**Exhibit 10.55**

 
| DATED | 9 December | 2004 |
|-------|------------|------|

 

 

**FELAW MALTINGS IPSWICH (No.1) LIMITED**

**FELAW MALTINGS IPSWICH (No.2) LIMITED**

** **

**-and -**

** **

**VIDUS LIMITED**

** **

**- and -**

** **

**MARS PENSION TRUSTEES LIMITED**

** **

** **

**LEASE**

** **

**-OF-**

** **

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

** **

**Lovells**

** **

P1/JCP/DBDM/1389608.02

21552/83900

 

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**CONTENTS**

 
| ** ** | **PAGE NO.**            |
|------------|-------------------------|
| **CLAUSE** |                    |
|       |                    |
| 1.         | INTERPRETATION          |   |
|       |                    |   |
| 2.         | DEMISE AND RENT         | 3 |
|       |                    |   |
| 3.         | LESSEE’S COVENANTS | 4 |
|       |                    |   |
|       | 3.1                     | Pay Rent | 4 |
|       |                    |   |   |
|       | 3.2                     | Pay outgoings | 4 |
|       |                    |   |   |
|       | 3.3                     | Repair and decorate | 4 |
|       |                    |   |
|       | 3.4                     | Observe legislation | 5 |
|       |                    |   |
|       | 3.5                     | Yield up | 5 |
|       |                    |   |
|       | 3.6                     | Entry by Lessor | 5 |
|       |                    |   |
|       | 3.7                     | Entry by adjoining owners | 6 |
|       |                    |   |
|       | 3.8                     | Costs of default | 6 |
|       |                    |   |
|       | 3.9                     | User | 6 |
|       |                    |   |
|       | 3.10                    | Alterations | 7 |
|       |                    |   |
|       | 3.11                    | Signage | 7 |
|       |                    |   |
|       | 3.12                    | Aerials, etc | 7 |
|       |                    |   |
|       | 3.13                    | Planning Acts | 7 |
|       |                    |   |
|       | 3.14                    | Statutory Notices | 8 |
|       |                    |   |
|       | 3.15                    | Insurer’s requirements | 8 |
|       |                    |   |
|       | 3.16                    | To Let board | 9 |
|       |                    |   |
|       | 3.17                    | Prohibited alienation | 9 |
|       |                    |   |
|       | 3.18                    | Assignment | 9 |
|       |                    |   |
|       | 3.19                    | Subletting | 10 |
|       |                    |   |
|       | 3.20                    | Registration of dealings | 10 |
|       |                    |   |
|       | 3.21                    | Encroachments | 11 |
|       |                    |   |
|       | 3.22                    | To comply with regulations | 11 |
|       |                    |   |
|       | 3.23                    | Not to park or obstruct | 12 |
|       |                    |   |
|       | 3.24                    | Works to Parking Spaces | 12 |
|       |                    |   |
|       | 3.25                    | Costs of applications | 12 |
|       |                    |   |
|       | 3.26                    | Observe documents | 12 |
|       |                    |   |
| 4.         | LESSOR’S COVENANTS | 12 |
|       |                    |   |
|       | 4.1                     | Insure | 12 |
|       |                    |   |
|       | 4.2                     | Quiet enjoyment | 13 |
|       |                    |   |
|       | 4.3                     | Provide services | 13 |
|       |                    |   |
|       | 4.4                     | Structure | 13 |
|       |                    |   |
| 5.         | PROVISOS                | 13 |

 

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|      | 5.1                                      | Interest on late payments | 13     |
|-----------|------------------------------------------|---------------------------|--------|
|      |                                     |                      |
|      | 5.2                                      | Re-entry                  | 14     |
|      |                                     |                      |
|      | 5.3                                      | Rent cesser               | 15     |
|      |                                     |                      |
|      | 5.4                                      | Statutory compensation    | 16     |
|      |                                     |                      |
|      | 5.5                                      | Data Protection Act 1998  | 16     |
|      |                                     |                      |
| 6.        | RENT REVIEW                              | 16                        |
|      |                                     |                      |
| 7.        | LESSEE’S OPTION TO DETERMINE        | 18                        |
|      |                                     |                      |
| 8.        | NOTICES                                  | 19                        |
|      |                                     |                      |
| 9.        | VAT                                      | 19                        |
|      |                                     |                      |
| 10.       | SURETY’S COVENANTS                  | 19                        |
|      |                                     |                      |
| 11.       | LANDLORD AND TENANT (COVENANTS) ACT 1995 | 19                        |
|      |                                     |                      |
| 12.       | DELIVERY AS A DEED                       | 19                        |
|      |                                     |                      |
| 13.       | RIGHTS OF THIRD PARTIES                  | 19                        |
|      |                                     |                      |
| 14.       | RIGHTS GRANTED BY THE ADJOINING OWNER    | 19                        |
|      |                                     |                      |
| SCHEDULES |                                     |
|      |                                     |                      |   |
| 1.        | RIGHTS GRANTED                           | 20                        |
|      |                                     |                      |
| 2.        | RIGHTS RESERVED                          | 21                        |
|      |                                     |                      |
| 3.        | DOCUMENTS TO BE OBSERVED                 | 23                        |
|      |                                     |                      |
| 4.        | SERVICE CHARGE                           | 24                        |
|      |                                     |                      |
| 5.        | COVENANTS BY THE SURETY                  | 30                        |
|      |                                     |                      |
| 6.        | AUTHORISED GUARANTEE AGREEMENT           | 32                        |

 

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**LEASE**

 
| **THlS LEASE** is made | 9 December |   | 2004 |
|------------------------|------------|--------|------|

 

**BETWEEN:**

 

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

 

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

 

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

 

**WITNESSES:**

 

1.           **INTERPRETATION**

 

1.1         Inthis Lease the following words and expressions have the meanings set oppositethem:

 

“**adjoining orneighbouring premises**” includes any pert of the Development otherthan the Premises;

 

“**AdjoiningOwner’s Land**” means that part of the Development comprised in HMLand Registry title number SK161294 of which the Adjoining Owner is theregistered proprietor;

 

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

 

**“AuthorisedGuarantee Agreement’**means an agreement between the Lessorand the Lessee entered into by the Lessee as covenantor in thecircumstances set out in set out clause 3.18 hereof and containing theprovisions set out in Schedule 6 hereto;

 

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

 

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

 

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

 

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

 

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

 

**“InsuranceRent”** means the rent reserved by clause 2.2 hereof;

 

**“InsuredRisks”** means fire and such other usual commercial risks orperils (if any) and as shall be available in the market at reasonablycommercial rates as the Lessor (acting reasonably) may from time to time deemit prudent to insure and have Insured the Development (with or without theboilers, 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 reversionimmediately expectant on the Term;

 

**“OtherBuildings”** means the buildings known as The South Malting TheNorth Kiln and the South Kiln Felaw Street Ipswich shown edged brown on Plan 1;

 

“**OtherLettable Units**” means the parts of the Development let or designedto be let to a lessee excluding:

 

(a)          theCommon Areas;

 

(b)          thePremises; and

 

(c)          theCommon Parts;

 

**“ParkingSpaces”** means those parking spaces forming part of the CommonAreas shown coloured yellow on Plan 1;

 

**“PartyStructures”** unless the context otherwise requires means thewalls separating and dividing the Premises from any Other Lettable Unit;

 

**“PlanningActs”** means and includes the “Planning Acts” as defined in section 117Planning and Compulsory Purchase Act 2004 together with that Act and all otherlegislation from time to time imposing controls on the development or use ofland (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 thefourth floor of the Building (so far as such floor does not form part of theStructure or the Common Parts) together with all glass, false ceilings, plasterand other internal finishes of walls and ceilings and all floorboards and floorcoverings as well as any landlord’s fixtures and fittings from time to timetherein and each and every part thereof (so far as the same does not form partof the Structure) or the Common Parts;

 

“**Rent**” means therent reserved by clause 2.1 hereof at the rate from time to time payablehereunder as therein and in clause 6 hereof provided;

 

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

 

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

 

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

 

“**VAT**” means Value Added Tax and any other tax of a likenature.

