Exhibit
10.1


 


DATED
10th June 2002


 


 


 


HAVANT INTERNATIONAL LIMITED (1)


 


-and-


 


XYRATEX TECHNOLOGY LIMITED (2)


 


 


 


LEASE


 


of


 


Areas in 1000 and 4000


Langstone Technology Park Langstone Road


Havant Hampshire


 


 


 


New Court 1 Barnes Wallis Road


Segensworth Fareham


Hampshire PO15 5UA


(CPLADPA 108825-39)


 

















 


LEASE dated
and delivered 10th June 2002


 


BETWEEN
the Landlord and the Tenant named in the Particulars hereunder


 


WITNESSES as follows:-


 


1.             PARTICULARS


 


	
  Landlord:

  	
   

  	
  HAVANT INTERNATIONAL LIMITED (company number 04018785) whose registered office is at Langstone Road Havant
  Hampshire PO9 ISA

  
	
   

  	
   

  	
   

  
	
  Tenant:

  	
   

  	
  XYRATEX TECHNOLOGY LIMITED (Company Number 03134912) whose registered
  office is at Langstone Road Havant Hampshire PO9 ISA

  
	
   

  	
   

  	
   

  
	
  Premises:

  	
   

  	
  the
  premises comprising approximately 80,748 square feet (7,498 square metres)
  and being known as Areas (or part of Areas) 1, 2 and 3 and Core 24W of 1000
  (formerly known as Areas 22, 30, 31 and 40 of Building 21) and part of Areas
  24/22 and 24/10 of 4000 (formerly known as Areas 24/22 and 24/10 of Building
  24) Langstone Technology Park Langstone Road Havant Hampshire being shown for
  identification only edged red on plans 2 and 3 annexed hereto

  
	
   

  	
   

  	
   

  
	
  Building:

  	
   

  	
  the
  Landlord’s buildings at Langstone Technology Park Langstone Road Havant as
  shown edged green on Plan No l

  
	
   

  	
   

  	
   

  
	
  Term:

  	
   

  	
  A
  term of eleven years commencing on 1st March 2002 and
  expiring on 28th February 2013

  
	
   

  	
   

  	
   

  
	
  Rent Commencement Date:

  	
   

  	
  lst
  March 2002

  
	
   

  	
   

  	
   

  
	
  Rent:

  	
   

  	
  the
  amounts payable (exclusive of VAT) for each of the Base Rent and the
  Additional Rent as attached at Schedule 3 to this Agreement subject to
  review as hereinafter provided

  
	
   

  	
   

  	
   

  
	
  Permitted Use:

  	
   

  	
  use
  for the design manufacture and testing of IT equipment with storage and
  despatch of goods and offices and technical laboratories or such other use
  for which the Landlord has given its consent in writing such consent not to
  be unreasonably withheld or delayed

  
	
   

  	
   

  	
   

  
	
  Car Parking:

  	
   

  	
  28
  allocated outlined in red and 250 unallocated spaces in the car parks shown
  on Plan No 1

  



 


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2.             DEFINITIONS AND INTERPRETATION


 


2.1           In
this Lease wherever the context so admits the following expressions shall have
the following meanings respectively:-


 


2.1.1        “1995 Act”
means the Landlord and Tenant (Covenants) Act 1995


 


2.1.2        “Additional Rent” means the annual additional rent which is specified in Column 5 of
Schedule 3 and includes amounts for the Part 1 Services (subject to review
as hereinafter provided)


 


2.1.3        “Alterations”
means any alterations physical additions improvements or partitions including
without limitation the attachment of any fixtures or equipment in about or to
the Premises


 


2.1.4        “Apparatus”
means all lifts lift shafts escalators water treatment plant boilers heating
air conditioning and ventilation systems generators and all other plant
machinery and equipment (including any alarm systems) belonging to or in the
control of the Landlord in or about or serving the Site including (without
prejudice to the generality of the foregoing) the Conduits


 


2.1.5        “Base Rent”
means the annual rent due for the Premises which is specified in column 4 of
Schedule 3 Provided always that for so long as the Lease remains lawfully
vested in Xyratex Technology Limited company number 03134912 or a company
within the Tenant’s Group (subject to due compliance with clause 4.7.3.1.3
hereof) notwithstanding the provisions for review of Base Rent in
Schedule 4 for the period of two years commencing 1st  March 2007 the Base Rent shall not
exceed a sum equal to the total square footage of the Premises shown in column
2 of schedule 3 multiplied by eight pounds (£8.00) but upon the Lease
ceasing to be so vested this concession shall cease and the due proportion of
the Base Rent from such date up to the next Rent Day which had been unpaid
owing to the concession shall be paid forthwith to the Landlord.


 


2.1.6        “Building”
means the building so stated in the Particulars together with all Landlord’s
structures additions improvements fixtures and fittings from time to time
therein thereunder or thereon and forming part of such building and the
appurtenances thereof


 


2.1.7        “Common Parts” means the roads car parks forecourts landscaped areas pedestrian
walkways entrance halls staircases and all other areas or parts of the Site
which from time to time during the Term are provided by the Landlord for common
use and enjoyment by the tenants and occupiers of the Site and all persons
expressly or by implication authorised by them


 


2.1.8        “Conduits”
means all wires pipes sewers drains cables ducts shafts gullies flues gutters
watercourses soakaways and other like conducting media of whatsoever nature
(including all meters and other apparatus used in connection with them) which
now are or may hereafter during the Perpetuity Period be laid


 


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2.1.9        “Environmental Protection Act” means the Environmental Protection Act 1990
and any Act or Acts amending replacing or modifying such Act for the time being
in force or of a similar nature and all orders and regulations thereunder for
the time being in force


 


2.1.10      “Group Company” means a company which is a member of the same group of companies as the
Tenant (as defined in Section 42 of the Landlord and Tenant Act 1954 (as
amended)


 


2.1.11      “Hazardous Materials” shall include but not be limited to hazardous toxic and radioactive
materials and those substances defined in the Control of Substances Hazardous
to Health Regulations 1994 as a “substance hazardous to health”


 


2.1.12      “Insured Risks” means loss or damage by or in consequence of fire storm tempest
lightning explosion flood earthquake aircraft and other aerial devices and
things dropped therefrom (in time of peace) impact by road vehicles riot civil
commotion malicious damage bursting and overflowing of water tanks apparatus
and pipes terrorism and such other risks as the Landlord shall insure against
from time to time (subject in all cases to such excesses exclusions and
limitations as may be imposed by the insurers or underwriters with whom such
insurance is placed) except always such risks as cannot reasonably be insured
by the Landlord on satisfactory terms or as the Landlord’s insurers or
underwriters have refused to insure


 


2.1.13      “Landlord” means
the person for the time being entitled to the reversion immediately expectant
on the determination of the Term (being at the date hereof the party stated as
such in the Particulars) and any other person who is at any time entitled to
the reversion immediately expectant on the term hereby granted


 


2.1.14      “Landlord’s Group” means the Landlord and any holding company of the Landlord and its
subsidiaries from time to time


 


2.1.15      “Landlord’s Surveyor” means any person appointed by or acting for the Landlord including an
employee of the Landlord competent in the Landlord’s reasonable opinion to
perform the function of a surveyor for any purposes of this Lease


 


2.1.16      “Landlord’s Solicitors” means Blake Lapthom Solicitors of New Court, 1 Barnes Wallis Road,
Segensworth, Fareham, Hampshire, PO15 5UA


 


2.1.17      “Lease”
means this Lease (including any Schedule hereto) and any document which is
supplemental hereto or which is collateral herewith or which is entered into
pursuant to or in accordance with the terms hereof


 


2.1.18      “Loss of Rent” means loss of three years Rents (including proper allowances for
increases in the Rents pursuant to the provisions for rent review herein


 


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contained)


 


2.1.19      “Normal Working Hours” means 7.00 am to 6.00 pm on Mondays to Fridays (inclusive) but
excluding Christmas Day and other public holidays in the United Kingdom


 


2.1.20      “Part 1 Services” means the services supplied in Part 1 of Schedule 2


 


2.1.21      “Part 2  Services” means the services supplied in
Part 2 of Schedule 2


 


2.1.22      “Particulars” means the particulars in Clause 1


 


2.1.23      “Permitted Use” means the use stated as such in the Particulars


 


2.1.24      “Perpetuity Period” means the period of 80 years commencing on the date of this Lease being
the perpetuity period for the purposes of Section 1 of the Perpetuities
and Accumulations Act 1964 applicable to this Lease


 


2.1.25      “Plan” means
any of the four plans annexed hereto and numbered individually


 


2.1.26      “Planning Acts” means the Town and Country Planning Act 1990 the Planning (Listed
Buildings and Conservation Areas) Act 1990 the Planning (Hazardous Substances)
Act 1990 the Planning (Consequential Provisions) Act 1990 and the Planning and
Compensation Act 1991 and any Act or Acts amending replacing or modifying any
of such Acts for the time being in force or of a similar nature and all orders
and regulations thereunder for the time being in force


 


2.1.27      “Premises” means
the premises so stated in the Particulars and as more particularly described in
Part 1 of Schedule 1 and each and every part thereof together with all
Alterations which may be carried out during the Term and shall also include all
Landlord’s fixtures and fittings from time to time in and about the same


 


2.1.28      “Rates”
means either the actual business rates payable in respect of the Premises or in
the absence of an express assessment of the Premises the allocation by the
Landlord to the Premises from time to time of an amount which approximates to
the Uniform Business Rates levy for a premises of a type similar to the
Premises from time to time


 


2.1.29      “Rent Commencement Date” means the date stated as such in the Particulars


