##### 



Exhibit 10.2
 
       Attachments:
    
    Site Plan (filed plan for BK289836)
Floor Plan
Specification




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CONTENTS
 CLAUSE
    
    
    PAGELR1.
    
    DATE OF LEASE
    
    
    1LR2.
    
    TITLE NUMBER(S)
    
    
    1LR3.
    
    PARTIES TO THIS LEASE
    
    
    1LR4.
    
    PROPERTY
    
    
    1LR5.
    
    PRESCRIBED STATEMENTS ETC
    
    
    2LR6.
    
    TERM FOR WHICH THE PROPERTY IS LEASED
    
    
    2LR7.
    
    PREMIUM
    
    
    2LR8.
    
    PROHIBITIONS OR RESTRICTIONS ON DISPOSING OF THIS LEASE
    
    
    2LR9.
    
    RIGHTS OF ACQUISITION ETC
    
    
    2LR10.
    
    RESTRICTIVE COVENANTS GIVEN IN THIS LEASE BY THE LANDLORD IN RESPECT OF LAND OTHER THAN THE PROPERTY
    
    
    3LR11.
    
    EASEMENTS
    
    
    3LR12.
    
    ESTATE RENTCHARGE BURDENING THE PROPERTY
    
    
    3LR13.
    
    APPLICATION FOR STANDARD FORM OF RESTRICTION
    
    
    3LR14.
    
    DECLARATION OF TRUST WHERE THERE IS MORE THAN ONE PERSON COMPRISING THE TENANT
    
    
    31.
    
    DEFINITIONS
    
    
    42.
    
    INTERPRETATION
    
    
    113.
    
    DEMISE
    
    
    124.
    
    THE TENANTS COVENANTS
    
    
    135.
    
    THE LANDLORDS COVENANTS
    
    
    266.
    
    INSURANCE
    
    
    277.
    
    PROVISOS
    
    
    318.
    
    THE SURETYS COVENANTS
    
    
    359.
    
    TENANTS OPTION TO DETERMINE
    
    
    3510.
    
    LIMITATION OF LIABILITY
    
    
    3511.
    
    ADDITIONAL SPACE
    
    
    3612.
    
    LANDLORDS ONGOING WORKS
    
    
    3613.
    
    EXCLUSION OF THE LANDLORD AND TENANT ACT 1954
    
    
    3714.
    
    THE CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
    
    
    3815.
    
    ENTRY TO THE BUILDING BY THIRD PARTIES
    
    
    38SCHEDULE 1
    
    
    39Part 1 - Rights and Easements Granted
    
    
    39Part 2 - Rights and Easements Excepted and Reserved
    
    
    40SCHEDULE 2
    
    
    42Principal Rent and Rent Review
    
    
    42SCHEDULE 3
    
    
    46Covenants by the Surety
    
    
    46SCHEDULE 4
    
    
    50Service Charge
    
    
    50Part 1 - Payment of the Service Charge
    
    
    50Part 2 - The Services
    
    
    51Part 3 - The Ancillary Items
    
    
    53SCHEDULE 5
    
    
    56Particulars of Matters to which the Premises are Subject
    
    
    56SCHEDULE 6
    
    
    57Authorised Guarantee Agreement
    
    
    57
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LR1. Date of lease
    
    18 October 2007LR2. Title number(s)
    
    LR2.1 Landlords title number(s)Title number(s) out of which this
lease is granted. Leave blank if
not registered.BK 289836LR2.2 Other title numbersNoneLR3. Parties to this lease
    
    LandlordGive full names, addresses and companys registered
number, if any, of each of the parties. For Scottish
companies use a SC prefix and for limited liability
partnerships use an OC prefix. For foreign companies
give territory in which incorporated.
    
    Bedell Corporate Trustees Limited
(a company incorporated in Jersey
with registered number 71860) and
Atrium Trustees Limited(a
company incorporated in Jersey
with registered number 71861) (as
Trustees of the Park One Unit
Trust) having their registered
offices at 26 New Street St
Helier Jersey Channel Islands
JE2 3RA orTenantTollgrade UK Limited(Company
registration number 6227812)whose
registered office is at The
Weston Centre Weston Road
Bracknell Berkshire RG12 1RWGuarantorTollgrade Communications Incof 493 Nixon Road Cheswick Pennsylvania PA 15024LR4. Property
    
    In the case of a conflict
between this clause and the remainder of
this lease then, for the purposes
of registration, this clause
shall prevail.Insert a full description of the land being leased
or
Refer to the clause, schedule or paragraph of a
schedule in this lease in which the land being leased
is more fully described.
    
    Clause 1.40Where there is a letting of part of a registered
title, a plan must be attached to this lease and any
floor levels must be specified.
 1




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LR5. Prescribed statements etc.If this lease includes a statement falling within
LR5.1, insert under that sub-clause the relevant
statement or refer to the clause, schedule or
paragraph of a schedule in this lease which contains
the statement.In LR5.2, omit or delete those Acts which do not apply
to this lease.
    
    LR5.1 Statements prescribed under
rules 179 (dispositions in favour
of a charity), 180 (dispositions
by a charity) or 196 (leases
under the Leasehold Reform,
Housing and Urban Development Act
1993) of the Land Registration
Rules 2003.
NoneLR5.2 This lease is made under,
or by reference to, provisions
of:Not applicableLR6. Term for which the Property is leased
    
    From and including the date hereof to and including 24 December 2017Include only the appropriate statement (duly
completed) from the three options.NOTE: The information you provide, or refer to, here
will be used as part of the particulars to identify
the lease under rule 6 of the Land Registration Rules
2003.LR7. Premium
    
    NoneSpecify the total premium, inclusive of any VAT where
payable.LR8. Prohibitions or restrictions on disposing of this
lease
    
    This lease contains a provision
that prohibits or restricts dispositions.Include whichever of the two statements is appropriate.Do not set out here the wording of the provision.LR9. Rights of acquisition etc.Insert the relevant provisions in the sub-clauses or
refer to the clause, schedule or paragraph of a
schedule in this lease which contains the provisions.
    