 

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

 

(a)           words importing the masculine gender shall include the feminine genderand vice versa and words importing the singular shall include the plural andvice versa and words importing persons and all references to persons shallinclude 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 onthe part of the Lessee shall be deemed to be and shall be construed ascovenants entered into by and binding on such persons jointly and severally;

 

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

 

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

 

2.            **DEMISE AND RENT**

 

TheLessor HEREBY DEMISES unto the Lessee ALL THOSE the Premises TOGETHER with the particular rights set out in Schedule 1hereto BUT EXCEPT AND RESERVED ANDSUBJECT to the particular rightsand matters set out in Schedule 2 hereto AND SUBJECT ALSO to such otherrights, easements, quasi-easements and privileges as are enjoyed by any OtherLettable Unit in any manner affecting the Premises AND SUBJECT ALSO to thematters contained or referred to in the documents brief particulars whereof areset 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 YIELDINGAND PAYING therefor unto the Lessor during the Term and so in proportion forany less time than a year without any deductions therefrom whatsoever thefollowing rents namely:

 

2.1           until and including 28 September 2009 the yearly rent of £37,550and during the remainder of the Term the said yearly rent or such higher yearlyrent as may become payable pursuant to review under clause 6 hereof by equalquarterly payments in advance on the four usual quarter days in each year ofwhich the first payment (being the due proportion for the period commencing on29 September 2004 and ending on the usual quarter day thereafter) shall bepaid on or before the date hereof;

 

2.2           throughout the Term sums equal to a justproportion fairly attributable to the Premises of the total amounts which theLessor shall from time to time expend by way of premium and proper incidentalcosts (including the cost of periodic valuations and the whole of any increasein any premium from time to time as a result of or arising out of the manner orthe purposes in or for which the Premises are kept used and occupied by theTenant) in effecting and maintaining the several insurances referred to inclause 4.1 hereof each such sum to be paid on the usual quarter day immediatelyfollowing demand therefor the first such payment in respect of amounts alreadydo expended by the Lessor (being the due proportion thereof commencing on 29 September 2004to the next renewal date or dates for such insurances) to be paid on or beforethe date hereof and in the event of any

 

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

 

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

 

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

 

3.**             LESSEE’S COVENANTS**

 

TheLessee to the intent that the obligations hereby created shall continuethroughout the whole of the Term HEREBY COVENANTS with the Lessor as follows:

 

3.1**           Pay Rent**

 

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

 

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

 

3.2**           Pay outgoings**

 

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

 

3.3**           Repair and decorate**

 

(Damageby the Insured Risks always excepted unless the policy or policies of insuranceeffected by the Lessor against them shall be rendered void or payment of theinsurance moneys thereunder be refused in whole or in part by reason of orarising out of any act, omission, neglect or default by the Lessee or anysubtenant or other person under the control of the Lessee or any subtenant) tokeep the Premises including all means of escape therefrom in case of fire orother emergency and Conducting Media forming part of and serving the Premisesin good and substantial repair and well and substantially amended, renewed andmaintained and in good decorative and clean condition with the glass thereincleaned both inside and (unless the cost of the same is being met by the Lesseeas part of the Service Charge) outside at least once every two months and (withoutprejudice to the generality of the foregoing obligations of the Lessee):

 

(a)           in a good and workmanlike manner and tothe reasonable satisfaction of the Lessor in the fifth year of the Term andalso in the last three months of the Term (however and whenever it mayterminate) t*o*paint with twocoats of good quality paint all interior parts of the Premises which havepreviously been or ought to be painted and grain varnish paper or otherwisesuitably decorate or treat with good quality materials as circumstances mayrequire all parts of the interior of the Premises which have previously been orought to be so dealt with and in the case

 

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of painting in the lastthree months of the Term the Lessor shall have the right to insist on aparticular colour scheme being used; and

 

(b)           to enterinto contracts for the periodic and regular inspection servicing andmaintenance of any lifts central heating air conditioning ventilation and hotwater boilers apparatus and installations and sanitary and water apparatussituated within and exclusively serving the Premises by contractors firstapproved in writing by the Lessor (such approval not to be unreasonablywithheld) and thereafter to observe and perform the Lessee’s obligationsthereunder and produce to the Lessor on demand from time to time (but not morethan once in any period of 12 months) such contracts and evidence that anypayments due from the Lessee thereunder are fully up to date.

 

3.4**           Observe legislation**

 

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

 

3.5**           Yield up**

 

Quietlyto surrender and yield up the Premises to the Lessor or as the Lessor maydirect at the end or sooner determination of the Term in a state and conditionin all respects in accordance with the covenants on the part of the Lesseeherein contained and at the same time to hand over to the Lessor all keysrelating to the Premises and the original or a true copy of the FireCertificate.

 

3.6**           Entry by Lessor**

 

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

 

(b)           Wheneveron any such inspection anything is found which constitutes a breach,non-performance or non-observance of the covenants on the part of the Lesseeherein contained and of which the Lessor gives notice to the Lessee to commenceto 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 requisiteworks but if the Lessee shall fail so to do to permit the Lessor if it sodesires (although the Lessor shall be under no obligation so to do) withoutprejudice to the Lessor’s right of re-entry hereinafter contained or any otherright or remedy of the Lessor to enter upon the Premises with contractors,workmen and others and all necessary equipment, tools and materials and toexecute or complete such works and to pay to the Lessor on written demandeither during or on completion of such works as the Lessor may require thecosts and expenses thereby properly incurred by the

 

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Lessor togetherwith all solicitors’, surveyors’ and other professional fees and expensesproperly incurred by the Lessor in relation to such works.