 


2.1.30      “Rent Days” means
1st June 1st September 1st December and 1st
March in each year and “Rent Day” shall
mean any of such days as the context requires


 


2.1.31      “Rents”
means the Base Rent and the Additional Rent


 


2.1.32      “Review Date” means 1st March 2007 and 1st March 2012


 


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2.1.33      “Rules”
means any rules or regulations made by the Landlord (acting reasonably) from
time to time to regulate the use and occupation of the Site which are given in
writing to the Tenant


 


2.1.34      “Site”
means the Landlord’s Property at Langstone Road Havant in Hampshire shown edged
blue on Plan No 1


 


2.1.35      “Stipulated Rate” means in relation to interest the rate per annum of four per cent
above the base rate from time to time of HSBC Bank Plc (or where such base rate
is not quoted over such other rate as would in the reasonable opinion of the
Landlord be the nearest equivalent thereto if such base rate were quoted)


 


2.1.36      “Structure”
means the foundations external walls (including the windows and their frames)
load bearing walls supporting columns stanchions beams supports timbers and
girders floors roofs and other structural parts of the Building


 


2.1.37      “Tenant”
means the party stated as such in the Particulars and shall include such
party’s successors in title to this Lease


 


2.1.38      “Tenant’s Group” means the Tenant and any holding company of the Tenant and its
subsidiaries from time to time


 


2.1.39      “Tenant’s Parties” means agents customers visitors invitees licensees contractors
assignees of the Tenant sub-tenants of the Tenant and any persons allowed by
the Tenant on the Premises as the case may be from time to time


 


2.1.40      “Unsecured Underletting” means an underletting of the Premises or part thereof in relation to
which the underlessor and the underlessee have agreed to exclude the provisions
of sections 24 to 28 of the Landlord and Tenant Act 1954 and their agreement to
do so has been duly authorised beforehand by the Court


 


2.1.41      “VAT”
means value added tax or any tax of a similar nature that may be substituted
for it or levied in addition to it


 


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


 


2.2.1        Where
the expression “the Tenants” include two or more persons they shall include the
plural number and obligations expressed or implied to be made by or with any of
such persons shall be deemed to be made by or with such persons jointly and
severally


 


2.2.2        Any
covenant by the Tenant not to do or omit to do an act or thing shall be deemed
to include an obligation not to knowingly permit or suffer such act or thing to
be done or omitted to be done as the case may be


 


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2.2.3        Any
reference to parting with possession shall be deemed to include sharing
possession and any occupation whatsoever by a licensee


 


2.2.4        Any
reference in this Lease to the Landlord’s consent shall include where necessary
the consent of both the Landlord and all superior landlords (if any)


 


2.2.5        Any
references to a right exercisable by the Landlord shall include where necessary
the exercise of such right by all superior landlords (if any) and all persons
authorised by the Landlord or any superior landlord


 


2.2.6        Any
reference to a statute shall include any statutory extension or modification or
re-enactment of such statute and any order instrument plan regulation
permission or direction made or issued thereunder or deriving validity
therefrom


 


2.2.7        Words
importing the singular meaning shall include the plural meaning and vice versa
and words importing the masculine feminine and neuter genders shall include the
other or others of such gender


 


2.2.8        The
clause and paragraph headings and the index are for convenience only and shall
not affect the construction of this Lease


 


2.2.9        For the
avoidance of any doubt expressions used in the Particulars shall have the same
meanings when used elsewhere in this Lease


 


2.2.10      Any
reference to a clause subclause paragraph or schedule shall be a reference
to the clause subclause or paragraph of or schedule to this Lease so
numbered


 


3.             DEMISE AND RENT


 


3.1           In
consideration of the Rents hereinafter reserved and of the covenants and
conditions hereinafter contained the Landlord hereby demises unto the Tenant
with full title guarantee the Premises together with the rights (if any)
contained or referred to in Part 2 of Schedule 1 except and reserving as
provided in Part 3 thereof TO HOLD the same subject to and with the benefit of
the matters (if any) referred to in Part 4 of Schedule 1 unto the Tenant
for the Term yielding and paying therefor unto the Landlord quarterly during
the Term and so in proportion for any less period than a quarter without any
deduction first the Base Rent payable on a Rent Day in advance in accordance
with column 4 of Schedule 3 and Additional Rent payable in advance on each
Rent Day in accordance with Column 5 of Schedule 3


 


3.2           The Additional
Rent shall be reviewed on 1st December 2002 and thereafter every 1st December during
each year of the Term (“the Additional Rent Review Date”) 50 that if any of the
expenses incurred in the provision of the Part 1 Services have varied during
the preceding twelve months the Additional Rent shall be varied as appropriate
by a proportionate amount based on the net square footage of the Premises as a
percentage of the total net square footage of the Site and in the event of any
dispute between the parties either party may require the matter to be
determined by the Landlord’s auditors who shall certify the amount of any
variation to the Additional


 


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Rent
(save in respect of manifest error)  such
variation to take effect from the relevant Additional Rent Review Date and
pending determination the Tenant shall continue to pay the Additional Rent at
the rate payable during the preceding twelve months.


 


3.3           In
providing the Part 1 Services the Landlord shall be entitled to change or
withdraw such of the Part 1 Services as are specified in paragraphs (i), (ii)
and (iii) of Part 1 of Schedule 2 upon giving to the Tenant not less that
three months prior written notice (unless prevented by force majeure) whereupon
the Additional Rent for the relevant year in which the change or withdrawal is
made shall be adjusted by such amount as is fair and reasonable with any
dispute being determined on the application of either party by the Landlord’s
auditor


 


3.4           If
the Landlord shall choose to provide any of the Part 1 Services in a different
manner to that provided previously or to a different quality standard or not to
provide any of the Part 1 Services the effect of which is to reduce the cost of
providing the Part 1 Services then the Additional Rent shall be reduced with
effect from the next Rent Day to reflect such reduction in cost as is fair and
reasonable and in the event of any dispute such dispute to be determined on the
application of either party by the Landlord’s auditor acting as an expert


 


3.5           The
Landlord hereby agrees with the Tenant not to vary the Additional Rent by more
than 15% in any year and not to vary it by more than 40% in any three year
period


 


3.6           If
the Rates for the Premises are reassessed or if the Uniform Business Rate is
varied at any time during the term the Landlord shall be entitled to pass on to
the Tenant the amount of any such variation and if such variation is
retrospective such retrospective payment shall equally be payable by the Tenant
or the Landlord as the case may be (provided that such retrospective charge
shall not include any element relating to a period prior to the Rent
Commencement Date)


 


3.7           The
Base Rent shall be reviewed on the Review Date in accordance with the
provisions of Schedule 4


 


4.             TENANT’S COVENANTS


 


The
Tenant hereby covenants with the Landlord as follows:-


 


4.1          Rent


 


4.1.1        To pay
the Rents reserved by this Lease at the times and in manner aforesaid without
any deductions and not to exercise or seek to exercise any right or claim to
withhold the Rents or any right or claim to legal or equitable set-off


 


4.1.2        If the
Tenant shall from time to time request any of the Part 2 Services and the
parties shall agree on the terms for providing such services to pay to the Landlord
either the amount requested by the Landlord as Additional Rent on the Rent Days
or if to be reimbursed on an occasional basis to pay on demand on an indemnity
basis all reasonable and proper costs incurred by the Landlord in connection
with the provision of the Part 2 Services provided always that it


 


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is
hereby agreed that the Landlord is under no obligation either express or
implied to provide the Part 2 Services but if the Landlord shall wish to cease
to provide any such service then the Landlord will use best endeavours (unless
prevented by force majeure) to give to the Tenant not less than three months
prior written notice thereof and if the Tenant shall wish to cease to receive
any of the Part 2 Services it shall give to the Landlord such prior written
notice as has been agreed for that service prior to the Landlord agreeing to
provide that particular service


 


4.2          lnterest on Arrears


 


If
and whenever the Tenant shall fail to pay Rents or any other monies due under
this Lease within 14 days of the due date (whether formally demanded or not) or
the Landlord shall with good reason refuse to accept the same then (without
prejudice to any other right or remedy of the Landlord including the right of
re-entry hereinafter contained) the Tenant shall pay to the Landlord (whether
formally demanded or not) interest at the Stipulated Rate on such Rents or
other monies as the case may be from the date when the same became due until
payment thereof (as well after as before judgment)


 


4.3          Clean and Tidy


 


4.3.1        To keep
the Premises clean and in a neat and tidy condition and keep all rubbish and
waste in enclosed receptacles on the Premises or where the Landlord directs


 


4.3.2        If the
Premises shall at any time during the Term be out of repair:-


 


4.3.2.1     if the
disrepair is due to damage or accident (other than an Insured Risk) caused by
the Tenant or any one visiting the Tenant the Tenant shall carry out such
repair forthwith in a good and workmanlike manner


 


4.3.2.2     if the
disrepair is due to an Insured Risk or is as a result of fair wear and tear the
Tenant shall give notice to the Landlord of the disrepair


 


4.4          Alterations


 


4.4.1        Not
make or allow to be made any Alterations (save in respect of Tenant’s fixtures
and fittings furnishings and equipment) without obtaining the prior written
consent of the Landlord such consent not to be unreasonably withheld or delayed


 


4.4.2        All
Alterations shall remain the property of the Tenant until the expiration or
earlier termination of this Lease at which time they shall become the property
of the Landlord if the Landlord so elects (other than the tenant’s fixtures and
equipment which shall remain the property of the Tenant at all times) provided
however that the Landlord may at the Landlord’s option (acting reasonably)
require the Tenant at the Tenant’s proper expense to remove any or all


 


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Alterations
made by or at the request of the Tenant (PROVIDED THAT the Landlord’s request
for reinstatement was recorded in writing at the time of consenting to such
Alterations) of the Tenant’s Works and restore the Premises by the expiration
or earlier termination of this Lease to the condition existing prior to the
construction of any such Alterations or the Tenant’s Works.