    LR9.1 Tenants contractual rights
to renew this lease, to acquire
the reversion or another lease of
the Property, or to acquire an
interest in other landClause 11LR9.2 Tenants covenant to (or
offer to) surrender this leaseNoneLR9.3 Landlords contractual
rights to acquire this leaseNone
 2




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LR10. Restrictive covenants given in this lease by the
Landlord in respect of land other than the Property
    
    NoneInsert the relevant provisions or refer to the clause,
schedule or paragraph of a schedule in this lease
which contains the provisions.LR11. EasementsRefer here only to the clause, schedule or paragraph
of a schedule in this lease which sets out the
easements.
    
    LR11.1 Easements granted by this
lease for the benefit of the
PropertyPart 1 of schedule 1LR11.2 Easements granted or
reserved by this lease over the
Property for the benefit of other
propertyPart 2 of schedule 1LR12. Estate rentcharge burdening the Property
    
    NoneRefer here only to the clause, schedule or paragraph
of a schedule in this lease which sets out the
rentchargeLR13. Application for standard form of restriction
    
    NoneSet out the full text of the standard form of
restriction and the title against which it is to be
entered. If you wish to apply for more than one
standard form of restriction use this clause to apply
for each of them, tell us who is applying against
which title and set out the full text of the
restriction you are applying for.Standard forms of restriction are set out in Schedule
4 to the Land Registration Rules 2003.LR14. Declaration of trust where there is more than
one person comprising the Tenant
    
    Not applicableIf the Tenant is one person, omit or delete all the
alternative statements.If the Tenant is more than one person, complete this
clause by omitting or deleting all inapplicable
alternative statements.
 3




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THE LAND REGISTRY
 Land Registration Act 2002
 County and District
    
    : Bracknell ForestTitle Number
    
    : BK 289836Property
    
    : Part of the Ground Floor at Richmond House Bracknell
 THIS LEASE
 NOW THIS DEED WITNESSES AS FOLLOWS:
 1.
    
    DEFINITIONSIn this Lease and the schedules the following words and expressions have the following
meanings:1.1
    
    Accountantmeans any person or firm appointed by the Landlord (including an employee of the
Landlord or a Group Company of the Landlord) to perform the functions of the Accountant under
this Lease1.2
    
    Act of Insolvency means:
 (a)
    
    in relation to a corporate body that:
 (i)
    
    it is unable to pay its debts as defined in section 123 of the
Insolvency Act 1986 (referred to as the Act in the remainder of this
definition)(ii)
    
    a proposal is made for a voluntary arrangement under Part I of
the Act or(iii)
    
    any step is taken under the Act by it or any other person to
place it into administration or(iv)
    
    a receiver and (or) manager or administrative receiver is
appointed whether under Part III of the Act or otherwise or(v)
    
    it goes into liquidation as defined in section 247(2) of the
Act (other than a voluntary winding up solely for the purpose of amalgamation
or reconstruction while solvent) or(vi)
    
    a provisional liquidator is appointed under section 135 of the
Act or(vii)
    
    a proposal is made for a scheme of arrangement under section
425 of the Companies Act 1985
 and the paragraphs above shall also apply in relation to a partnership or limited
partnership (as defined in the Partnership Act 1890 and the Limited Partnerships Act
1907 respectively) subject to the modifications referred to in the Insolvent
Partnerships Order 1994 (SI 1994/2421) (as amended) and to a limited liability
partnership (as defined in the Limited Liability Partnerships Act 2000) subject to
the modifications referred to in the Limited Liability Partnerships Regulations 2001
(SI 2001/1090)(b)
    
    and in relation to an individual that:
 4




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(i)
    
    an application is made for an interim order or a proposal is
made for a voluntary arrangement under Part VIII of the Act or the taking of
any step in connection with any other compromise or arrangement for the benefit
of his creditors or(ii)
    
    a bankruptcy order is made or his circumstances are such that a
bankruptcy petition could be presented under Part IX of the Act or(iii)
    
    he enters into a deed of arrangement
 and for the avoidance of doubt Act of Insolvency includes any similar or equivalent step
or proceeding which may be taken pursuant to the legislation of another jurisdiction in
relation to a Tenant or Surety incorporated or domiciled in such relevant jurisdiction1.3
    
    Adjoining Propertymeans any neighbouring or adjoining land or premises now or at any time
during the Term belonging to the Landlord or a Group Company of the Landlord1.4
    
    Air Conditioning Unitsmeans air conditioning units in the basement parking area within the
Car Park together with all necessary Conduits between floors of the Building connecting the
Air Conditioning Units to the relevant air conditioning apparatus within the Premises1.5
    
    Ancillary Itemsmeans the matters specified in part 3 of schedule 41.6
    
    Annual Expendituremeans in relation to any Financial Year the Gross Annual Expenditure for
that Financial Year less the aggregate of:
 (a)
    
    if in the Financial Year in question or in any previous Financial Year the
Landlord has incurred any costs or expenses in or incidental to making good any loss
or damage covered by any policy of insurance maintained by the Landlord pursuant to
its obligations in this Lease all (if any) amounts recovered by the Landlord in the
Financial Year in question pursuant to such policy of insurance and(b)
    
    if in the Financial Year in question or in any previous Financial Year the
Landlord has incurred any costs or expenses in or incidental to providing any of the
Services or in relation to any of the Ancillary Items which are recoverable (in whole
or in part) from any person other than the Tenant or any other tenant in the Building
all (if any) amounts recovered by the Landlord in the Financial Year in question from
any such person
 1.7
    
    Assignmentand Assignhave the meanings set out in clause 4.111.8
    
    Authorised Guarantee Agreementmeans an agreement which is an authorised guarantee
agreement for the purposes of section 16 of the Landlord and Tenant (Covenants) Act 19951.9
    
    Buildingmeans the land and building now known as Richmond House Bracknell (formerly known
as Regents House) measuring approximately 24,000 square feet in floor area shown marked
Regents House and edged blue within the area edged red on the Site Plan as the same is
registered at the Land Registry under Title Number BK2898361.10
    
    Business Daymeans a day on which clearing banks in the City of London are (or would be but
for a strike lockout or other stoppage affecting particular banks or banks generally) open
during banking hours and Business Days shall be interpreted accordingly1.11
    
    Business Hoursmeans 8am to 6pm Mondays to Fridays (except Bank Holidays)
 5




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1.12
    
    Calculation Datemeans 31 December in every year or such other date as the Landlord may
from time to time nominate and Calculation Dates shall be construed accordingly1.13
    
    Car Parkmeans the car parking areas adjoining and in the basement level below the Building1.14
    