 

3.7**           Entry by adjoiningowners**

 

To permit the Lessor and others authorised by theLessor and the tenants, owners or occupiers from time to time of any Other LettableUnit and their respective agents and contractors to enter upon the Premiseswith workman and others and all reasonably necessary equipment, tools andmaterials after at least three days’ prior notice (except in an emergency whenas much notice as reasonably practicable shall be given) in order to carry outrepairs, alterations, additions, decorations or any other works to or of anyOther Lettable Unit which cannot reasonably be carried out without entry on tothe Premises PROVIDED ALWAYS that the persons so entering shall cause therebyas little inconvenience as possible to the Lessee or other occupiers of thePremises and shall forthwith make good all damage thereby caused to thePremises 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 thepreparation, service and enforcement (whether by proceedings or otherwise) of:

 

(a)           any noticeunder section 146 or 147 Law of Property Act 1925 requiring the Lessee toremedy a breach of any of the Lessee’s obligations hereunder notwithstandingforfeiture for any such breach shall be avoided otherwise than by reliefgranted by the Court;

 

(b)           any noticeto repair or schedule of dilapidations accrued at or prior to the end orsooner determination of the Term served during the Term or within six monthsafter the end or sooner determination of the Term;

 

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

 

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

 

3.9**          ****User**

 

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

 

(b)           Neither the Lessee nor any subtenant nor anyperson under the control of the Lessee or any subtenant shall knowinglyoverload any floor of or lift in or serving the Premises or pass or leaveanything of a harmful nature through or in the basins or water-closets of orany Conducting Media in or serving the Premises

 

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

 

3.10**         Alterations**

 

(a)           Save and exceptin order to comply with any of the Lessee’s obligations hereunder there shallbe no reconstruction or rebuilding or carrying out of any structuralalterations, 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 thePremises nor any erecting of any new buildings or erections thereon.

 

(b)           Save andexcept as aforesaid any non-structural alteration, addition or other works ofor to the Premises shall be carried out only after there has first beenobtained the written consent thereto of the Lessor (such consent not to beunreasonably withheld or delayed) and all necessary approvals, consents,licences, permits or permissions of any competent authority, body or person thereforand then only strictly in accordance with the terms and conditions thereof andsuch drawings and specifications of the relevant alteration, addition or otherworks as the Lessor shall reasonably require and previously have approved inwriting save that the Lessee may without the consent of the Lessor erect removeor alter non-structural demountable partitioning having previously givendetails to the Lessor,

 

(c)           To permitthe Lessor and others authorised by the Lessor to enter upon the Premises atreasonable hours during the daytime and on reasonable prior notice for thepurpose of seeing that all alterations, additions or other works thereto arebeing or have been carried out in all respects in conformity with this clauseand immediately upon being required to do so to remove any alteration, additionor other works of or to the Premises which do not so conform or in respect ofwhich any such approvals, consents, licences, permits or permissions of thecompetent authority, body or person has been withdrawn or has lapsed andthereupon make good all damage thereby caused to the Premises and restore andreinstate all parts of the Premises affected thereby to the reasonablesatisfaction of the Lessor.

 

3.11**         Signage**

 

No fascia, sign,name plate, bill, notice, placard, advertisement or similar device shall beaffixed to or displayed in or on any part of the Premises so as to be visiblefrom the exterior thereof save such as indicate the name of any occupier forthe time being and his business and as have (with the size and positioningthereof) been previously approved by the Lessor in writing (such approval notto be unreasonably withheld or delayed).

 

3.12**         Aerials, etc**

 

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

 

3.13**         Planning Acts**

 

(a)           Withoutprejudice to the generality of clause 3.4 hereof to fully observe and perform allthe requirements of the Planning Acts in respect of the Premises or the usethereof and all the requirements of any approval, consent, licence, permit orpermission granted thereunder which remain lawfully enforceable and affect the

 

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

 

(b)           Noapplication shall be made for any approval, consent, licence, permit,permission, certificate or determination under the Planning Acts in respect ofthe Premises without the prior written consent of the Lessor.

 

(c)           Unless theLessor shall otherwise direct in writing to carry out to the reasonablesatisfaction of the Lessor during the Term (however and whenever it mayterminate) 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 Lesseeor any subtenant are required to be carried out at the Premises by a date afterthe Term (however and whenever it may terminate).

 

3.14**         Statutory Notices**

 

To give the Lessora copy of every notice of whatsoever nature affecting or likely to affect thePremises made given or issued by or on behalf of the local planning authorityor any other authority, body or person having lawful jurisdiction within sevendays of its receipt by the Lessee or any subtenant and to produce the originalthereof to the Lessor on written request and to take all reasonable andnecessary steps to comply with every such notice And if reasonably required inwriting by or on behalf of the Lessor to make or join with the Lessor and anyother persons for the time being interested in the Premises or any adjoining orneighbouring premises affected thereby in making such objections orrepresentations against or in respect of any such notice as aforesaid as theLessor may reasonably require.

 

3.15**         Insurer’s requirements**

 

(a)           Nothingof a noxious, dangerous, explosive or inflammable nature shall knowingly bestored, placed or kept or remain on the Premises nor shall any other thing bedone in or about the Premises which does or may invalidate or render void orvoidable or cause any increased premium to be payable for any policy ofinsurance maintained by the Lessor in respect of the Premises or any adjoiningor neighbouring premises (provided always that the contents of such policy ofinsurance have been disclosed to the Lessee).

 

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

 

(c)           If thePremises or any other premises shall be destroyed or damaged as a result of anymatter 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 subtenantor any person under the control of the Lessee or any subtenant whereby anypolicy of insurance maintained by the Lessor is rendered void or payment of theinsurance money thereunder is refused in whole or in part to pay to the Lessoron written demand or otherwise make good to the Lessor all loss, damage and expensethereby incurred and to indemnify the Lessor against all actions, proceedings,costs, claims, demands and liability whatsoever resulting therefrom or arisingthereout including the cost of rebuilding, reinstating, replacing and makinggood.

 

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3.16**        ****To Let board**

 

To permit theLessor during the period of six months immediately preceding the end or soonerdetermination of the Term (and at any time during the Term in the event of anyproposed disposal by the Lessor of its interest in the Premises) to affix andretain on any part of the Premises (but not so as thereby materially tointerfere with any trade or business carried on thereat or with reasonableaccess of light and air thereto) notices and boards of reasonable dimensionsrelating to any proposed disposal by the Lessor of its Interest in the Premisesor for reletting or otherwise dealing with the same and to permit all personswith written authority from the Lessor or the Lessor’s agents to inspect andview the Premises at reasonable times of the day by previous appointment.

 

3.17**       Prohibited allenation**

 

The Lessee shallnot 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 oroccupation 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)           Notto assign the whole of the Premises without the prior written consent of theLessor (such consent not to be unreasonably withheld or delayed) provided thatthe Lessor shall be entitled:

 

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

 

(ii)           to imposeall or any of the matters set out in subclause (d) as a condition of itsconsent.