 


4.4.3        The
Landlord shall provide to the Tenant at the cost of the Tenant the facilities
and equipment required to use the card access system for the Building and
Premises


 


4.5          Entry


 


To
permit the Landlord and its agents and all persons authorised by them (upon
giving reasonable prior written notice to the Tenant and except in the case of
emergency upon agreeing a time with the Tenant) to enter the Premises during
Normal Working Hours:


 


4.5.1        To
examine the state of repair and condition thereof


 


4.5.2        To
check and take inventories of the Landlord’s fixtures and fittings and the
Apparatus


 


4.5.3        To
repair and maintain the Premises and the Apparatus


 


4.5.4        In so
far as it cannot reasonably be carried out from the remainder of the Building
to repair and maintain or execute any work upon the Building or any part
thereof or any Landlord’s fixtures and fittings or the Apparatus therein
(including the installation of additional or the extension of existing plant
machinery equipment services utilities and systems) or to cleanse empty repair
or renew any Conduits or for the provision of any of the services referred to
in Schedule 2 and all physical damage occasioned thereby to the Premises
the Tenant’s stock equipment and fixtures and fittings being made good as soon
as reasonably possible


 


4.5.5        In an
emergency in the event of fire or other catastrophe occurring


 


4.5.6        To read
all the meters and counters in the Premises


 


4.5.7        To
exercise the rights herein excepted and reserved


 


4.5.8        For any
other purpose connected with the interest of the Landlord in the Premises or
any dealing therewith:


 


PROVIDED
THAT if in the exercise of such rights of entry any damage is caused to the
Premises the same shall be rectified forthwith by the Landlord at the
Landlord’s expense to the reasonable satisfaction of the Tenant and that as
little inconvenience as possible shall be caused.


 


AND
FURTHER PROVIDED that the Landlord shall only cany out works pursuant to Clause
4.5.3 above at times reasonably convenient to the Tenant and after due


 


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consultation
with the Tenant so that the Tenant’s quiet enjoyment of the Premises is not
unduly affected


 


4.6          Use


 


4.6.1        Subject
always to the following provisions of this Clause 4.6 and the Rules not to use
the Premises otherwise than for the Permitted Use and in accordance with the
requirements and conditions of any planning permission authorising such use
from time to time


 


4.6.2        Not to
do on the Premises anything which may be illegal or immoral or a nuisance or
annoyance or cause danger or injury or damage to the Landlord or any tenant or
any neighbouring owner or occupier and to pay all costs charges and expenses
incurred by the Landlord in abating a nuisance and in executing such works as
may be required to abate a nuisance in obedience to any notice served upon the
Landlord in respect of or incidental to the Premises or the use thereof


 


4.6.3        Not to
use the Premises for any noxious noisy or offensive trade or business and not
to hold any sale by auction or public show nor keep any live animals or birds
on the Premises and not to allow on the Premises anything which is or may
become dangerous offensive combustible inflammable radioactive or explosive


 


4.6.4        Not to
trade or display goods outside the Premises nor to cause any obstruction
outside the Premises


 


4.6.5        Not to
use on the Premises any machine (other than machinery normally associated with
the Permitted Use and which where appropriate shall be mounted so as to minimise
noise and vibration) without the written consent of the Landlord such consent
not to be unreasonably withheld or delayed and not to use on the Premises any
machinery or sound reproduction or amplifying equipment which shall be noisy or
cause vibration or be a nuisance disturbance or annoyance to the Landlord or
the owners and/or occupiers of any adjoining or neighbouring premises


 


4.6.6        Not to
do anything which imposes any excessive load or strain on the Site (including
the Building and the Premises) or any part thereof


 


4.6.7        Not to
suffer or permit any person to reside or sleep on the Premises


 


4.6.8        Not to
discharge anything into the Conduits serving the Premises or the Site which
will be corrosive or harmful or which may cause any obstruction or deposit
therein


 


4.6.9        Not to
commit any waste upon or to the Premises the Apparatus the Building or the Site


 


4.6.10      Not to
use the passenger lifts in the Building for the movement of materials or


 


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goods except by prior arrangement with the Landlord


 


4.6.11      Not to
obstruct others lawfully using the Common Parts and to use the same in a
reasonable manner and in accordance with the Rules made by the Landlord from
time to time in regard thereto


 


4.6.12      Not to
permit any employee of the Tenant or Tenant’s Parties to enter any part of the
Site other than the Premises and the Common Parts


 


4.7          Alienation


 


4.7.1        Not to
hold the Premises on trust for another


 


4.7.2        Not to
assign underlet or charge part only of the Premises save that the Tenant may
underlet part of the Premises if such underletting is of a contiguous area of
not less than 10,000 square feet and the requirements of clause 4.7.5 – 4.7.8
(inclusive) are complied with


 


4.7.3        Not to
assign this Lease without the consent of the Landlord but subject to the
operation of the following provisions of this clause 4.7.3 such consent is not
to be unreasonably withheld or delayed


 


4.7.3.1     In
addition to reasonable grounds the Landlord may withhold its consent to an application
by the Tenant for licence to assign this Lease unless (for the purposes of s
19(1 A) of the Landlord and Tenant Act 1927) the condition and criteria set out
in this clause 4.7.3.1 are met that


 


4.7.3.1.1                at
the time of the assignment there are no arrears of rent or other monies
properly due under this Lease to the Landlord


 


4.7.3.1.2                at
the time of assignment the Tenant enters into an authorised guarantee agreement
the operative provisions of which are in the form required in Schedule 5
Part 2 or in such other form as the Landlord shall reasonably require


 


4.7.3.1.3                on
an assignment by the Tenant to a company which is another member of the
Tenant’s Group the Tenant procures that another company in the Tenant’s Group
which is reasonably acceptable to the Landlord (unless it is the assignee or it
would be required under the terms of this              Lease
to enter into an authorised guarantee agreement) enters into a guarantee the
operative provisions of which are in the form required in Schedule 5 Part
1 but in determining whether a member of the Tenant’s Group is an acceptable
assignee the Landlord shall be entitled to disregard any guarantee being given
on


 


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behalf
of the proposed assignee.


 


4.7.3.1.4                on
an assignment if the Landlord reasonably so requires to procure a guarantee to
the tenant covenants of the assignee from a guarantor who is reasonably
acceptable to the Landlord the operative provisions of which are in the form
required in Schedule 5 Part 1.


 


4.7.3.1.5                in
the reasonable opinion of the Landlord the proposed assignee is a person who is
likely to be unable is likely to become unable to comply with the tenant
covenants of this Lease which likelihood is adjudged by reference to the
financial strength of the proposed assignee aggregate with that of any
guarantor offered of the proposed assignee at the date of the proposed
assignment


 


4.7.4        Not to
underlet the whole of the Premises or any contiguous part of not less than
10,000 square feet without the consent of the Landlord (such consent not to be
unreasonably withheld or delayed)


 


4.7.5        On the
grant of an underlease to obtain covenants by deed from the underlessee direct
with the Landlord in such form as the Landlord may require that the underlessee
will:


 


4.7.5.1     not assign
sub-underlet or charge part only of the premises underlet and not sub-underlet
the whole of the premises underlet


 


4.7.5.2     not part
with or share possession or occupation of the whole or any part of the premises
underlet nor grant to third parties rights over them otherwise than by a
permitted assignment


 


4.7.5.3     not to
assign the whole of the premises underlet without obtaining the previous
consent of the Landlord under this Lease


 


4.7.6        On the grant of any underlease


 


4.7.6.1     to include
provisions for the revision of the rent reserved by the underlease in an upward
only direction to correspond in time and effect with the provisions for the
revision of rent in this Lease


 


4.7.6.2     not to
reserve or take a premium or fine


 


4.7.6.3     to reserve
a rent which is not less than the market rent for the underlet premises at the
time of the grant of the underlease


 


4.7.6.4     to include
such covenants of the underlessee as are not inconsistent with or impair the
due performance and observance of the covenants of the Tenant in this Lease and


 


12

















 


4.7.6.5               to
include provisions in the underlease to the same effect as those in clause
4.7.5 and 4.7.6 save that there shall be an absolute prohibition on underletting
of part or whole of the underlet premises


 


4.7.7       Not to
underlet the whole or any part of the Premises otherwise than by way of
Unsecured Underletting


 


4.7.7.1     Not
otherwise than by assignment or underletting permitted under this clause 4.7


 


4.7.7.2     to part
with or share possession or occupation of the whole or any
part of the Premises or


 


4.7.7.3     to grant
to third parties any rights over the Premises


 


4.7.8       The
preceding provisions of this clause 4.7 do not apply to any parting with
possession or occupation or the sharing of occupation or sub-division of the
Premises to or with any member of a group of companies of which the Tenant is
itself a member if:


 


4.7.8.1     the
interest in the Premises so created is and remains no more than a
tenancy-at-will and


 


4.7.8.2     the
possession occupation or subdivision are immediately determined if the Tenant
and the relevant member cease for any reason whatsoever to be members of the
same group of companies.