    Car Parking Spacesmeans 29 spaces within the Car Park to be allocated by the Landlord from
time to time provided that at any given time the Tenant shall have the use of one third of the
total number of car parking spaces in the basement parking area within the Car Park (up to a
maximum of 29) and the remainder of the Car Parking Spaces shall be in the external area of
the Car Park1.15
    
    Common Partsmeans all areas which are used by the general public and (or) by tenants and
the occupiers of the Building and all persons expressly or by implication authorised by them
including without limitation the pedestrian areas and walkways forecourts car parking areas
landscaped areas entrance halls landings hoists lifts lift-shafts staircases escalators and
passages and which give access to the Premises and the Car Parking Spaces to and from the
adopted public highway bounding the boundary of Title Number BK2898361.16
    
    Conditions for Assignmenthas the meaning set out in clause 4.111.17
    
    Conduitsmeans all conduits sewers drains mains ducts pipes gutters watercourses wires
cables fibres channels flues and all other conducting media including any fixings louvres
cowls and any other ancillary apparatus1.18
    
    Developmenthas the meaning given by section 55 of the Town and Country Planning Act 19901.19
    
    Environmental Lawmeans all and any laws by-laws common laws or other laws or legislation
made by a competent authority and rules regulations ordinances orders notices directives
practices guidance notes circulars and codes issued pursuant to the same to the extent they
are legally effective and in force and any authoritative judicial or administrative
interpretation of each of the foregoing which have as a purpose or effect or which relate to
the protection of or compensation for harm or damage to the environment and human health and
safety1.20
    
    External Electricity Pointsmeans electricity power points within the Building which are
outside the Premises1.21
    
    Financial Yearmeans the period from and including the date of commencement of the Term to
and including the first Calculation Date and subsequently between two consecutive Calculation
Dates (excluding the first Calculation Date from but including the second Calculation Date in
the period) and Financial Years shall be construed accordingly1.22
    
    Floor Planmeans the plan annexed to this Lease and marked as such1.23
    
    Gross Annual Expenditure means the aggregate of:
 (a)
    
    all costs fees expenses and outgoings reasonably and properly incurred by the
Landlord during the Financial Year in or incidental to providing all or any of the
Services or in or incidental to the Ancillary Items(b)
    
    all such costs fees expenses and outgoings reasonably and properly incurred
by the Landlord in any previous Financial Year and not previously taken into account
in calculating Gross Annual Expenditure and
 6




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(c)
    
    such sums as the Landlord shall in its absolute discretion (having taken into
account and acting on the appropriate professional advice with regard to such sums)
consider appropriate to charge in that Financial Year by way of provision for
anticipated expenditure in any future Financial Years in respect of any of the
Services or the Ancillary Items
 but Gross Annual Expenditure shall not include:
 (i)
    
    any expenditure in respect of the maintenance or repair of any
part of or of anything in the Building the maintenance or repair of which is
the exclusive responsibility of the Tenant or any other tenant in the Building
or(ii)
    
    any costs fees expenses outgoings or sums of the type set out
in paragraphs (a) (b) or (c) of this definition incurred exclusively in
relation to a Lettable Area or Lettable Areas which is or are from time to time
not subject to an occupational lease or an agreement to grant the same
 1.24
    
    Group Companymeans any company which is for the time being a subsidiary or a holding
company or another subsidiary of the holding company in each case within the meaning of
section 736 of the Companies Act 19851.25
    
    Initial Principal Rentmeans ONE HUNDRED AND TWENTY THREE THOUSAND SEVEN HUNDRED AND FIFTY
POUNDS (£123,750) per annum1.26
    
    Initial Provisional Service Charge means £36,675.00 per annum1.27
    
    Insurance Rentmeans the sums to be reimbursed by the Tenant to the Landlord comprising:
 (a)
    
    a reasonable proportion of the cost to the Landlord from time to time of:
 (i)
    
    insuring the Building (including all plant machinery apparatus
and equipment contained therein) in accordance with the Landlords obligations
contained in this Lease and(ii)
    
    insuring in such amount and on such terms as the Landlord shall
reasonably consider appropriate against all liability of the Landlord to third
parties arising out of or in connection with any matter relating to the
Building and(iii)
    
    periodic valuations of the Building for insurance purposes
carried out not more than once in any 12 month period and(iv)
    
    such other insurances as the Landlord may reasonably from time
to time deem necessary to effect and
 (b)
    
    the cost to the Landlord from time to time of effecting insurance against
loss of the Principal Rent and Service Charge in accordance with the Landlords
obligations contained in this Lease (such cost to be calculated pro-rata in the event
of the Landlord insuring loss of the Principal Rent together with loss of the rents
reserved by and under then current leases of other parts of the Building)
 1.28
    
    Insured Risksmeans fire storm tempest flood earthquake lightning explosion impact aircraft
(other than hostile aircraft) and other aerial devices and articles dropped therefrom riot
civil commotion and malicious damage acts of terrorism bursting or overflowing of water tanks
apparatus or conduits terrorist risks earthquakes landslip heave subsidence and such other
risks as the Landlord may from time to time determine and in each and every case to the extent
that such insurance may ordinarily be arranged for properties similar to the Premises and
subject to such excesses exclusions or limitation as the insurer may require
 7




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1.29
    
    Interestmeans interest (compounded at monthly rests) both before and after any judgement
at the Interest Rate then prevailing during the period beginning on the date on which the
relevant payment is due and ending on the date on which the relevant payment is received by
way of cleared funds1.30
    
    Interest Ratemeans four per cent. above the base lending rate from time to time in force
of National Westminster Bank PLC or such other bank which is a member of CHAPS Limited as the
Landlord may from time to time nominate in writing1.31
    
    Interior Decorating Years means 2012 and 20171.32
    
    Landlordmeans the party described as the Landlord in clause LR3 and includes the party for
the time being entitled to the reversion immediately expectant on the determination of the
Term1.33
    
    Landlord and Tenant Actmeans the Landlord and Tenant Act 19541.34
    
    landlord covenantshas the meaning given to that expression in the Landlord and Tenant
(Covenants) Act 19951.35
    
    this Leasemeans this Lease and any document which is made supplemental to this Lease or
which is entered into pursuant to or in accordance with the terms of this Lease1.36
    