 

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

  |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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

 

(i)            where inthe reasonable opinion of the Lessor the value of the Lessor’s reversion to thePremises would be diminished or otherwise adversely affected by the proposedassignment on the assumption (whether or not a fact) that the Landlord wishedto sell its reversion the day following completion of the assignment of thisLease to the proposed assignee;

 

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

 

(iii)          wherein the reasonable opinion of the Lessor the assignee is not of sufficientfinancial standing to enable it to comply with the tenant’s covenants in theLease;

 

(iv)          where theassignee enjoys diplomatic or state immunity;

 

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

 

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

 

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

 

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

 

(iii)          thegiving of any requisite consent of any superior landlord or mortgagee and thefulfilment of any lawful condition of such consent:

 

(iv)          ifreasonably required by the Lessor the execution and delivery to the Lessorprior to the assignment of a rent deposit deed in such form as the Lessor shallreasonably require together with the payment by way of cleared funds of the sumspecified in the rent deposit deed;

 

(v)           theexecution and delivery to the Lessor of a deed of guarantee entered into by oneor more third party guarantors reasonably acceptable to the Lessorincorporating the provisions of Schedule 5.

 

3.19**       Subletting**

 

(a)           TheLessee may subject as provided in subclauses (b), (c) and (e) hereofsublet the whole of the Premises.

 

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

 

(c)           Beforeor at the same time as any underletting of the whole of the Premises shall beeffected the proposed underlessee thereof shall enter into direct covenantswith the Lessor in such form as the Lessor shall require to observe and performall the covenants and agreements on the part of the Lessee and the stipulationsand conditions herein contained (other than the payment of the Rent, InsuranceRent and the Service Charge) during the term of the underlease.

 

(d)           ThePremises 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)           Subjectand without prejudice to the foregoing provisions of this clause there shall beno underletting of the whole of the Premises without the prior written consentof the Lessor thereto (such consent not to be unreasonably withheld ordelayed).

 

3.20**         Registration of dealings**

 

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

 

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

 

3.21**        ****Encroachments**

 

(a)           Neither the Lessee nor any subtenant shallknowingly effect, authorise or permit any encroachment upon or acquisition ofany right, easement, quasi-right, quasi-easement or privilege adverselyaffecting the Premises or any closing or obstruction of the access of light orair to any windows or openings of the Premises nor shall the Lessee or anysubtenant give any acknowledgement to any third party that the enjoyment ofaccess of light or air thereto is by the consent of such third party or giveany consideration to any third party or enter into any agreement with any thirdparty for the purpose of inducing or binding such third party to abstain fromobstructing the access of light or air thereto.

 

(b)           If any such encroachment or acquisition orclosing or obstruction shall be threatened or attempted to give notice thereofto the Lessor as soon as reasonably practicable after the same comes to theknowledge of the Lessee or of any subtenant and upon request by and at the costof the Lessor to take immediate steps (in conjunction with the Lessor and otherinterested persons if the Lessor shall so require) and to adopt all such lawfulmeans and do all such lawful things as the Lessor may reasonably deemappropriate for preventing any such encroachment or acquisition.

 

3.22**        ****To comply with regulations**

 

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

 

(b)           Not to cause or to permit any undue noise inor about the Common Areas or the Parking Spaces whether by the running ofengines sounding of horns hooters or other such warning devices or otherwiseand not to carry out or permit to be carried out any repairs to any vehiclewhilst it is on the Common Areas or the Parking Spaces.

 

(c)           Except for the reasonable and orderly parkingof vehicles (but not lorry trailers trailers caravans or unroadworthy vehicles)on the Parking Spaces the Lessee shall not deposit or leave or permit to bedeposited or left on any part of the exterior of the Premises or in thevicinity thereof or (so far as may be within the control of the Lessee or anysubtenant) or on any part of the Common Areas any rubbish refuse cases cartonspallets by-products or other chattels or effects of any kind whatsoever and inthe event of anything being deposited or left in breach of this covenant theLessee shall pay to the Lessor on demand all expenses properly and reasonablyincurred by the Lessor in connection with or arising out of such breachincluding the expense of removing storing and/or disposing of anything sodeposited or left (which the Lessor is hereby authorised to do) and shallindemnify the Lessor against any claims which may be made by any third partiesand against all other claims

 

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costs expenses and liability whatsoever which the Lessor may incur inconnection 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 toobstruct or permit to be obstructed the Common Areas (other than areas on whichthe 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 givenot less than one week’s notice (save in emergency when as much notice asreasonably practicable shall be given) to the Lessee of its or their intentionto repair resurface cleanse or amend the Parking Spaces to remove all vehiclesand other things therefrom and to permit the Lessor or its agents orcontractors to carry out any of the said operations without hindrance orobstruction Provided that the Lessor shall not be entitled (save inemergencies) to require such removal during normal working hours without firstusing all reasonable endeavours to provide suitable alternative car parkingfacilities.

 

3.25**      ****Costs of applications**

 

To pay all propercosts and expenses (including surveyors’ fees and solicitors’ charges and alldisbursements) reasonably incurred or payable by the Lessor in respect of everyapplication to the Lessor for any consent or approval hereunder whether or notsuch consent or approval is granted or refused or the application for same iswithdrawn.

 

3.26**        Observedocuments**

 

To observe andperform the agreements and covenants contained in the documents briefparticulars of which are set out in Schedule 3 hereto in so far as thesame relate to the Premises and are still subsisting and capable of beingenforced against the Premises or the owner, landlord, tenant or occupierthereof and to keep the Lessor throughout the Term fully indemnified againstall actions, proceedings, costs, claims, demands, expenses and liability in anyway relating thereto.

 

**4.****             LESSOR’SCOVENANTS**

 

The Lessor HEREBYCOVENANTS with the Lessee as follows:

 

4.1**          ****Insure**

 

(a)           To insurewith an insurance office of repute and on reasonable commercial terms and(unless such insurance shall become void or payment of the insurance moneysshall be refused in whole or in part by reason of any act, omission, neglect ordefault by or on the part of the Lessee or any subtenant or other person underthe control of the Lessee or any subtenant) to keep insured and to pay allpremiums for insuring and keeping insured the Development in the fullrebuilding cost from time to time (whether or not with other premises) againstloss or damage by the Insured Risks together with insurance against;

 

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

 

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

 

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discretion deemnecessary for the rebuilding or reinstatement of the Development taking into accountany likely increases in such rents during such period.

 

(b)           (Unless asaforesaid) to apply all such moneys (except moneys received in respect of lossor damage of or to any Other Lettable Unit or fixtures and fittings therein orthereon liability to third parties or loss of rent) as the Lessor may receiveunder or by virtue of such insurance in rebuilding or reinstating theDevelopment or such parts thereof as may have been damaged or destroyed asexpeditiously as possible (subject always to the Lessor being able to obtainall such approvals, consents, licences, permits and permissions from competentauthorities and all such materials and labour as may be necessary for suchrebuilding and reinstatement).

 

4.2**           Quiet enjoyment**

 

That the Lesseepaying the Rent, the Insurance Rent, the Service Charge and all other moneyswhich may become payable hereunder by the Lessee and observing and performingthe several covenants and agreements on the Lessee’s part and the conditionsand stipulations herein contained shall and may (except and reserved andsubject nevertheless as is herein mentioned) peaceably hold and enjoy thePremises during the Term according to these presents without any lawfulinterruption by the Lessor or any person lawfully claiming under or in trustfor the Lessor or by title paramount.