 


4.8          Registration of disposition
of this Lease


 


Within
one month after a disposition of this Lease (‘disposition’ being an assignment
charge transfer underlease sub-underlease assignment or surrender of any
underlease or sub-underlease or on any transmission by death or otherwise
documentary evidence of devolution affecting the Premises):


 


4.8.1        to
produce to and leave with the solicitors for the time being of the Landlord a
certified copy of the document effecting the disposition and


 


4.8.2        to pay
to the solicitors such fee as they may reasonably require for
the registration such fee not being less that thirty five pounds plus Value
Added Tax


 


4.9          Enforcement of underlease


 


4.9.1        Not
without the consent of the Landlord to vary the terms or waive
the benefit of any covenant of the underlessee or condition in an underlease of
the Premises.


 


4.9.2        Not
without the consent of the Landlord (such consent not to be
unreasonably withheld) to accept a surrender of any underlease of the Premises


 


13

















 


4.9.3        Diligently
to enforce the covenants of the underlessee and the conditions in an underlease
of the Premises or the sub-let part (as the case may be) and (if reasonably
required by the Landlord) to exercise by way of enforcement the powers of
re-entry in the underlease


 


4.9.4        Not
without the consent of the Landlord to accept any sum or payment in kind by way
of commutation of the rent payable by an underlease of the Premises or the
sub-let premises


 


4.9.5        Not to
accept the payment of rent from an underlessee of the Premises or the sub-let
premises otherwise than by regular quarterly (or more frequent) payments in
advance


 


4.9.6        Duly
and punctually to exercise all rights to revise the rent reserved by an
underlease of the Premises or the sub-let premises


 


4.10        Contractors


 


Not
to invite or permit contractors to carry out work to the Premises including but
not limited to maintenance contractors or building contractors (such as may be
required to effect agreed Alterations) without prior approval of Landlord such
approval not to be unreasonably withheld or delayed


 


4.11        Compliance with Statutes


 


To
comply in all respects with and in a proper and workmanlike manner to execute
all works required under the provisions of all statutes for the time being in
force and the directions of any competent authority relating to the Premises or
any part thereof or the use thereof or anything contained therein or the
employment therein of any person or persons (but not in respect of Hazardous
Materials whatsoever relating to the Site the Building or the Premises
including in particular asbestos unless brought onto the Premises by the Tenant
or any visitor of the Tenant) and not to do or omit or suffer to be done or
omitted on or about the Premises any act or thing by reason of which the
Landlord may under any enactment incur or have imposed upon it or become liable
to pay any levy penalty damages compensation costs charges or expenses and to
indemnify and keep indemnified the Landlord against all claims demands costs
expenses and liability in respect of the foregoing


 


4.12        Hazardous Materials


 


4.12.1      Not to
cause or allow any of Tenant’s Parties to cause any Hazardous Materials to be
used generated stored or disposed of on or about the Premises the Common Parts
or the Site


 


4.12.2      To obtain
Landlord’s written consent prior to the introduction of any Hazardous Materials
to the Premises the Common Parts or the Site such consent not to be
unreasonably withheld or delayed where the Tenant can satisfy the Landlord that
the Hazardous Materials will be safely handled and


 


14

















 


stored
whilst on the site and the Tenant can and does comply with any requirements of
the Landlord’s insurers


 


4.12.3      Notwithstanding
the foregoing Tenant may handle store use and dispose of products containing
small quantities of Hazardous Materials for “general office purposes” (such as
toner for fax machines and correction fluid)


 


4.12.4      Any
Hazardous Materials handled by the Tenant shall be stored used and disposed of
in a lawful manner and the Tenant shall never allow contamination of the
Premises the Common Parts or the Site


 


4.12.5      The
Tenant shall indemnify and hold the Landlord harmless from and
against all liabilities losses costs and expenses demands causes of action
claims or judgements directly or indirectly arising out of the use generation
storage release or disposal of Hazardous Materials by Tenant or Tenant’s
Parties in the Premises the Common Parts or the Site Provided that nothing in
this Clause 4.12 or elsewhere in this Lease shall impose any liability on the
Tenant in respect of any Hazardous Materials which are present at the Site as
at the date of this Lease.


 


4.12.6      Neither
the consent by the Landlord to the use generation storage release or disposal
of Hazardous Materials nor the strict compliance by the Tenant shall excuse the
Tenant from the Tenant’s obligation of indemnification pursuant to
Clause 4.12.5 and the Tenant’s obligations to the foregoing indemnity shall
survive the expiration or earlier termination of this Lease


 


4.13        Planning/Environmental
Matters


 


4.13.1      Not to
apply for planning permission in respect of the Premises without the Landlord’s
prior written consent (not to be unreasonably withheld or delayed) and if the
Landlord attaches conditions to any such consent not to apply for any planning
permission except in accordance with those conditions so far as the same are
reasonable


 


4.13.2      At all
times during the Term to comply with the provisions and requirements of the
Planning Acts and of any planning permissions (and the conditions thereof)
relating to or affecting the Premises or the use thereof or any operations
works acts or things carried out executed done or omitted thereon and to keep
the Landlord indemnified in respect thereof


 


4.13.3      Subject
to Clause 4.13.1 as often as occasion requires during the Term at the Tenant’s
expense to obtain and if appropriate renew all planning permissions and serve
all notices required under the Planning Acts for the carrying out by the Tenant
of any operations or the institution or continuance by the Tenant of any use of
the Premises or any part thereof


 


4.13.4      To pay
and satisfy any charge imposed under the Planning Acts in respect of the
carrying out or maintenance by the Tenant of any such operation or the
institution or continuance by the Tenant of any such use as aforesaid


 


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4.13.5      Unless
the Landlord otherwise directs in writing to carry out and complete before the
expiration or earlier determination of the Term any work required to be carried
out to the Premises as a condition of any planning permission granted during
the Term whether or not the date by which the planning permission requires such
works to be carried out is during the Term and any development begun on the
Premises in respect of which the Landlord shall or may be or become liable for
any charge or levy under the Planning Acts


 


4.13.6      When
called upon so to do to produce to the Landlord and the Landlord’s Surveyor all
plans documents and other evidence reasonably required by the Landlord to
satisfy itself that the Tenant’s obligations in this Clause 4.13 have been
complied with


 


4.13.7      Not
without the prior written consent of the Landlord to enter into a planning
obligation for the purposes of Section 106 of the Town and Country
Planning Act 1990


 


4.13.8      As soon
as practicable to notify the Landlord of any order direction proposal or notice
under the Planning Acts served on or received by the Tenant or coming to the
Tenant’s notice which relates to or affects the Premises and to produce to the
Landlord if required any such order direction proposal or notice in the
Tenant’s possession and not to take any action in respect of such order
direction proposal or notice without the Landlord’s approval such approval not
be unreasonably withheld or delayed


 


4.13.9      In
relation to any act the commission or omission of which requires any consent
licence or other authority under the Environmental Protection Act not to do or
omit to do (as the case may be) such act without obtaining such authority and
not to apply for such authority without the Landlord’s prior written consent
(such consent not to be unreasonably withheld or delayed)


 


4.14        Easements


 


Not
to obstruct any window light or way belonging to the Premises or to any
adjoining or neighbouring premises nor acknowledge that any easement or other
right for the benefit of the Premises is enjoyed by consent of any other person
nor knowingly permit any new easement right or encroachment to be made into
against or on the Premises and to give immediate notice to the Landlord if any
easement right or encroachment against or affecting the Premises shall be made
or attempted and at the Landlord’s request and the Tenant’s reasonable and
proper cost to adopt such means as may be reasonably required to prevent the
same


 


4.15        Notifications


 


Forthwith
on receipt of any permission notice order or proposal relating to the Premises
or the use or condition thereof given or issued by any governmental local or
other public or competent authority to give full particulars thereof to the
Landlord and if so required by the Landlord to produce the same to the Landlord
and to take all necessary


 


16

















 


steps
to comply therewith and also when requested by the Landlord to make or join
with the Landlord in making such objections and representations against or in
respect of the same as the Landlord shall deem expedient at the Landlord’s cost
provided that the same has not been caused by the Tenant’s default or omission


 


4.16        Defects


 


Forthwith
upon becoming aware of the same to give notice in writing to the Landlord of
any defect in the state or condition of the Premises which would or might give
rise to an obligation upon the Landlord to do or refrain from doing any act or
thing in order to comply with any duty of care imposed upon the Landlord and to
indemnify the Landlord against or in respect of any losses claims actions costs
demands or liability arising out of any failure of the Tenant to comply with its
obligations under this Lease and at all times to give such notice and display
such signs as the Landlord having regard to such duty of care requires to have
displayed at the Premises


 


4.17        Advertisements/Aerials/Signs


 


4.17.1      Not to
affix or exhibit any advertisement placard notice or sign either outside the
Premises or inside the Premises so as to be seen from the outside or on the
Common Parts save that the Tenant (and any permitted sub-tenant) shall be
permitted to display at its own cost one name board on the exterior of the
Building in such place and in such form as the Landlord shall first approve in
writing (such approval not to be unreasonably withheld or delayed) and the
Tenant and any permitted sub-tenant shall also be entitled at its own cost to
display a name board on a plinth erected by the Landlord outside the Building
such name board to be first approved by the Landlord (such approval not to be
unreasonably withheld or delayed)


 


4.17.2      Not to
install any outside satellite receiving dish or television or radio aerial on
the Premises or the Site and if the Landlord so requires to remove at the end
or earlier determination of the Term any item so exhibited or installed making
good all damage caused thereby


 


4.17.3      Not to
erect any signs notices and graphics of every kind or character visible in or
from public view or the Common Parts or the exterior of the Premises without
the Landlord’s prior written approval which the Landlord shall have the right
to withhold in its sole discretion