    Lettable Areasmeans all parts of the Building which from time to time are either occupied
or used by a tenant or tenants or intended to be so occupied or used (except in connection
with the management of the Building) the boundaries of any Lettable Area being determined in
the same manner as the boundaries of the Premises under clause 1.421.37
    
    Outside Business Hours Chargemeans the whole of the cost reasonably and properly incurred
by the Landlord in carrying out or providing any of the Services (which are not normally
provided by the Landlord outside the Business Hours) outside Business Hours at the request of
the Tenant (including but not limited to costs and expenses in the nature of those set out in
part 3 of schedule 4) or in the event of any of the Services being carried out or provided
outside Business Hours to the Tenant (at the request of the Tenant) and to any other tenant or
tenants of the Building a fair proportion thereof as reasonably and properly determined by the
Landlord1.38
    
    Permitted Underleasemeans an underlease which:
 (a)
    
    is granted without any fine or premium being paid either to the landlord or
to the tenant(b)
    
    reserves a rent not less than the then open market rent of the Premises(c)
    
    incorporates provisions for the review of rent at the same times and on the
same basis as in this Lease(d)
    
    is validly excluded from the operation of sections 24-28 of the Landlord and
Tenant Act
 1.39
    
    Permitted Usermeans offices within paragraph (a) of Class B1 of the schedule to the Town
and Country Planning (Use Classes) Order 1987 as it applies at the date of this Lease together
with car parking for not more than 29 cars1.40
    
    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 the Planning and Compensation
 8




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Act 1991 the Planning and Compulsory Purchase Act 2004 and any other legislation relating
to town and country planning in force from time to time1.41
    
    Plantmeans all apparatus plant machinery and equipment within the Building from time to
time including without limitation lifts lift-shafts hoists escalators stand-by generators and
boilers and items relating to mechanical ventilation heating cooling public address telephone
and closed-circuit television and building management systems the fire alarm system the
sprinkler system the security systems the smoke detection and heat detection equipment and
systems and the cleaning cradle equipment1.42
    
    Premisesmeans part of the ground floor of the Building measuring 7,500 square feet shown
hatched red on the Floor Plan and includes:
 (a)
    
    the plasterwork and decorative finishes applied to the internal surfaces of
the external and load-bearing walls and columns of the Building but not any other part
of the external or load-bearing walls and columns(b)
    
    the floor finishes the raised floor and its supports and the void beneath the
raised floor so that the lower limit of the Premises includes such finishes raised
floor supports and void but does not extend to anything below them(c)
    
    the ceiling finishes any suspended ceiling so that the upper limit of the
Premises includes such finishes suspended ceiling but does not extend to anything
above them(d)
    
    the entirety of the non-load-bearing internal walls and glass partitions
wholly within the Premises and the non-load bearing internal walls and glass
partitions separating the Premises from the remainder of the Building(e)
    
    the plasterwork and decorative finishes applied to the internal surfaces of
the internal non-load-bearing walls and the internal surface of partitioning or
balustrading dividing the Premises from other parts of the Building and the internal
decorative surfaces of the window frames and window furniture in the windows which
form part of the external envelope of the Building or which separate the Premises from
any atria within the Building(f)
    
    the internal surfaces and door furniture of the doors and the door frames(g)
    
    all additions and improvements to the Premises(h)
    
    all the Landlords fixtures and fittings and fixtures of every kind which
shall from time to time be in or upon the Premises (whether originally affixed or
fastened to or upon the Premises or otherwise and including but without limitation all
plant machinery apparatus and equipment relating to or connected with the air
conditioning heating and fire alarm systems the sprinklers hose reels and smoke
detection and heat detection equipment and systems light fittings carpets) except any
such fixtures installed by the Tenant that can be removed from the Premises without
defacing the Premises(i)
    
    all Conduits in on under or over and exclusively serving the Premises except
those belonging to a statutory undertaker or public utility(j)
    
    all toilet and washroom facilities and fixtures and fittings attached to the
toilet and washroom facilities within the Premises
 but excluding all
 (a)
    
    air space above the Premises
 9




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(b)
    
    the walls bounding that Lettable Area save for those walls referred to in
clause 1.41(d) above(c)
    
    all load-bearing walls and pillars within that Lettable Area(d)
    
    all structural floor slabs within that Lettable Area(e)
    
    all Conduits and Plant within that Lettable Area which do not serve that
Lettable Area exclusively(f)
    
    the Structure
 and references to the Premises in the absence of any provision to the contrary include
any and every part of the Premises
 1.43
    
    Principal Renthas the meaning given to it in paragraph 2 of schedule 21.44
    
    Prohibited Circumstanceshas the meaning set out in clause 4.111.45
    
    Qualifying Assigneehas the meaning set out in clause 4.111.46
    
    Rent Commencement Date means 25 March 2009
 1.47
    
    Rentsmeans the Principal Rent the Insurance Rent and the other payments reserved as rent
and referred to in clause 31.48
    
    Retained Partsmeans all parts of the Building other than (a) the Premises and (b) the
other Lettable Areas1.49
    
    Service Chargemeans the aggregate of the sums in respect of each individual item of the
Services and Ancillary Items as being a fair and reasonable proportion attributable to the
Premises of the part of the Annual Expenditure relating thereto for the relevant Financial
Year but which in the absence of special circumstances will be substantially the same as the
proportion which the net internal area of the Premises bears to the net internal area of the
Lettable Areas at the relevant time1.50
    
    Servicesmeans the services facilities and amenities to be provided by the Landlord for the
benefit of the Building and Adjoining Property or some part or parts thereof as set out in
part 2 of schedule 41.51
    
    Site Planmeans the plan annexed to this Lease and marked as such1.52
    
    Structure means:
 (a)
    
    the entirety of the roofs and foundations of the Building(b)
    
    the entirety of all floors and ceilings of the Building but excluding the
floor finishes the raised floors and their supports and the void beneath the raised
floors and also excluding the ceiling finishes any suspended ceilings and the void
above any suspended ceilings(c)
    
    the entirety of all external walls of the Building but excluding the
plasterwork and decorative finishes applied to the internal faces of such walls(d)
    
    the entirety of all load-bearing walls pillars and other structures of the
Building but excluding the plasterwork and decorative finishes applied to the faces of
such walls pillars and other structures(e)
    
    all glazing window frames and window furniture in the windows which form part
of
 10