 

4.3**           Provide services**

 

Unless preventedby strikes, lockouts, unavailability of materials or labour or by any othermatter outside the control of the Lessor and so long as the Lessee shall paythe Service Charge the Lessor shall use its best endeavours to carry out theworks and to provide the services referred to in Schedule 4 Part Band Schedule 4 Part C hereto.

 

4.4**           Structure**

 

(a)           To keep ingood and substantial repair and well and substantially renewed (in so far as isnecessary to effect the repair) and maintained and in good decorative and cleancondition the Structure and all external means of escape from the Building incase of fire or other emergency.

 

(b)           In a good and workmanlike manner as and whenrequired but not less frequently than every five years of the Term toredecorate or otherwise treat all external parts of the Building which havepreviously been or ought to have been decorated or treated with good qualitymaterials.

 

5**.****            ****PROVISOS**

 

PROVIDED ALWAYS AND IT IS HEREBY EXPRESSLY AGREED asfollows:

 

5.1**           Intereston late payments**

 

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

 

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

 

(b)           In the event of there being any breach by theLessee of the covenants on its part herein contained and the Lessor havingnotified the Lessee in writing that by reason thereof the Rent or InsuranceRent or the Service Charge will not be accepted for the time being then theamount thereof or the balance for the time being outstanding shall (withoutprejudice as aforesaid) as from the date of the notice served by the Lessor inrespect of such breach or (if later) from the due date for payment thereofuntil the date on which payment thereof is tendered by the Lessee following theremedying of the said breach bear and carry interest thereon (as well after asbefore any judgment) at the aforesaid rate;

 

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

 

5.2**           Re-entry**

 

Without prejudiceto any other provisions contained in this Lease, if:

 

(a)           the rentsreserved by this Lease are unpaid for 21 days after becoming payable (whetherformally demanded or not);

 

(b)           the Lesseeis 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 arealisation of assets) or a resolution is passed or a petition is presented forsuch liquidation;

 

(d)           anadministrator is appointed in respect of the Lessee pursuant to the InsolvencyAct 1986 or the Insolvent Partnerships Order or application is made for suchadministration or notice is given under paragraph 15 or 26 of Schedule B1to the Insolvency Act 1986 (as amended);

 

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

 

(f)            (wherethe Lessee comprises or includes one or more individuals) a bankruptcy order ismade against any such individual or a petition is presented for such bankruptcyorder;

 

(g)           the Lesseebecomes insolvent or unable to pay its debts within the meaning ofsection 123 Insolvency Act 1986 or makes a proposal for or enters into anycomposition with its or his creditors or makes a proposal for or enters into avoluntary arrangement (within the meaning of section 1 or section 253Insolvency Act 1986);

 

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

 

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

 

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(j)            anyevent analogous to any of the above events occurs in any jurisdiction otherthan England and Wales

 

then the Lessormay at any time re-enter the Premises or any part of the Premises in the nameof the whole and immediately this Lease shall terminate absolutely but withoutprejudice to any rights of the Lessor in respect of any breach of any of theobligations on the Lessee’s part in this Lease.

 

5.3**       ****Rent cesser**

 

(a)           If thePremises or any material part thereof or the access thereto shall at any timeor times be destroyed or damaged by any of the Insured Risks so as to be unfitfor occupation and use by the Lessee then and in every such case (unless asprovided in clause 4.1 (a) hereof) the Rent, Service Charge or a fair andjust 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 ofsuch destruction or damage) shall for a period of three years (or for suchother 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 Premiseshave been rebuilt or reinstated and made fit for occupation and use by theTenant be suspended and cease to be payable and failing such agreement or incase any dispute shall arise as to the amount of such suspension and/or suchperiod the same shall be determined by an independent surveyor who shall:

 

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

 

(ii)           beappointed by the President or Vice President for the time being of the RoyalInstitution of Chartered Surveyors on the application of whichever of theLessor and the Lessee shall first so apply;

 

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

 

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

 

(v)           considerany written representations by or on behalf of the Lessor or the Lesseeconcerning such matter which are received by him within 28 days of such servicebut otherwise have an unfettered discretion to determine such matter;

 

(vi)          servenotice of such determination on the Lessor and the Lessee as soon as he hasmade it;

 

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

 

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

 

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

 

5.4**        Statutory compensation**

 

The Lessee shall not be entitled on quittingthe Premises to any compensation under section 37 Landlord and Tenant Act1954 (as amended).

 

5.5**        DataProtection Act 1998**

 

For the purposes of the Data Protection Act1998 or otherwise the Lessee and the Surety (if any) acknowledge thatinformation relating to this tenancy will be held on computer and other filingsystems by the Lessor or the Lessor’s managing agent (if any) for the purposesof general administration and/or enforcement of this Lease and agree to suchinformation being used for such purposes and being disclosed to third partiesso far only as is necessary in connection with the management of the Lessor’sinterest in, the insurance and/or maintenance of the Premises, checking thecredit-worthiness of the Lessee and the Surety, or the disposal or sub-lettingof the Premises or the Development of which the Premises form part, or isnecessary to conform with recognised industry practice in the management andletting of property.

** **

6.**          ****RENT REVIEW**

 

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

 

6.1**        **In thisclause:

 

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

 

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

 

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

 

(ii)                                  thePremises are available to be let with vacant possession (but such assumptionshall not give rise to any discount or abatement of the Market Rack Rent toallow for any discount or rent free period which a willing lessor would ormight grant or allow a willing lessee upon or as a term of the grant andacceptance of such letting);

 

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

 

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(iv)                              in case the Premises havebeen destroyed or damaged they have been fullyrestored;

 

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

 

and disregarding (if appropriate):

 

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

 

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

 

(3)                                  any permittedimprovement to the Premises carried out by and at the expense of the Lessee or any permitted undertenant or anypredecessor in title of them or either of them respectively otherwise than inpursuance of an obligation to the Lessor and being such an improvementcompleted after the date hereof but not more than 21 years before the relevantReview Date;

 

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

 

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

 

(6)                                  any effect on the rental value of the Premisesdue to the fact (if such be a fact) that as at the Review Date the othertenants in occupation of the remainder of the Development or any part thereofcomprise 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 lessthan the best rent reasonably obtainable.

 

6.2                                 As at each Review Date there shall be a reviewof the Rent and the Lessor and the Lessee shall seek to agree the Market RackRent but failing written agreement between the parties the Lessor or the Lesseemay at any time not more than two months prior to the relevant Review Daterefer 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

 

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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 shallact as an expert and not as an arbitrator.

 

6.3                                 Ifthe determination of the Market Rack Rent shall be referred to an expert inaccordance 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 inwriting of his decision within two months of his appointment or within suchextended period as the parties may agree.

 

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

 

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

 

6.6                                 AMemorandum of the Market Rack Rent shall be entered into between the parties insuch terms as the Lessor shall reasonably require.

 

7.**                                      ****LESSEE’S OPTION TO DETERMINE**

 

7.1                                 TheLessee may end this Lease on 29 September 2009 by giving at least sixmonths’ written notice expiring on that day provided that at the time of expiryof such notice:

 

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

 

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

 

(c)                                  vacantpossession of the Premises is given.