 


4.17.4      Not to
place or maintain any banners whatsoever or any window decor in or on any
exterior window or window fronting upon the Common Parts or any flagpole or
mast on the Premises the Building or the Site without the Landlord’s prior
written approval which the Landlord shall have the right to withhold in its
sole discretion


 


4.17.5      To remove
all signs name boards graphics flagpoles or masts by the termination of this
Lease and to ensure that such installations and removals shall be made in such
manner as to avoid injury to or defacement of the Premises the Building or the
Site and to make good any damage thereby


 


17

















 


caused


 


4.18        Notice Boards


 


During
the last six months of the Term to permit the Landlord or its agents to affix
upon  any suitable part of the
Premises (not being a part of the Premises where the Tenant exhibits any
permitted sign) (provided that the Permitted Use is not materially prejudiced)
a notice board or bill relating to any reletting of the same or to any sale or
other dealing with any interest in reversion to this Lease and the Tenant will
not remove or obscure the same and will permit those authorised by the Landlord
(upon prior appointment being made with the Tenant) in connection with any such
reletting sale or other dealing to enter and view the Premises without
interruption making good any damage or loss occasioned and causing as little
inconvenience as possible


 


4.19        Expenses


 


To
pay to the Landlord on demand and on an indemnity basis all reasonable and
proper costs charges expenses damages and losses (including but without
prejudice to the generality of the foregoing legal costs bailiff’s fees and
surveyor’s fees) properly incurred by the Landlord in relation to or incidental
to or in contemplation of:-


 


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


 


4.19.2      Procuring
the remedying of any breach of covenant on the part of the Tenant or any
sub-tenant or their respective predecessors in title contained in this Lease


 


4.19.3      Every
application made by the Tenant for a consent or licence required by the
provisions of this Lease whether such consent or licence is granted or refused
or proffered subject to any qualification or condition or whether the
application is withdrawn save where the Landlord unlawfully withholds consent


 


4.20        Indemnity


 


To
keep the Landlord indemnified from and against all proper loss damage actions
proceedings claims demands costs and expenses of whatsoever nature and whether
in respect of any injury to or the death of any person or damage to any
property movable or immovable or otherwise howsoever arising directly or
indirectly from any breach of covenant on the part of the Tenant herein
contained or from the use of the Premises or


 


18

















 


out
of any works carried out at any time during the Term to the Premises by the
Tenant or out of anything now or during the Term attached to or projecting from
the Premises or as a result of any act neglect or default by the Tenant or by
any sub-tenant or by their respective Tenant’s Parties


 


4.21        Yield up


 


At
the expiration or sooner determination of the Term:


 


4.21.1      Quietly
to yield up the Premises to the Landlord with vacant possession in such state
and condition as shall in all respects be consistent with a full and due
performance by the Tenant of the covenants on its part herein contained (trade
or tenant’s fixtures and fittings only excepted)


 


4.21.2      If
required by the Landlord to remove all fixtures and fittings installed in the
Premises during the Term


 


4.21.3      To make
good to the reasonable satisfaction of the Landlord all damage caused as a
result of the removal by the Tenant of any fixtures and fittings


 


4.22        VAT


 


Upon
receipt of a valid VAT invoice:


 


4.22.1      To pay to
the Landlord such VAT as may be or become payable in respect of the Rent
reserved by and other monies payable under and the consideration for all
taxable supplies received or deemed to be received by the Tenant under or in
connection with this Lease


 


4.22.2      In every
case where the Tenant has agreed to reimburse or indemnify the Landlord in
respect of any payment made by the Landlord under the terms of or in connection
with this Lease to reimburse in addition any VAT paid by the Landlord on such
payment


 


4.23        Regulations


 


To
comply with all Rules as the Landlord may from time to time make or give for
the orderly convenient and proper management of the Site (including the
Building) or any part or parts thereof


 


4.24        Observe Covenants


 


To
observe and perform the agreements covenants and stipulations (if any) referred
to in Part 4 of Schedule 1 so far as any of the same are still subsisting
and capable of taking effect and relate to the Premises and to keep the
Landlord indemnified against all actions proceedings costs claims demands and
liability in any way relating thereto


 


19

















 


4.25        Keys


 


4.25.1      To ensure
that the Landlord has keys to enable it at all times to gain access to the
Premises


 


4.25.2      Not to
change or add any locks to the Premises without the prior written approval of
the Landlord such approval not to be unreasonably withheld or delayed


 


5              LANDLORD’S COVENANTS


 


The
Landlord hereby covenants with the Tenant as follows:-


 


5.1          Quiet Enjoyment


 


Provided
the Tenant is paying the Rents and other monies hereby reserved and performing
and observing the covenants conditions and agreements on the part of the Tenant
herein contained the Tenant may peaceably hold and enjoy the Premises during
the Term without interruption by the Landlord or any person lawfully claiming
through under or in trust for the Landlord


 


5.2          Services


 


Provided
that the Landlord is not prevented by any Insured Risk accident strike
combination or lockout of workmen or any other cause beyond its control the
Landlord will use all reasonable endeavours to provide or secure the provision
of the Part 1 Services in an efficient manner and in accordance with the
principles of good estate management provided that the Landlord shall not be
responsible for any temporary delay stoppage or omission in connection
therewith due to any cause or circumstances beyond the Landlord’s control
provided further that the Landlord uses all reasonable endeavours to procure
that the defect is remedied as quickly as possible and that the Tenant is not
charged for those Services which are interrupted until they are restored


 


5.3          Keys


 


To
ensure that any keys held by the Landlord relating to the Premises are only
used for the purposes of entry herein provided


 


5.4          Repair


 


To
keep the Building in good repair and condition (including liability for repair
remediation or otherwise as a result of asbestos in the Building and the
Premises) save where the repair to the Premises is the responsibility of the
Tenant


 


6              INSURANCE


 


Landlord’s Obligations


 


6.1           The Landlord hereby covenants with the Tenant as follows:-


 


20

















 


6.1.1        Save to
the extent that any insurance shall be vitiated by any act neglect default or
omission of the Tenant or any sub-tenant or their respective Tenant’s Parties
the Landlord will insure or cause to be insured the Site (including the
Building and the Apparatus) against loss or damage by the Insured Risks in a
sum equal to the likely cost of completely rebuilding reinstating and replacing
the same (taking into account estimated increases in building costs) together
with the cost of demolition shoring hoarding and removal of debris and a proper
provision for professional fees in respect of rebuilding renewing and
reinstating together in each case with VAT and against Loss of Rent Notwithstanding
the foregoing the Landlord shall not be liable to insure any of the Tenant’s
furniture machinery goods inventory or supplies or other personal property or
fixtures which the Tenant may keep in the Premises


 


6.1.2        Such
insurance as provided by the Landlord pursuant to Clause 6.1 shall be in the
form and with deductibles and endorsements as selected by the Landlord from
time to time save that if the Landlord’s deductible in respect of any claim in
respect of the Premises shall exceed £5,000.00 the Landlord shall give notice
thereof to the Tenant


 


6.1.3        In case
of damage or destruction to the Premises by any of the Insured Risks to expend
when lawful so to do all monies received by the Landlord (other than in respect
of Rent and fees) under the Landlord’s insurance in or towards reinstating such
damage or destruction so far as practicable making good any deficit out of its
own monies but if reinstatement as aforesaid shall not be permitted or possible
or shall be frustrated the insurance monies shall belong to the Landlord
absolutely provided always that in such circumstances the Landlord or Tenant
may at their option determine this Lease by giving one month’s written notice
to the other


 


Tenant’s Obligations


 


6.2           The Tenant hereby covenants with the Landlord as follows:-


 


6.2.1        Not to
effect any separate insurance of the Premises against loss or damage by any of
the Insured Risks but if the Tenant shall become entitled to the benefit of any
insurance on the Premises then the Tenant shall apply all monies received by
virtue of such insurance in making good the loss or damage in respect of which
the same shall have been received


 


6.2.2        Not to
carry on upon the Premises any trade business or occupation in any manner or do
any other thing which in the reasonable opinion of the Landlord may make void
or voidable any policy for the insurance of the Site (including the Building)
or any adjoining or neighbouring property against any risk for the time being
required by the Landlord to be covered or render any increased or extra premium
payable for such insurance (without in the latter event first having paid every
such increased or extra premium) and to pay to the Landlord on demand any
increased premiums payable in respect of the Premises or any adjoining or
neighbouring premises arising by reason of the Premises being


 


21

















unoccupied


 


6.2.3        To
carry out in accordance with the reasonable directions of the Landlord all such
works as may be required by it for the better protection of the Premises and to
comply with the requirements of the Landlord’s insurers in respect of the
Premises


 


6.2.4        In the
event of the Premises or any part thereof being destroyed or damaged by any
peril whatsoever to give notice thereof to the Landlord as soon as such
destruction or damage shall come to the notice of the Tenant stating whether
and to what extent such destruction or damage was brought about directly or
indirectly by any of the Insured Risks


 


6.2.5        In the
event of the Premises or any adjoining or neighbouring premises of the Landlord
or any part thereof being destroyed or damaged by any of the Insured Risks and
the insurance money under any insurance against the same effected thereon by
the Landlord being wholly or partly irrecoverable by reason solely or in part
of any act or default of the Tenant or any sub-tenant or their respective
Tenant’s Parties then and in every such case the Tenant will forthwith pay to
the Landlord the whole or (as the case may be) the irrecoverable portion of the
cost (including professional and other fees and VAT) of completely rebuilding
and reinstating the same


 