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the external envelope of the Building or which separate the Premises from any atria
within the Building but not the internal decorative surfaces of those windows frames
and window furniture(f)
    
    the entirety of all boundary fences or other boundary feature (as the case
may be)
 and all other parts of the structure of the Building not referred to in the preceding
paragraphs (a) to (e)1.53
    
    Suretymeans the party described as the Surety in clause LR3 and includes any party who
enters into covenants with the Landlord pursuant to clauses 4.11 or 4.24 and in the case of an
individual his personal representatives1.54
    
    Tenantmeans the party described as the Tenant in clause LR3 and includes the Tenants
successors in title and assigns1.55
    
    tenant covenantshas the meaning given to that expression in the Landlord and Tenant
(Covenants) Act 19951.56
    
    Termmeans the term specified in clause LR61.57
    
    Unit Trustmeans the Park One Unit Trust1.58
    
    Utilitiesmeans water sewerage gas electricity telephone telecommunications and other
services of whatever nature1.59
    
    Value Added Taxmeans Value Added Tax or any other tax of a similar nature that may be
substituted for or levied in addition to it in each case at the rate current from time to time2.
    
    INTERPRETATION2.1
    
    The schedules form part of this Lease2.2
    
    Where the Landlord or the Tenant or the Surety for the time being are two or more persons
obligations expressed or implied to be made by or with such party are deemed to be made by or
with such persons jointly and severally2.3
    
    Words importing one gender include all other genders and words importing the singular include
the plural and vice versa2.4
    
    Rights expressed to be reserved in favour of the Landlord shall be deemed to extend to any
superior landlord of the Premises and all persons authorised by the Landlord and by any
superior landlord including its or their agents professional advisers contractors and workmen2.5
    
    Any covenants by the Tenant not to do an act or thing shall be deemed to include an
obligation not to permit or suffer such act or thing to be done2.6
    
    Except where there is an express indication to the contrary:
 (a)
    
    any references to a specific statute include any statutory extension or
modification amendment or re-enactment of such statute and any regulations instruments
or orders made under such statute; and(b)
    
    any references to a specific regulation instrument or order made under a
statute include any statutory extension or modification amendment or re-enactment of
such regulation instrument or order
 11




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2.7
    
    Any general reference to statute or statutes includes EC directives decisions and
regulations and any regulations instruments orders or other directions made under such statute
or statutes2.8
    
    References in this Lease to any clause schedule or paragraph without further designation
shall be construed as a reference to a clause or paragraph of or schedule to this Lease so
numbered2.9
    
    The clause paragraph and schedule headings and the table of contents are for ease of
reference only and shall not be taken into account in the construction or interpretation of
this Lease or of the clause paragraph or schedule to which they refer2.10
    
    Any reference to a superior landlord includes the Landlords reversioner (whether mediate or
immediate) at any time2.11
    
    References to last year of the Term include the last year of the Term if the Term shall
determine otherwise than by effluxion of time and references to expiry of the Term include
such other determination of the Term2.12
    
    The terms parties or party mean the Landlord and (or) the Tenant and except where there
is an express indication to the contrary include the Surety2.13
    
    References to emergency include where there is an immediate risk of harm or damage to
persons property or the environment3.
    
    DEMISE3.1
    
    The Landlord at the request of the Surety demises to the Tenant the Premises together with
the rights and easements set out in part 1 of schedule 1 but excepting and reserving the
rights and easements set out in part 2 of schedule 1to hold the Premises to the
Tenant for the Term subject to all rights easements quasi-easements privileges restrictions
covenants and stipulations of whatever nature affecting the Premises including the matters
contained or referred to in schedule 5 yielding and paying to the Landlord:
 (a)
    
    a peppercorn on and from the date of this Lease until and including the day
before the Rent Commencement Date and(b)
    
    on and from the Rent Commencement Date the Principal Rent payable without any
deduction by equal quarterly payments in advance on the usual quarter days (or such
alternative days as the Landlord may from time to time notify to the Tenant in
writing) in every year and proportionately for any period of less than a year the
first such payment being a sum in respect of the period from and including the Rent
Commencement Date up to and including the day before the first quarter day after the
Rent Commencement Date and
 3.2
    
    by way of further rent:
 (a)
    
    the Insurance Rent payable at the times and in the manner provided in clause
6(b)
    
    the payments of Interest referred to in clause 4.20(c)
    
    the Service Charge payable at the times and in the manner provided in
schedule 4(d)
    
    the Outside Business Hours Charge payable within 10 Business Days of receipt
by the Tenant of written demand accompanied by evidence of the charges referred to in
the demand to enable the Tenant to verify the amount demanded
 12




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4.
    
    THE TENANTS COVENANTSThe Tenant covenants with the Landlord throughout the Term:4.1
    
    Rents
 (a)
    
    To pay the Rents on the days and in the manner set out or referred to in this
Lease and not to exercise or seek to exercise any right or claim to withhold rent or
any right or claim to legal or equitable set-off(b)
    
    If so required in writing by the Landlord to make such payments by bankers
order or credit transfer
 4.2
    
    Outgoings
 (a)
    (i)
    To pay and to indemnify the Landlord against all rates taxes assessments
duties charges impositions and outgoings which are now or during the Term shall be
charged assessed or imposed upon the Premises or upon the owner or occupier of them
excluding any payable by the Landlord occasioned by any disposition of or dealing with
or ownership of any interest reversionary to the interest created by this Lease and
any tax payable to the Landlord on receipt of the Principal Rent or on any dealing
with the reversion to this Lease and input Value Added Tax suffered by the Landlord in
respect of the Building
 (ii)
    
    If the Landlord shall suffer any loss of rating relief which
may be applicable to empty premises after the end of the Term by reason of such
relief being allowed to the Tenant in respect of any period before the end of
the Term to make good such loss to the Landlord on demand
 (b)
    
    To pay and to indemnify the Landlord against all charges including meter
rents for all Utilities consumed or used at or in relation to the Premises
 4.3
    
    Repair Cleaning and Decorating
 (a)
    
    To keep the Premises in good and substantial repair and condition (damage or
destruction caused by any of the Insured Risks excepted unless and to the extent that
the insurance effected by the Landlord is vitiated forfeited or avoided or the
insurance money is irrecoverable in consequence of any act or default of the Tenant or
any person deriving title under the Tenant or anyone at the Premises expressly or by
implication with the authority of the Tenant or such person) provided that the Tenant
need not keep the carpets in the Premises in a better state of repair and condition
that exists at the date of this Lease(b)
    