 

7.2                                 Ifany of the conditions referred to in (a), (b) or (c) above are notsatisfied at the date of expiry of such notice the notice is deemed to be of noeffect and this Lease shall continue as before, provided that the Lessor maywaive all or any of the said conditions by giving notice to the Lessee at anytime.

 

7.3                                 Theending of this Lease shall not affect either parry’s rights in respect of anyearlier breach of any provision of this Lease.

 

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

 

7.5                                 Theprovisions contained in this clause are personal to and exercisable only byVidus Limited. They are not capable of being assigned or otherwise dealt withby Vidus Limited and shall cease to have effect upon the date of the firsttransfer or deed of assignment of

 

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this Lease between Vidus Limited and its assignee irrespective ofwhether such transfer or assignment is notified to the Lessor or submitted forregistration at the Land Registry.

 

7.6                                 Nothingin this clause shall have the effect of making time of the essence for thepurposes of the review of rent under this Lease.

 

8.**                                       NOTICES**

 

This Lease shall incorporate the provisionsas to notices contained in section 196 Law of Property Act 1925 as amendedby the Recorded Delivery Service Act 1962 and every notice required to be givenhereunder shall be in writing.

 

9.**            VAT**

 

9.1                                 Allrents and other sums payable by the Lessee hereunder which are for the timebeing subject to VAT shall be considered to be tax exclusive sums and the VATat the appropriate rate for the time being shall be payable by the Lessee inaddition thereto.

 

9.2                                 TheLessee shall indemnify and keep indemnified the Lessor against any VAT paid orpayable by the Lessor in respect of any costs, fees, disbursements, expenses orother sums which the Lessor is entitled to recover under the terms of thisLease.

 

10.**          SURETY’S COVENANTS**

 

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

 

11.**          LANDLORD AND TENANT(COVENANTS) ACT 1995**

 

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

 

12.**          DELIVERY AS A DEED**

 

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

 

13.**          RIGHTS OF THIRD PARTIES**

 

No person other than a contracting party mayenforce any provision of this Lease by virtue of the Contracts (Rights of ThirdParties) Act 1999.

 

14.**          RIGHTS GRANTED BY THE ADJOININGOWNER**

 

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

 

**IN WITNESS** whereofthe parties hereto have executed this deed the day and year first beforewritten.

 

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**SCHEDULE 1**

 

**Rights granted**

 

1.**            ****Support**

 

The right of support and protection for such parts of the Premises asrequire the same from any other part of the Development capable of providingsuch support and protection.

 

2.**            ****Passage of Conducting Media**

 

The right to the free and uninterrupted passage of services through theConducting Media (in common with the Lessor and tenants of the Other LettableUnits and all other persons entitled thereto) through the appropriate conduitslaid in or over under or through any other parts of the Development or othercontiguous 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 theright for the Lessee and all persons authorised by it (in common with theLessor and tenants of Other Lettable Units and all other persons similarlyentitled or authorised) during the Term or until the same or any part or partsthereof shall hereafter be dedicated as public highways to pass and re-passwith or without vehicles where appropriate over and use the Common Parts andthe Common Areas (with the exception of any car parking spaces over whichexclusive rights have been granted to any other lessee) and any other areaswhich the lessees of the Development are entitled to use for the purpose forwhich 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 orpass along such means of escape across fire escapes (if any) provided over theOther Lettable Units or otherwise within the Development.

 

5.**             Car Parking Spaces**

 

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

 

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**SCHEDULE 2**

 

**Rights reserved**

 

1.             **Support**

 

The right of support and protection by such parts of the Premisescapable of providing the same for such other parts of the Development or anyadjoining premises as require such support and protection.

 

2.**             Passage of ConductingMedia**

 

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

 

3.**             Right to alter theConducting Media**

 

The right upon reasonable prior notice (save in emergency when as muchnotice as reasonably practicable shall be given) to make connections with anyor all of the Conducting Media and to enter upon the Premises or any land andpremises over which the Lessee is hereby granted any access rights at allreasonable times for the purpose of making connections with maintainingrepairing cleansing and inspecting the Conducting Media causing as littledisturbance as possible and promptly making good any damage thereby occasionedto 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 alteradd to extend or re-develop any other part of the Development or any adjoiningpremises of the Lessor in such manner as it shall think fit notwithstanding anyinterference with the access of light or air to the Premises and the right toundermine underpin and shore up the Premises or any part thereof the Lessorcausing as little disturbance as possible and promptly making good (to thereasonable satisfaction of the Lessee) any damage caused to the Premises bysuch undermining underpinning or shoring up Provided Always that the Lessee’suse and enjoyment of the Premises shall not be materially affected by suchworks).

 

5.**           ****Right to build into****Party****Structures**

 

The right at all times upon reasonable notice (or in emergency with asmuch notice as is reasonably practicable) for the Lessor to enter upon thePremises in order to build on or into alter remove or replace any PartyStructure causing as little disturbance as possible and promptly making goodall 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 (ifany) crossing adjoining or forming part of the Premises.

 

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7.**            ****Control of Common Areas**

 

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

 

(a)                                  makereasonable regulations for the control regulation and limitation of trafficthereon or on any part thereof and to erect such signs as**may beappropriate;

 

(b)                                 varyalter change the use of close or control access to the whole or any partthereof (provided that the Lessor shall where appropriate provide reasonablealternative access and/or facilities); and

 

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

 

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

 

8              Therights and liberties of entry upon the Premises mentioned in the covenants bythe Lessee herein contained.

 

9.             Theright on reasonable notice (except in emergency when as much notice asreasonably practicable shall be given) to enter into and upon the Premises withor without workmen and equipment for the purposes of carrying out themaintenance repair repainting cleansing and renewal of any adjoining orneighbouring premises causing as little disturbance as possible and promptlymaking good all damage caused to the Premises in the exercise of this right.

 

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**SCHEDULE 3**

 

**Documentsto be observed**

 

Covenantsnot to carry on malting or operations associated with malting contained in twoconveyances both dated 6 August 1982 and made between Paul &Sanders Ltd (1) Paul & Whites Plc (2) The FranciscanInvestment Trust Ltd (3) and the other made between Paul &Sanders Ltd (1) Paul & Whites Plc (2) The Carthusian TrustLtd (3).

 

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**SCHEDULE 4**

 

**Service Charge**

 

**Part A**

 

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

 

2.                                       Subject toparagraph 4 of this Part of this Schedule:

 

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

 

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

 

2.3                                 as soon after theexpiry of that Accounting Period as is reasonably practicable the Lessor’sauditors or accountants or surveyors (as so nominated) acting as experts andnot as arbitrators shall ascertain and certify by a signed certificate (the **“Certificate”**)the Service Charge in respect of that Accounting Period and a copy ofthe Certificate shall be served by the Lessor on the Lessee.

 

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

 

3,                                       TheCertificate shall contain a summary of the said costs, expenses and outgoingsactually incurred by the Lessor during the Accounting Period together with theprovision referred to in paragraph 9 of Part B of and paragraph 9 of Part Cthis Schedule and shall be conclusive evidence for the purposes hereof ofthe matters which it purports to certify and shall be binding upon the Lessorand the Lessee (save in the case of manifest error) who shall not be entitledto dispute or question the amount of the said costs expenses and outgoingswhether or not such costs, expenses and outgoings could have been incurred morecheaply than actually incurred by the Lessor.