6.2.6        In the
event of any claim on the Landlord’s policy to indemnify the Landlord against
any excess deducted from the payment of such claim


 


Abatement of Rent


 


6.3           If
the Premises or any part thereof or access thereto shall be destroyed or
damaged by any Insured Risk so as to be unfit for occupation or use then save
to the extent that the insurance of the Premises shall have been vitiated by
any act neglect default or omission of the Tenant or any sub-tenant or their
respective Tenant’s Parties the Rents or a fair and just proportion thereof
according to the nature and extent of the damage sustained (the amount of such
proportion if it cannot be agreed to be determined by a single arbitrator to be
appointed on the application of either party by the President for the time
being (or other next senior officer available) of the Royal Institution of
Chartered Surveyors whose decision shall be final and binding) shall be
suspended until the Premises or access thereto or the damaged portion thereof
shall have been reinstated or made fit for occupation and use or (if earlier)
until the insurance effected or caused to be effected by the Landlord in
respect of Loss of Rent shall be exhausted


 


6.4           If
the Premises or access thereto have not been reinstated or made fit for
occupation and use by the time the insurance effected or caused to be effected
by the Landlord in respect of Loss of Rent shall be exhausted either the
Landlord or the Tenant may determine this Lease by giving seven days notice to
the other


 


7              PROVISOS


 


Provided
always and it is hereby agreed and declared as follows:-


 


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7.1          Default


 


If
and whenever-


 


7.1.1        Failure
to pay the Rents or any part thereof or any other amount due and payable
hereunder shall be in arrear or unpaid for twenty-one (21) days after the same
shall have become due (whether formally demanded or not) or


 


7.1.2        There
shall be any other breach non-performance or non-observance of any of the
covenants and conditions herein contained and on the part of the Tenant to be
observed or performed or


 


7.1.3        The
Tenant enters into an arrangement or composition for the benefit of its
creditors or


 


7.1.4        The
Tenant has any distress or other execution levied on its goods at the Premises
or


 


7.1.5        The
Tenant (being in either case an individual) becomes or is made bankrupt or has
an administration order made in respect of it or appears unable to pay its
debts within the meaning of Section 268 of the Insolvency Act 1986 or


 


7.1.6        The
Tenant (being in either case a body corporate) has a winding up order made in
respect of it other than a members’ voluntary winding up of a solvent company
for the purposes of amalgamation or reconstruction approved by the Landlord
such approval not to be unreasonably withheld or delayed or has a receiver
administrator or an administrative receiver appointed of it or any of its
assets which appointment remains undismissed or undischarged for a period of
ten (10) days or is dissolved or struck off the Register of Companies or (being
a body corporate incorporated outside the United Kingdom) is dissolved or
ceases to exist under the laws of its country or state of incorporation or
appears unable to pay its debts within the meaning of Section 123 of the
Insolvency Act 1986


 


then
and in any such case it shall be lawful for the Landlord or any person
authorised by the Landlord at any time thereafter to re-enter upon the Premises
or any part thereof in the name of the whole and thereupon the Term shall
absolutely determine without prejudice to any right or remedy of the Landlord
in respect of any breach of the Tenant’s covenants contained in this Lease


 


7.2          Exclusion of Use Warranty


 


Nothing
in this Lease or in any consent granted by the Landlord under this Lease shall
imply or warrant that the Premises may be used for any purpose whatsoever under
the Planning Acts now or from time to time in force (including the Permitted
Use) or that the Premises are or will remain otherwise fit for any such use


 


23

















 


7.3          VAT


 


Except
where otherwise expressly stated in this Lease all Rents or other consideration
in respect of supplies for VAT purposes received or deemed to be received by
the Tenant under or in connection with this Lease is exclusive of VAT


 


7.4          Service of Notices


 


Any
notice required to be served under this Lease shall be in writing and shall be
properly served if it complies with the provisions of Section 196 of the
Law of Property Act 1925 as amended by the Recorded Delivery Service Act 1962
or Section 23 of the Landlord and Tenant Act 1927 and in addition any
notice shall be sufficiently served if sent by facsimile transmission to the
party to be served and service shall be deemed to be made on the date of
transmission if transmitted before 4.00 p.m. on the date of transmission but
otherwise on the next day


 


7.5          Development of Neighbouring Premises


 


So
far as the same does not materially and substantially derogate from the rights
granted to the Tenant in this Lease and the Permitted Use shall not be
materially prejudiced the Landlord shall be entitled to carry out or permit the
development of any adjoining or neighbouring premises (whether included in the
Site or not) and to build on or into any boundary wall of the Premises or to
re-route any services in the Premises notwithstanding that the access of light
or air to the Premises may thereby be diminished or otherwise interfered with


 


7.6          Compensation


 


Any
statutory right of the Tenant or any sub-tenant to claim compensation from the
Landlord on vacating the Premises shall be excluded as far as the law allows


 


7.7          Implied Easements


 


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


 


7.8          Disputes with Adjoining Occupiers


 


Any
dispute arising as between the Tenant and the lessees tenants or occupiers of
adjoining or neighbouring premises belonging to the Landlord relating to any
easement right or privilege in connection with the Premises or relating to the
party or other walls of the Premises or as to the amount of any contribution
towards the expenses of works to services or matters used in common shall be
referred to the Landlord (acting reasonably and in a professional manner) whose
decision shall be binding upon all parties to the dispute


 


24

















 


7.9          Tenant’s Effects


 


The
Tenant hereby irrevocably appoints the Landlord to be its agent to store or
dispose of any effects left by the Tenant on the Premises 14 days after the
termination of this Lease (whether by effluxion of time or otherwise) on any
terms that the Landlord thinks fit and without the Landlord being liable to the
Tenant and to include but not be limited to the cost of storage (if any) and
any other expenses reasonably incurred by the Landlord but the Landlord paying
to the Tenant the balance of the sale proceeds thereof forthwith and the Tenant
hereby agrees to indemnify the Landlord against any liability incurred by the
Landlord to any third party whose property shall have been sold by the Landlord
in the mistaken belief held in good faith (which shall be presumed unless the
contrary be proved) that such property belonged to the Tenant


 


7.10        Landlord’s Liability


 


7.10.1      The
Landlord shall not be liable to the Tenant in respect of any failure of the
Landlord to perform any of the Landlord’s obligations to the Tenant under this
Lease whether express or implied unless and until the Tenant has notified the
Landlord or the Landlord otherwise has knowledge of the facts giving rise to
the failure and the Landlord has failed within a reasonable time to remedy the
same nor shall the Landlord be liable for any indirect loss or damage including
consequential loss from any damage or loss to any property of the Tenant at the
Premises


 


7.10.2      Any
person undertaking an obligation under or by virtue of this Lease which is a
landlord covenant for the purposes of the 1995 Act does so only in respect of
the period of time during which the reversion immediately expectant upon the
determination of the Term is vested in such person and not further or otherwise


 


7.11        No Waiver


 


7.11.1      No demand
for or receipt or acceptance of any part of the Rent hereby reserved or any
payment on account thereof shall operate as a waiver by the Landlord of any
right which the Landlord may have to forfeit this Lease by reason of any breach
of covenant by the Tenant and the Tenant shall not in any proceedings for
forfeiture be entitled to rely on any such demand receipt or acceptance as
aforesaid as a defence


 


7.11.2      The
return to the Tenant of any Rents or other monies paid by banker’s standing
order or direct debit as soon as reasonably practicable after receipt shall be
treated as a refusal by the Landlord to accept the same and the Tenant shall
not in any proceedings for forfeiture be entitled to rely on any such receipt
as a defence


 


7.11.3      If the
Landlord waives the performance of any term covenant or condition contained in
this Lease such waiver shall not be deemed to be a waiver of a subsequent
breach of the same of any other term covenant or condition contained herein


 


25

















 


7.11.4      Failure
by the Landlord to enforce any of the terms covenants or conditions of this
Lease for any length of time shall not be deemed to waive or decrease the right
of the Landlord to insist thereafter upon strict performance by the Tenant.


 


8.             Break Clause


 


The
Tenant shall be entitled by giving not less than six (6) months notice in
writing to the Landlord to terminate this Lease at 28th February 2010
and PROVIDED THAT the Tenant shall not be in arrears of any monies payable
under the Lease at the expiry of such notice and shall with such notice pay to
the Landlord a sum equivalent to the then payable Rent and Additional Rent
(including Value Added Tax) for the period of six months as compensation for
such termination (but for the avoidance of doubt this compensation payment
shall not relieve the Tenant of the obligation to pay the Rent and the
Additional Rent for the period up to the expiry of such notice) and from the
expiration of such notice this Lease shall absolutely cease and determine but
without prejudice to any right or remedy of the Landlord or Tenant in respect
of any antecedent breach by the other party of the provisions of this Lease and
upon termination the Tenant shall deliver to the Landlord the original of this
Lease


 


9.             Confidentiality


 


The
Landlord and the Tenant covenant with each other to keep confidential and not
at any time to disclose or make known to anyone whatsoever or use for their own
or any other person’s benefit the contents of this Lease except as may be
required by any legal or regulatory authority to which the Landlord or Tenant
is subject or to any professional adviser


 


10.          Jurisdiction


 


This
Lease is and shall be governed by and construed in all respects in accordance
with the laws of England


 


11.          Status of Lease


 


For
the purposes of the 1995 Act this Lease is a new tenancy


 


12.          Successors and Assigns


 


This
Lease shall be binding upon and inure to the benefit of Landlord its successors
and assigns and shall be binding upon and inure to the benefit of the Tenant
and its successors


 


13.          Exclusion of Rights under The Contracts (Rights of Third
Parties) Act 1999


 


A
person who is not party to the Lease shall have no right under the Contracts
(Rights of Third Parties) Act 1999 to enforce any term of this Lease. This
clause does not affect any right or remedy of any person which exists or is
available otherwise than pursuant to that Act.