    To replace from time to time with items of an equivalent standard and
commensurate with the nature of the Premises the Landlords fixtures and fittings in
the Premises which may be or become beyond repair at any time during or at the expiry
of the Term provided that the Tenant need not replace the carpets in the Premises
with a higher grade than medium grade carpet(c)
    
    In each of the Interior Decorating Years and in the last year of the Term to
redecorate the interior of the Premises in a good and workmanlike manner and with
appropriate materials of good quality to the reasonable satisfaction of the Landlord
provided that any change in the colours or patterns of such decoration shall require
the prior written approval of the Landlord which approval shall not be unreasonably
withheld or delayed(d)
    
    As often as may be necessary throughout the Term to clean and treat and wash
in accordance with good standards and practice applicable to high class office
 13




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premises from time to time and in a good and workmanlike manner to the reasonable
satisfaction of the Landlord all materials surfaces and finishes of the interior of
the Premises which ought normally to be so cleaned treated or washed (subject to the
provisions of paragraph 4.3(e) below)(e)
    
    If required in writing by the Landlord as often as may be reasonably
necessary but no less frequently than once in every month of the Term to clean the
internal surfaces of the glazing of the windows and other glazing which form part of
the external envelope of the Building or which separate the Premises from any atria
within the Building(f)
    
    To keep (excluding any Conduits and Plant that do not exclusively serve the
Property or in respect of which the Landlord is obliged to maintain pursuant to the
terms of this Lease) all plant machinery apparatus and equipment forming part of the
Premises properly maintained and in good working order if appropriate in the
circumstances and for that purpose to employ reputable contractors for the regular
periodic inspection and maintenance of them and to renew all working and other parts
as and when necessary and to ensure by directions to the Tenants staff and otherwise
that such plant machinery apparatus and equipment (other than as mentioned earlier in
this paragraph) are properly operated(g)
    
    Not to maintain repair replace or carry out any other works to any plant
machinery apparatus and equipment relating to or connected with the air conditioning
heating or fire alarm systems or the sprinklers hose reels or heat detection and smoke
detection equipment and systems that do not form any part of any Plant belonging to
the Tenant(h)
    
    To comply in all respects with all reasonable regulations and requirements of
or imposed by or on behalf of the Landlord in relation to the collection and disposal
of refuse from the Premises and (or) from the Building
 4.4
    
    Premises UnoccupiedDuring such periods (if any) throughout the Term when the Premises are unoccupied (unless
the Premises are unoccupied as a result of the Tenant not being able to assign the Lease
due to delays in the Landlord registering its title at the Land Registry) to:
 (a)
    
    provide all necessary heating in order to keep the Premises sufficiently warm
to prevent deterioration and to keep the Premises free from condensation(b)
    
    close off all ventilation shafts in order to isolate the plant and equipment
in the plant rooms in the Premises from the effects of the external atmosphere and to
ensure at least once in every three months that such plant and equipment is
operational by running the same for such duration as is good operational practice on
each occasion and(c)
    
    effect such security arrangements for the Premises as the Landlord or its
insurers may reasonably require
 4.5
    
    User and Restrictions on Use
 (a)
    
    Not to use the Premises for any purpose other than the Permitted User(b)
    
    Not to do or allow to remain upon the Premises anything which may be or
become or cause a nuisance disturbance inconvenience injury or damage to the Landlord
or its tenants or the owners or occupiers of adjacent or neighbouring premises
 14




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(c)
    
    Not to use the Premises for a sale by auction or for any dangerous noxious
noisy or offensive trade business manufacture or occupation nor for any illegal or
immoral act or purpose(d)
    
    Not to use the Premises as sleeping accommodation or for residential purposes
nor to keep any animal fish reptile or bird anywhere on the Premises(e)
    
    Not knowingly to discharge into the Conduits serving the Premises any oil or
grease or any deleterious or hazardous matter or substance and to take such measures
as shall be reasonably necessary to ensure that any licensed or otherwise lawful
effluent discharged into and/or from the Conduits will not be corrosive or otherwise
harmful to the Conduits or cause obstruction or deposit in them(f)
    
    Not to deposit on or adjacent to any part of the Premises any trade empties
or refuse of any kind other than in proper receptacles and in such locations as the
Landlord may reasonably specify(g)
    
    Not to install or use in or upon the Premises any safes goods machinery or
apparatus which will cause noise or vibration which can be heard or felt in nearby
premises or outside the Premises or which may strain or damage the Premises or cause
structural damage to nearby premises and not to store or bring on to the Premises any
article substance or liquid of a specially combustible inflammable or explosive nature(h)
    
    Not to do anything which interferes with the heating cooling or ventilation
of or which imposes an additional load on any heating cooling or ventilation plant and
equipment in the Premises(i)
    
    Not to operate the heating cooling and ventilation plant and equipment in the
Premises otherwise than in accordance with the manufacturers regulations for such
purpose made or notified by the Landlord from time to time
 4.6
    
    Waste and Alterations
 (a)
    
    Not to:
 (i)
    
    commit any waste on or at the Premises(ii)
    
    make any addition or extension to the Premises(iii)
    
    unite the Premises with any adjoining premises(iv)
    
    make any other alterations to the Premises save as permitted by
the following provisions of this clause
 (b)
    
    Not to make structural or internal non-structural alterations to the Premises
without first:
 (i)
    
    obtaining and complying with all the necessary permissions
licences and consents of any competent authority and paying all charges of such
authority persons or bodies in respect of such permissions licences and
consents(ii)
    
    making an application for consent to the Landlord supported by
drawings and where appropriate a specification (in triplicate in each case)
prepared by an architect or member of some other appropriate profession (who
shall supervise the work throughout to completion) and obtaining the written
consent of the Landlord pursuant to such application which consent shall not be
unreasonably withheld or delayed provided that the Landlord shall not be
 15