 

4.                                       Notwithstandingthe foregoing provisions of this Part of this Schedule:

 

4.1                                 thefirst payment of the Interim Charge in respect of the Accounting Periodcommencing on 29 September 2004 shall be at the rate of £8,070 per annumof which the first proportion from 29 September 2004 to the next quarterday hereafter shall be paid on or before the date hereof;

 

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

 

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

 

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

 

6.                                       The Lessor shallnot be concerned in the administration and collection of or accounting for theService Charge on an assignment of this Lease and accordingly the Lessor shall:

 

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

 

6.2                             beentitled to deal exclusively with the Lessee in whom this Lease is for the timebeing vested (and for this purpose in disregard of any assignment which has notbeen registered in accordance with clause 3.20).

 

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

 

8.                                       The Lessor shalluse all reasonable endeavours to consult with the Lessee and other lessees ofthe Development in relation to any significant expenditure with regard to theprovision of the services referred to in Part B of this Schedule andwith the Lessee and other lessees of the Building in relation to anysignificant expenditure with regard to the provision of the services referredto in Part C of this Schedule or in relation to any proposed materialchange in the nature or extent (of the services to be provided.

 

9.                                       In calculatingthe Service Charge the Lessor must itself pay or otherwise acceptresponsibility for the proportion of costs and expenses attributable to anyOther Lettable Units that are not let or that are occupied by the Lessor for solong as they are unlet or so occupied or that are let on terms that do notprovide for the Lessee to pay the appropriate proportion attributable to suchOther Lettable Unit.

 

10.                                 Notwithstandingthe provisions of paragraph 3 above the Lessor shall upon reasonable requestprovide the Lessee and its agents access to and the facility to make copies ofthe books records and other documents relating to the calculation of theService Charge the reasonable and proper cost of affording such access andcopies to be borne by the Lessee unless material errors are discovered in thecomputation of the Service Charge in which case the reasonable and proper costswill be borne by the Lessor.

 

**Part B**

**Estate Charge**

 

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

 

1.1                                 maintainingrepairing resurfacing cleansing and marking out the Parking Spaces and otherparts of the Common Areas designated as car parking spaces including withoutprejudice to the generality of the foregoing all costs and expenses incurred inproviding suitable alternative car parking facilities whilst such works arebeing carried out;

 

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

 

1.3                                 inspecting maintaining repairing and whenevernecessary renewing the Conducting Media lying in under or over the Developmentso far as the same are not exclusively within and do not exclusively serve thePremises or any Other Lettable Unit;

 

1.4                                 inspecting maintaining cleaning repairing andwhenever necessary resurfacingthe roads and footpaths within the Development;

 

1.5                                 repairing and resurfacing the Parking Spacesand other parts of the Common Areas designated as car parking spaces and theassociated lighting system including without prejudice to the foregoing all costs and expensesincurred in providing suitable alternative car parking facilities while suchworks are being carried out;

 

1.6                                 inspecting maintaining repairing and whenevernecessary renewing the lighting system serving the roads footpaths and parkingareas within the Development and all electricity costs associated therewith;

 

1.7                                 Inspecting maintaining repairing and whenevernecessary renewing the security gates and/or intercom and/or entry phone systembetween the security gates and the Premises and any Other Lettable Unit and allelectricity costs associated therewith;

 

1.8                                 maintaining cultivating planting and whenevernecessary replacing any landscaped areas and/or planters within theDevelopment;

 

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

 

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

 

1.11                           providing maintaining and renewing nameboards directional signs fireregulation and security notices;

 

1.12                           maintaining supporting repairing cleansingand amending all roads footpaths walls and fences Conducting Media and otherthings the use of which is common to the Development or any part thereof and to any premisesneighbouring the Development;

 

1.13                           providing security services within theDevelopment including the provision of security patrols to the extentreasonably necessary;

 

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

 

2.                                       All reasonable and proper costs and expensesin respect of:

 

2.1                                 effecting and maintaining such insurances asthe Lessor may reasonably deem appropriate in connection with the Common Areasincluding 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 timefor the purposes of such insurances.

 

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3.                                       Allreasonable and proper costs and expenses incurred by the Lessor or itssurveyors in employing staff for the purposes of or in any way connected withany of the matters mentioned in this Part of this Schedule or forsecurity or building maintenance purposes or otherwise in the interests of goodestate management or for the proper enjoyment and benefit of the Development.

 

4.                                       Allreasonable and proper fees and costs incurred in respect of or in connectionwith the preparation of the demands statements Certificates and other chargesmentioned in Part A of this Schedule and of accounts kept for thepurpose thereof.

 

5.                                       Thereasonable and proper fees of any managing agents employed for the generalmanagement of the Development (including if required by the Lessor thecollection of the rents and/or service charge payments) and if no managingagents are employed for such purposes a management fee payable to the Lessorprovided that such management fee shall not exceed that which would have beenreasonably payable to independent managing agents.

 

6.                                       The reasonable and proper cost of carryingout works or services of any kind whatsoever which the Lessor may reasonablydeem desirable or necessary for the purpose of maintaining or improving theservices in the Development.

 

7.                                       The reasonable and proper cost of taking allsteps reasonably deemed desirable or expedient by the Lessor for complying withmaking representations against or otherwise contesting the incidence of theprovisions of any legislation or orders or statutory requirements or agreementsentered into thereunder concerningtown planning means of escape or other fire precautions public health highwaysstreets drainage or other matters relating or alleged to relate to theDevelopment for which the Lessee is not liable hereunder.

 

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

  |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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

 

**Part C**

 

**Building Charge**

 

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

 

1.1                                 any central heating air conditioningventilation and hot water boilers apparatus and installations and ConductingMedia in under or upon the Building and available for enjoyment or use by morethan one lessee of the Building in common with the Lessor and the tenants ofother parts of the Building or in or serving the Common Parts;

 

1.2                                 theCommon Parts and carpets and other fixtures and fittings therein;

 

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1.3           any fire alarm systemand fire-fighting equipment in the Building;

 

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

 

2.             The reasonable and proper cost of lightingthe Common Parts.

 

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

 

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

 

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

 

5.1           the general management of the Building;

 

5.2                                 maintenance contractsfor any lifts and any such central heating air conditioning ventilation and hotwater boilers apparatus and installations;

 

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

 

6.                                       Thereasonable and proper cost of taking all steps reasonably deemed desirable orexpedient by the Lessor for complying with making representations against orotherwise contesting the incidence of the provisions of any legislation ororders or statutory requirements thereunder concerning town planning publichealth highways streets drainage or other matters relating or alleged to relateto the Building for which the Lessee is not liable hereunder in so far as thisis not covered by the costs specified in paragraph 7 of Part B of thisSchedule.

 

7.                                       Allreasonable and proper fees and costs incurred in respect of or in connectionwith Interim Charges and Certificates mentioned in Part A of this Schedule inso far as they relate to the Building Charge and of accounts kept and auditsmade for the purpose thereof.