 


26

















 


SCHEDULE 1


Part 1 


(Premises)


 


All
those premises shortly described in the Particulars which are for the purpose
of identification shown edged red on Plans No 2 3 and 4 and which include for
the purpose of obligation as well as of grant


 


1.             The plaster or other rendering and decorative
covering of the walls thereof and (in the case of non structural walls only)
the inner half thereof severed medially


 


2.             The floor screed (but not the slab beneath
the same) and the raised floors


 


3.             The ceiling thereof (but not the beams above
the same)


 


4.             All partition walls bounding the offices (but
not the external walls) including the doors and windows fitted therein and
their respective frames and fixings


 


5.             All carpets and floor covering within and all
other Landlord’s fixtures and fittings in on or forming part of such offices
and exclusively serving the same


 


SCHEDULE 1


Part 2


(Easements and rights granted)


 


The
following rights are granted to the Tenant in connection with the use of the
Premises in accordance with and subject to the provisions of this Lease such
rights being exercisable in common with the Landlord and those authorised by
the Landlord including other tenants of the Site


 


(i)            The
use of the Common Parts for all proper purposes


 


(ii)           The
free passage of water soil electricity telephone and other services for the
Premises through the Conduits which are in other parts of the Site and which
serve the Premises end


 


(iii)          Support
shelter and protection from other parts of the Building and the Site


 


(iv)          The
right to the Car Parking specified in the Particulars


 


(v)           Subject
to availability the right to use the Landlord’s canteen gymnasium conference
and auditorium facilities


 


(vi)          The
right to connect into and use the telephone system at the Site (if any)


 


(vii)         the
use of the Apparatus and the Conduits serving the Premises


 


27

















 


(viii)        the
right to install connect into and use one domestic satellite receiving dish on
such part of the Premises as forms Building 1000, (such satellite dish to be
positioned in such place as is first approved by the Landlord, such approval
not to be unreasonably withheld or delayed) provided always that the satellite
dish is not to be mounted on the facade of Building 1000 or in any other
location such that it is visible from the car parks or pedestrian walkways to
and from the other buildings on the Site..


 


(ix)           such
other rights (if any) as are requisite for the reasonable use and quiet
enjoyment of the Premises for the Permitted Use.


 


PROVIDED
THAT the Landlord shall be entitled to close the Common Parts or any part or
parts thereof from time to time for estate management purposes upon providing
the Tenant with a reasonable alternative and upon giving the Tenant reasonable
prior notice (except in an emergency) provided that such closure is kept to a minimum
as far as reasonably possible


 


SCHEDULE 1


Part 3


(Exceptions and reservations)


 


Excepting
and reserving in favour of the Landlord and its tenants agents and licensees
and those authorised by the Landlord and all other persons who now have or may
hereafter be granted similar rights:-


 


(i)            The
full free and uninterrupted passage and running of water soil telephone
electricity telecommunication and all other services and supplies of whatsoever
nature from and to any other parts of the Site and any other adjoining or
neighbouring property of the Landlord through such of the Conduits serving the
same which are or may hereafter during the Perpetuity Period be in on under or
over the Premises and the right of entry (subject to reasonable prior notice
except in the case of emergency) onto the Premises for the purpose of
inspecting repairing renewing relaying cleansing maintaining and connecting up
to any such existing or future Conduits the Landlord making good any damage
thereby caused to the reasonable satisfaction of the Tenant and causing as
little inconvenience as possible


 


(ii)           So
far as the same does not materially and substantially derogate from the rights
granted to the Tenant in this Lease the right to erect or to consent hereafter
to any person erecting a new building or to alter any part of the Site or any
building for the time being on any adjoining or neighbouring property of the
Landlord in such manner as the Landlord or the person or persons exercising
such right may think fit and notwithstanding that such alteration or erection
may diminish the access of light and air enjoyed by the Premises and the right
to deal with the remainder of the Site and any adjoining or neighbouring
property of the Landlord as it may think fit


 


(iii)          The
right to erect temporary scaffolding for the purpose of repairing cleaning
rebuilding renewing or altering the Building or any part thereof or any
buildings which now or may at any time during the term hereby created be on the
adjoining or neighbouring property of the Landlord notwithstanding that such
scaffolding may restrict the access to or enjoyment and use of the Premises
provided that such scaffolding is removed as


 


28

















 


soon
as reasonably practicable


 


(iv)          The
right for the Landlord and those authorised by the Landlord to enter the
Premises for the purposes and in the manner mentioned in this Lease and in
particular but without prejudice to the generality of the foregoing to enable
the Landlord to clean and maintain the Premises and keep the same in repair and
for security and insurance purposes Provided that where the Landlord enters for
the purposes of repairing and maintaining the Premises the Landlord carries out
such works at times reasonably convenient to the Tenant and after due
consultation with the Tenant so that the Tenant’s quiet enjoyment of the
Premises is not unduly affected the Landlord making good any damage to the
reasonable satisfaction of the Tenant and causing as little inconvenience as
possible


 


(v)           All
rights of light air support shelter and protection for the parts of the
Building and the Site not included in the Premises and all such rights (if any)
as shall now or hereafter belong to and be enjoyed by any land or premises
adjacent the Building


 


(vi)          The
right to remove plant and equipment from Core 24W of 1000 including the right
to dismantle walls forming part of the Premises to facilitate such removal subject
to the Landlord reinstating such walls as soon as reasonably possible and
causing as little inconvenience and nuisance to the Tenant as reasonably
possible


 


SCHEDULE 1


Part 4


(Matters to which the Premises are subject)


 


All
the matters found in the entries of the Property and Charges registers (other
than financial charges) of Title Number HP494092


 


SCHEDULE 2


ADDITIONAL RENT


Part 1 Services


 


(i)            Use
of vending services canteen and gymnasium (subject to the Tenant and the
Tenant’s Parties paying any charges in like manner as the employees of the
Landlord)


 


(ii)           Provision
of conference and auditorium facilities for occasional use provided that the
Tenant shall be entitled to use such facilities for a minimum of 10% of the
availability thereof in any week by agreement with the Landlord (acting
reasonably) excluding specific external charges (e.g. telephone charges and
video link)


 


(iii)          Mail
services excluding postage charges for mail


 


(iv)          All
maintenance repair renewal and cleaning of the Site (including the Property the
Building the Common Parts the Apparatus and the Conduits)


 


29

















 


(v)           Sign
boards outside the Building and/or on the Site holding details of the Tenant


 


(vi)          Discharge
of Rates sewerage and water rates for the Premises and the Site


 


(vii)         Supply
of electricity to the Premises and the Site (including any standing charge)
save for any electricity supplied through a meter exclusively for the Premises


 


(viii)        Provision
of 24 hour security for the Site


 


(ix)           Heating
lighting and air conditioning during Normal Working Hours for the Premises and
the Common Parts


 


(x)            Insurance
of the Site (including the Building)


 


(xi)           Depreciation
of capital items in respect of the Building (including the Premises) the Common
Parts the Apparatus and the Conduits such depreciation to be determined by the
Landlord’s auditors acting reasonably (save in respect of manifest error) and
in accordance with normal accountancy practice


 


Part 2


Services


 


(i)            The
provision of telephone handsets and any additional equipment requested by the
Tenant and telephone charges including line rental and all calls


 


(ii)           Space
re-arrangements and fit-up including installation of additional cables


 


(iii)          Stationery
supplies


 


(iv)          Photocopying


 


(v)           Postage
charges


 


(vi)          External
charges for use of video conference and telephone facilities


 


(vii)         Non-standard
cleaning


 


(viii)        Heating
and air-conditioning outside Normal Working Hours


 


(ix)           Repair
maintenance and renewal of the Premises for reasons other than fair wear and
tear


 


30

















 


SCHEDULE 3


 


The Rent amounts are
specified hereunder. The amounts shown in l columns 4 & 5 are the annual amounts
payable on rent days in UK pounds at the commencement of this Lease excluding
VAT


 




	
  1

  	
   

  	
  2

  	
   

  	
  3

  	
   

  	
  4

  	
   

  	
  5

  	
   

  
	
  Area

  	
   

  	
  Actual

  square

  feet

  	
   

  	
  Rate

  PSF

  	
   

  	
  Annual
  Base

  Rent

  excluding

  VAT

  	
   

  	
  Annual 

  Additional

  Rent excluding

  VAT

  	
   

  
	
  21/1
  — offices

  	
   

  	
  19,780

  	
   

  	
  5.00

  	
   

  	
  98,900

  	
   

  	
  250,019

  	
   

  
	
  Cores
  — stores

  	
   

  	
  1,604

  	
   

  	
  3.75

  	
   

  	
  6,013

  	
   

  	
  7,858

  	
   

  
	
  21/2
  —office

  	
   

  	
  16,026

  	
   

  	
  5.00

  	
   

  	
  80,130

  	
   

  	
  202,572

  	
   

  
	
  21/2
  —labs

  	
   

  	
  10372

  	
   

  	
  3.75

  	
   

  	
  38,897

  	
   

  	
  151,334

  	
   

  
	
  21/2
  —ISG

  	
   

  	
  851

  	
   

  	
  3.75

  	
   

  	
  3,189

  	
   

  	
  9,942

  	
   

  
	
  21/2—dp

  	
   

  	
  455

  	
   

  	
  4.00

  	
   

  	
  1,822

  	
   