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##### 



deemed to be acting unreasonably if it considers in its discretion that such
proposals shall or may adversely affect any lighting communication fire alarm
fire protection fire detection sprinkler security heating cooling or
ventilation plant and equipment or their operation in the Premises or the
Building(iii)
    
    paying the reasonable and proper fees of the Landlord and
professional advisers and consultants in connection with such application
pursuant to these provisions and(iv)
    
    entering into such covenants as the Landlord may reasonably
require as to the execution and reinstatement of such alterations(v)
    
    indemnifying the Landlord in respect of any increased insurance
costs arising as a result of such alterations being carried out
 PROVIDED THAT the Tenant may at any time during the Term take down or erect internal
demountable partitioning at the Premises in a good and workmanlike manner without
the Landlords consent and without any requirements to comply with this clause such
works not being a breach of this clause.(c)
    
    (i)    Not to alter remove or replace the window blinds within the Premises
without the prior written approval of the Landlord such approval not to be
unreasonably withheld as to their alternative or replacement but to be at the
Landlords discretion as to their removal and choice of colour
and
 (ii)
    
    to install at its own expense at windows where window blinds
have not been provided by the Landlord window blinds of a colour and type first
approved in writing by the Landlord such approval not to be unreasonably
withheld as to type but to be at the Landlords discretion as to colour(iii)
    
    Not to install curtains at the windows
 (d)
    
    The Tenant shall be entitled to connect to the External Electricity Points
with the approval of the Landlord (not to be unreasonably withheld or delayed)(e)
    
    To procure that any alterations permitted under the provisions of this Lease
to be carried out to any Plant which it is the liability of the Landlord to repair and
maintain shall only be carried out with the prior written approval of the Landlord
(such approval not to be unreasonably withheld) and shall (if so requested in writing
by the Landlord) only be carried out by the contractors responsible for maintaining
such Plant (or such other Contractors as the Landlord may nominate) under the
supervision of an appropriately qualified consultant nominated by the Landlord(f)
    
    Not to make any additional connections with the Conduits that serve the
Premises otherwise than in accordance with plans and specifications first approved in
writing by the Landlord (such approval not to be unreasonably withheld) subject to
consent to make such connection having previously been obtained from the relevant
competent authority(g)
    
    At the written request of the Landlord to remove at the end or sooner
determination of the Term any additions alterations or improvements made to the
Premises and any partitions installed in the Premises and to make good to the
reasonable satisfaction of the Landlord any part or parts of the Premises which may be
damaged by such removal with such removal to be carried out at the sole cost of the
Tenant in a good and workmanlike manner with good quality materials of their several
kinds
 16




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##### 



(h)
    
    Not to make any alterations or additions to the electrical wiring and
installations within the Premises which would result in a loading on such wiring or
installations beyond the standards which the same are designed to bear or which would
require a supply of electricity to the Premises in excess of the levels which the same
are designed to supply
 4.7
    
    Aerials Signs and Advertisements
 (a)
    
    Not to install any pole mast wire aerial dish satellite dish or screen
(whether in connection with telephonic radio or television communication or otherwise)
outside the Premises and intended to serve the Premises otherwise than in accordance
with plans and specifications first approved in writing by the Landlord (such approval
not to be unreasonably withheld) and in the area within the Building designated by the
Landlord for that purpose and subject to consent to such installation having
previously been obtained from the relevant competent authority(b)
    
    Not to fix to or exhibit or display on the outside of or to or through any
window of the Premises or anywhere on the Premises so as to be visible from outside
the Premises any placard sign notice fascia board name-plate or advertisement unless:
 (i)
    
    it serves no other purpose than to indicate the name and
business of the Tenant and any occupier and is located on the entrance door to
the Premises and(ii)
    
    the written approval of the Landlord (such approval not to be
unreasonably withheld) as to size design specification and location and the
necessary consents and licences from the relevant competent authority have
first been obtained
 4.8
    
    ObstructionNot to do anything whereby any road path forecourt or other area over which the Tenant may
have rights of access or use may be damaged or the proper use thereof by others may be
obstructed in any way
 4.9
    
    Statutory Obligations and Fire Precautions
 (a)
    
    At the Tenants own expense to execute all works and provide and maintain all
arrangements upon or in respect of the Premises or the use to which the Premises are
being put that are required in order to comply with the requirements of any statute or
any government department local authority other public or competent authority
environmental authority or court of competent jurisdiction regardless of whether such
requirements are imposed on the Landlord the Tenant or the occupier and where such
works or arrangements are required in respect of the Premises and other parts of the
Building to be carried out by the Landlord to pay to the Landlord on demand a
contribution representing a proper and reasonable proportion of the cost of
implementing such works or arrangements(b)
    
    At the Tenants own expense and without limiting the obligations set out
earlier in this clause 4.9:
 (i)
    
    to comply in all respects with the provisions of any statutes
and any other obligations imposed by law or by any bye-laws applicable to the
Premises or in regard to carrying on the business for the time being carried on
at the Premises and(ii)
    
    to comply with the requirements and recommendations of the fire
authority in relation to fire precautions affecting the Premises
 17




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##### 



4.10
    
    Access to Landlord and Notice of Repair
 (a)
    
    To permit the Landlord on reasonable prior notice (except in case of
emergency in which case no notice shall be necessary but the Landlord will use its
reasonable endeavours to give as much notice as possible) and during reasonable times
(or at any time in case of emergency):
 (i)
    
    to enter upon the Premises for the purpose of ascertaining that
the covenants and conditions of this Lease have been observed and performed(ii)
    
    to inspect the state of repair and condition of the Premises(iii)
    
    to give to the Tenant or leave upon the Premises a notice
specifying any breach by the Tenant of the terms of this Lease and requesting
the Tenant as soon as practicable to remedy the same and(iv)
    
    to exercise the rights and easements excepted and reserved in
part 2 of schedule 1
 (b)
    
    As soon as reasonably practicable to remedy the breach as required by such
notice(c)
    
    If within twenty Business Days (or within such other period as is reasonable
given the nature of the works required ) of the service of such a notice the Tenant
shall not have commenced and be proceeding diligently with the execution of the work
referred to in the notice or shall have failed to complete the work within 40 Business
Days (or within such longer period as is reasonable given the nature of the works
required) to permit the Landlord to enter the Premises to execute such work as may be
necessary to comply with the notice and to pay to the Landlord the reasonable and
proper cost of so doing and all reasonable proper expenses incurred by the Landlord
(including legal costs and surveyors fees) within 60 days of a written demand
 4.11
    
    Dealings
 (a)
    
    In this clause 4.11 Assignmentmeans:
 (i)
    
    in the case of a registered lease the execution of a transfer
whether or not that transfer is subsequently registered at the Land Registry
and(ii)
    
    in the case of any other lease execution of a deed of
assignment of it
 and Assignshall be construed accordingly(b)
    