 

8.                                       The reasonableand proper fees of any managing agents employed by the Lessor for the generalmanagement of the Building in so far as this is not covered by the feesspecified in paragraph 5 of Part B of this Schedule.

 

9.                                       Such sum or sumsby way of reasonable provision for anticipated future expenditure during theTerm in respect of any of the said matters as the Lessor’s auditors accountantsor Surveyors (as so nominated) acting as Experts and not as arbitrators shalldecide should be allocated to the Accounting Period in question as beingprudent and reasonable in the circumstances (such decision to be final andbinding on the parties).

 

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

 

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

 

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

 

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**SCHEDULE 5**

 

**Covenants by the Surety**

 

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

 

1.1                                 The Lessee shall punctually pay the rents and performand observe the covenants and otherterms of this Lease.

 

1.2                                 If the Lessee shallmake any default in payment of the rents or in performing or observing any ofthe covenants or other terms of this Lease the Surety will pay the rents andperform or observe the covenants or terms in respect of which the Lessee shallbe in default and make good to the Lessor on demand and indemnify the Lessoragainst all losses, damages, costs and expenses arising or incurred by theLessor as a result of such non-payment, non-performance or non-observancenotwithstanding:

 

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

 

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

 

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

 

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

 

2.                                       The SuretyFURTHER COVENANTS with the Lessor that if this Lease is disclaimed or forfeitedprior to any lawful assignment by the Lessee of this Lease the Lessor maywithin six months after the disclaimer or forfeiture by notice in writingrequire the Surety to accept a new lease of the Premises for a term equivalentto the residue which if there had been no disclaimer or forfeiture would haveremained of the Term at the same rent and subject to the like covenants andconditions as are payable under and applicable to the tenancy immediatelybefore the date of such disclaimer or forfeiture (the said new lease and therights and liabilities thereunder to take effect as from the date of suchdisclaimer or forfeiture) and in such case the Surety shall pay the Lessor’scosts Incurred by the Lessor in connection with such new lease and the Suretyshall accept such new lease accordingly and will execute and deliver to theLessor a Counterpart thereof.

 

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

 

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

 

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

 

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4.                                       The SuretyFURTHER COVENANTS and guarantees the obligations of the Lessee under anyAuthorised Guarantee Agreement entered into by the Lessee pursuant to the termsof this Lease.

 

5.                                       For the purposesof these provisions references to the Lessee are to the Lessee in relation towhom 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 inconsideration of the agreement to the assignment of the Lease COVENANTS ANDGUARANTEES with and to the Lessor that:

 

1.1                                 The Assignee shallpunctually pay the rents and perform and observe the covenants and other termsof the Lease.

 

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

 

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

 

(b)                                 thatthe terms of the Lease may have been varied by agreement between the parties(but subject always to section 18 Landlord and Tenant (Covenants) Act1995);

 

(c)                                  anyother act or thing by which but for this provision the Lessee would have beenreleased.

 

2.                                       The LesseeFURTHER COVENANTS with the Lessor that if the Lease is disclaimed prior to anylawful assignment by the Assignee of the Lease the Lessor may within six monthsafter the disclaimer require the Lessee to accept a new lease of the Premisesfor a term equivalent to the residue which if there had been no disclaimerwould have remained of the Term at the same rent and subject to the likecovenants and conditions as are payable under and applicable to the tenancyimmediately before the date of such disclaimer (the said new lease and therights and liabilities thereunder to take effect as from the date of suchdisclaimer) and in such case this Lessee shall pay the Lessor’s costs incurredby the Lessor in connection with such new lease and the Lessee shall acceptsuch new lease accordingly and will execute and deliver to the Lessor aCounterpart thereof.

 

3.                                       If the Lease isdisclaimed and for any reason the Lessor does not require the Lessee to accepta new lease of the Premises in accordance with paragraph 2 the Lessee shall payto the Lessor on demand an amount equal to the difference between any moneyreceived by the Lessor for the use or occupation of the Premises less anyexpenditure incurred by the Lessor in connection with the Premises and therents which would have been payable under the Lease but for such disclaimer inboth cases for the period commencing with the date of such disclaimer andending on whichever is the earlier of the following dates:

 

(a)                                  thedate six months after such disclaimer;

 

(b)                                 theend or sooner determination of the Term.

 

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4.                                       Notwithstandingany of the foregoing provisions the Lessee:

 

(a)                                  shallnot be required to guarantee in any way the liability for the covenants andother terms of the Lease of any person other than the Assignee; and

 

(b)                                 shallnot be subject to any liability, restriction or other requirement (of whatevernature) in relation to any time after the Assignee is by law released from thecovenants and other terms of the Lease.

 

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

 

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

 

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| SIGNED as a deed by [ILLEGIBLE] MOODY          |   | )               | /s/ [ILLEGIBLE] |   |
|------------------------------------------------|--------|-----------------|-----------------|--------|
| and J.A. [ILLEGIBLE]                           |   | )               |            |   |
| as attorneys for **Felaw Malting lpswich**     |   | )               |            |   |
| **(No. 1) Limited** in the presence of:   |   | )               | /s/ [ILLEGIBLE] |   |
| ** **                                     |   |            |            |
| ** **                                     |   |            |            |
| /s/ JEREMY PICKLES [ILLEGIBLE]                 |   |
| Name of Witness and Signature                  |
|                                           |
|                                           |
| ATLANTIC HOUSE HOLBORN VIADUCT LONDON ECIA 2FG |   |
| Address                                        |
|                                           |
|                                           |
| SIGNED as a deed by [ILLEGIBLE] MOODY          | )      | /s/ [ILLEGIBLE] |            |
| and J.A. [ILLEGIBLE]                           | )      |            |            |
| as attorneys for **Felaw Maltings Ipswich**    | )      |            |            |
| **(No.2) Limited** in the presence of:         | )      | /s/ [ILLEGIBLE] |            |
| ** **                                     |   |            |            |
| ** **                                     |   |            |            |
| /s/ JEREMY PICKLES [ILLEGIBLE]                 |   |
| Name of Witness and Signature                  |
|                                           |
|                                           |
| ATLANTIC HOUSE HOLBORN VIADUCT LONDON ECIA 2FG |   |
| Address                                        |
|                                           |
|                                           |
| SIGNED as a deed by [ILLEGIBLE] MOODY          | )      | /s/ [ILLEGIBLE] |            |
| and J.A. [ILLEGIBLE]                           | )      |            |            |
| as attorneys for **Mars Pension Trustees**     | )      |            |            |
| **Limited** in the presence of:                | )      | /s/ [ILLEGIBLE] |            |
| ** **                                     |   |            |
| ** **                                     |   |            |
| /s/ JEREMY PICKLES [ILLEGIBLE]                 |   |
| Name of Witness and Signature                  |
|                                           |
|                                           |
| ATLANTIC HOUSE HOLBORN VIADUCT LONDON ECIA 2FG |   |
| Address                                        |
|                                                |        |                 |                 |        |  |  |  |  |  |

 

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