  	
  5,324

  	
   

  
	
  21/3
  —offices

  	
   

  	
  9,334

  	
   

  	
  5.00

  	
   

  	
  46,672

  	
   

  	
  117,987

  	
   

  
	
  21/3
  — manufacturing

  	
   

  	
  17,186

  	
   

  	
  3.75

  	
   

  	
  64,448

  	
   

  	
  212,420

  	
   

  
	
  21/3
  — stores/labs

  	
   

  	
  1,648

  	
   

  	
  3.75

  	
   

  	
  6,180

  	
   

  	
  16,052

  	
   

  
	
  24/22
  — labs

  	
   

  	
  2,071

  	
   

  	
  3.75

  	
   

  	
  7,377

  	
   

  	
  24,206

  	
   

  
	
  24/10
  — dp

  	
   

  	
  1,420

  	
   

  	
  4.00

  	
   

  	
  5,397

  	
   

  	
  20,723

  	
   

  
	
  TOTAL

  	
   

  	
  80,747

  	
   

  	
   

  	
   

  	
  359,026

  	
   

  	
  l,018,436

  	
   

  






 


SCHEDULE 4


Rent Review


 


1.             On each of the Review Dates the Base Rent
shall be reviewed to the higher of:-


 


1.1           The Base Rent payable immediately prior to the relevant Review Date and


 


1.2           The New Base Rent as hereinafter provided


 


2.             On or before the relevant Review Date the
parties shall agree the new Base Rent for the Premises at the Review Date (hereinafter
called “the New Base Rent”)


 


3.             If the parties cannot agree on the New Base
Rent for the Premises by the relevant Review Date then the matter may be
determined by an arbitrator such arbitrator to be nominated in the absence of
agreement by or on behalf of the President for the time being of the Royal
Institution of Chartered Surveyors on the application of the


 


31

















 


Landlord
made not earlier than three months before the Review Date and so that in the
case of such arbitration the New Base Rent to be awarded by the arbitrator
shall be such as he shall decide should be the yearly market rent as at the
Review Date for the Premises:


 


3.1           On the following assumptions at that date:


 


3.1.1        that
the Premises are fully fitted out and fit for immediate occupation and use and
that no work has been carried out thereon by the Tenant or his sub-tenants
during the Term which has diminished the rental value of the Premises and that
in the case that the Premises have been destroyed or damaged they have been
fully restored


 


3.1.2        that
the Premises are available to let by a willing landlord to a willing tenant as
a whole without a premium but with vacant possession subject to the provisions
of this Lease (other than the amount of the Base Rent but including the
provisions for rent review) for a term equal to the residue of the term hereby
created of this Lease


 


3.1.3        that
the covenants herein contained on the part of the Tenant have been fully
performed and observed


 


3.1.4        that
the Tenant bears all outgoings for the Premises to the extent detailed in this
Lease


 


3.2           On the following disregards at that date:-


 


3.2.1        any
goodwill attached to the Premises since the commencement of the Term by the
reason of the carrying on thereat of the business of the Tenant or any
predecessor or successor in title


 


3.2.2        any
effect on rent of the fact that the Tenant or any predecessor or successor in
title has been in occupation of the Premises


 


3.2.3        any
increase in rent resulting from any alteration or improvement carried out with
the consent of the Landlord where such consent is required (unless it was
carried out in pursuance of an obligation to the Landlord)


 


4.             If the New Base Rent payable on and from the
relevant Review Date shall not have been agreed by the Review Date the Base
Rent shall continue to be payable at the rate previously payable and forthwith
upon the New Base Rent being ascertained the Tenant shall pay to the Landlord
(subject if applicable to the limitation contained in the definition of the
Base Rent contained in Clause 2.1.5) any shortfall between the Base Rent and
New Base Rent from the Review Date up to and on the Rent Day next following
together with interest at the Landlord’s normal bank borrowing rate on such late
payment as hereinbefore provided from the Review Date until the date of payment


 


5.             For the purposes of this Schedule the
New Base Rent shall be deemed to have been ascertained on the date when the
same has been agreed between the parties or as the case may  be
the date of the award of the arbitrator


 


32

















 


6.             Any arbitration shall be conducted in
accordance with the Arbitration Act 1996


 


SCHEDULE 5


Forms of Guarantee on Assignments


 


Part 1


Form of Guarantee from a Third Party


 


1.             Guarantee


 


1.1           The
Surety guarantees to the Landlord that the Tenant will pay the rents reserved
by and perform and observe all the Tenant’s covenants in this Lease throughout
the Term and any extension by statute of the tenancy created by this Lease and
the Surety will pay and make good to the Landlord on demand any losses damages
costs and expenses suffered by the Landlord by reason of any failure of the
Tenant to do so


 


1.2           The guarantee in clause [1.1] remains in force
so long as and to the extent that the Tenant is not released by law (otherwise
than by disclaimer) from liability for the Tenant’s covenants in this Lease


 


1.3           The Surety also guarantees to the Landlord
that the Tenant will observe and perform its obligations under an authorised
guarantee agreement to be entered into by the Tenant under the terms of this
Lease and will pay and make good to the Landlord on demand any proper losses
damages costs and expenses suffered or incurred by the Landlord if the Tenant
fails to do so


 


1.4           For the purposes of this Clause [1] references
to the Tenant are to the assignee in relation to whom the guarantee to the
Landlord is given and none other


 


2.             No waiver as to release of
liability


 


The Surety is not to be released from liability under
these provisions by reason of:-


 


2.1           any forbearance the granting of time or any
other indulgence on the part of the Landlord or


 


2.2           any variation of this Lease whether or not
made with the consent of the Surety unless materially prejudicial to the Surety


 


3.             Surety to accept new lease
upon disclaimer


 


3.1           If this Lease is determined by re-entry by the
Landlord or is effectively determined by disclaimer the Surety will if the
Landlord by notice within three months after the date of determination so requires
take from the Landlord a lease of the Premises


 


3.2           The lease to be granted to the Surety under
Clause [3.1] is to be on the following terms:-


 


3.2.1        the term
is to commence on the date of termination of this Lease and to be equal to the
residue of the Term which would have remained unexpired at that date if this
Lease had not been terminated


 


3.2.2        the
yearly rent is to be the same as would have been payable under this Lease if it
had continued undetermined and if a rent review operative from a review date
before the grant of the Lease had not been completed the Surety will complete
the rent review with the Landlord as if it had been the Tenant under this Lease
in order to establish the commencing yearly rent under the Lease


 


3.2.3        the
Lease is otherwise to be on the same terms and conditions as would have applied
under this Lease if it had continued undetermined and


 


33

















 


3.2.4        the
Surety is to succeed to the rights and assume the liability of the
Tenant under this Lease as if the Lease had continued undetermined


 


4.             Subordination of rights of the Surety


 


4.1           The
provisions of Clause [4.2] are to apply unless the Landlord has no subsisting
claim against the Tenant for non-payment of rent or for breach of obligation
under this Lease


 


4.2           The
Surety may not:-


 


4.2.1        seek to
recover from the Tenant or any third party whether directly or by way of
set-off lien counterclaim or otherwise or accept any money or other property or
security or exercise any rights in respect of any sum which may be or become
due to the Surety on account of the failure of the Tenant to observe and
perform the tenant covenants in this Lease


 


42.2         in
competition with the Landlord claim prove or accept any payment in a winding-up
liquidation bankruptcy composition with creditors or other form of arrangement
on the insolvency of the Tenant for money owing to the Surety by the Tenant nor


 


4.2.3        exercise
any right or remedy in respect of an amount paid by the Surety under this Lease
or any liability incurred by the Surety in observing performing or discharging
the obligations and covenants of the Tenant


 


4.3           The
Surety warrants mat it has not taken and undertakes with the Landlord that it
will not without the consent of the Landlord take any security from the Tenant
in respect of this guarantee and if any security is nevertheless taken it is to
be held on trust for the Landlord as security for the respective liabilities of
the Surety and the Tenant


 


Part 2


Form of Authorised Guarantee Agreement


 


The
operative provisions of the authorised guarantee agreement to be given by the
Surety on an assignment of this Lease are to be the same as those which appear
in Part 1 of this Schedule (renumbered appropriately in its context) with
the following exceptions:-


 


1.             There is to be no provision corresponding to
Clause 1.3


 


2.             The paragraph corresponding to Clause 1.4 is
to be replaced by the following paragraph:


 


“For
the purposes of this guarantee references to the “Tenant” are to the assignee
of this Lease in relation to whom the guarantee to the Landlord is given and
none other”


 


3.             In the provision corresponding to clause 3.1
the words in the first line of the clause “... by re-entry by the Landlord....”
are to be omitted


 


	
  EXECUTED as a Deed (but not

  	
  )

  
	
  delivered
  until the date hereof)

  	
  )

  
	
  by
  HAVANT INTERNATIONAL LIMITED

  	
  )

  
	
  acting
  by

  	
  )

  
	
   

  	
   

  
	
  Director

  	
  /s/ [ILLEGIBLE]

  	
   

  	
   

  
	
   

  	
   

  
	
  Director/Secretary  

  	
  /s/ [ILLEGIBLE]

  	
   

  	
   

  



 


34

















 


	
  EXECUTED as a Deed (but not

  	
  )

  
	
  delivered
  until the date hereof) by

  	
  )

  
	
  XVRATEX TECHNOLOGY

  	
  )

  
	
  LIMITED acting by

  	
  )

  
	
   

  	
   

  
	
  Director

  	
   

  
	
   

  	
   

  
	
  Director/Secretary

  	
   

  



 


35