    Not to:
 (i)
    
    hold the Premises expressly or impliedly on trust for another
person(ii)
    
    part with or share possession or occupation of the Premises(iii)
    
    allow anyone other than the Tenant its officers employees
consultants and subcontractors to occupy the Premises
 (c)
    
    Not to Assign a part (as distinct from the whole) of the Premises(d)
    
    Not to Assign the whole of the Premises without the prior written consent of
the Landlord (such consent not to be unreasonably withheld or delayed) provided that
for the purposes of section 19(1A) of the Landlord and Tenant Act 1927:
 18




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(i)
    
    the Landlord shall be entitled to withhold consent to a
proposed Assignment where the proposed assignee is not a Qualifying Assignee
and/or where any of the Prohibited Circumstances apply and(ii)
    
    the Landlord shall be entitled to grant its consent to a
proposed Assignment subject to all or any of the Conditions for Assignment
 and provided further that the Landlord shall be entitled to withhold consent to a
proposed Assignment on other grounds or grant consent subject to further conditions
where it is reasonable to do so(e)
    
    Qualifying Assigneemeans an assignee:
 (i)
    
    whose financial strength (taking into account any guarantees
and other security for the performance by the assignee of the tenant covenants
under this Lease (other than any authorised guarantee agreement as described in
section 16 of the Landlord and Tenant (Covenants) Act 1995)) is in the
reasonable opinion of the Landlord sufficient to enable it to comply with the
Tenants covenants in the Lease provided that within 14 days of being notified
of the Landlords decision the Tenant may give written notice to the Landlord
requiring the matter to be referred to an independent surveyor:
 (A)
    
    who will act as an expert in accordance with
directions he shall make to the parties in writing(B)
    
    whose decision will be conclusive(C)
    
    who will be appointed by agreement between the
parties or in the absence of agreement within 14 days will be nominated
by the President of the Royal Institution of Chartered Surveyors on the
application of either party(D)
    
    whose fees and expenses (including the cost of
his appointment) will be borne by the Landlord and the Tenant in such
proportions as the surveyor shall direct
 (ii)
    
    the Assignment of the Lease to whom or to which will not in the
reasonable opinion of the Landlord detrimentally affect the value of the
Landlords reversion immediately expectant upon the determination of this Lease
provided that within 14 days of being notified of the Landlords decision the
Tenant may give written notice to the Landlord requiring the matter to be
referred to an independent surveyor:
 (A)
    
    who will act as an expert in accordance with
directions he shall make to the parties in writing(B)
    
    whose decision will be conclusive(C)
    
    who will be appointed by agreement between the
parties or in the absence of agreement within 14 days will be nominated
by the President of the Royal Institution of Chartered Surveyors on the
application of either party(D)
    
    whose fees and expenses (including the cost of
his appointment) will be borne by the Landlord and the Tenant in such
proportions as the surveyor shall direct
 19




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(f)
    
    Prohibited Circumstancesmeans the following circumstances:
 (i)
    
    where in the Landlords reasonable opinion there is an
outstanding material breach of any tenant covenant of this Lease relating to
the repair and condition of the Premises(ii)
    
    where the proposed assignee enjoys diplomatic or state immunity
provided that this circumstance shall not apply where the proposed assignee is
the Government of the United Kingdom of Great Britain and Northern Ireland or
any department thereof
 (g)
    
    Conditions for Assignmentmeans the following conditions:
 (i)
    
    the payment of all Rents and other sums which have fallen due
under this Lease prior to the date of the Assignment(ii)
    
    that where the consent of any superior landlord or mortgagee is
required to the proposed Assignment such consent is obtained and any lawfully
imposed conditions of such consent are satisfied(iii)
    
    that the proposed assignee covenants by deed with the Landlord
in such form as the Landlord may reasonably require that with effect from the
date of the Assignment the proposed assignee will pay the Rents and observe and
perform all the provisions of this Lease to be observed and performed by the
Tenant(iv)
    
    that the Tenant enters into an Authorised Guarantee Agreement
in the form set out in schedule 6 provided that in the event that there are
produced to the Landlord annual accounts for the three consecutive years
immediately preceding the presentation of such accounts for the proposed
assignee showing the net profits of the proposed assignee in each year as the
same of more than a sum equivalent to three times the annual passing rent under
this Lease at the relevant time the Landlord will not require an Authorised
Guarantee Agreement, or if having entered into an Authorised Guarantee
Agreement accounts are produced to the Landlord as referred to above, the
Landlord will forthwith release the Tenant and its surety from the covenants
and obligations therein contained(v)
    
    that the Surety (if any) (Surety here meaning only the surety
for the assigning tenant) is made a party to any Authorised Guarantee Agreement
entered into by the Tenant and covenants therein as a primary obligation to be
jointly and severally liable with the Tenant under the obligations therein
contained(vi)
    
    that if the Landlord reasonably requires any former tenant
under this Lease who remains liable under the tenant covenants enters into an
Authorised Guarantee Agreement as permitted by section 16(6) of the Landlord
and Tenant (Covenants) Act 1995 such Authorised Guarantee Agreement to be in
the form set out in schedule 5 mutatis mutandis and that any surety for such
former tenant is made a party to such Authorised Guarantee Agreement and
covenants therein as a primary obligation to be jointly and severally liable
with the former tenant under the obligations therein contained(vii)
    
    where the proposed assignee is a corporate body and the
Landlord reasonably so requires that the Tenant procures either covenants by
deed in the form (mutatis mutandis) set out in schedule 3 with the Landlord
from not less than two individuals who are or a corporate body which is
 20




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acceptable to the Landlord as guarantor or some other form of collateral
security acceptable to the Landlord(viii)
    
    that if the proposed Assignment does not take place within 60 days the
consent will be voidable at the Landlords discretion but without any liability
on the part of the Landlord to refund to any party any monies paid to the
Landlord arising out of or incidental to such consent
 (h)
    
    Not to charge a part (as distinct from the whole) of the Premises(i)
    
    Not to charge the whole of the Premises except to a bank or similar financial
institution for the purpose only of borrowing money on the security of the Lease and
with the prior written consent of the Landlord (which will not be unreasonably
withheld or delayed)(j)
    
    Not to underlet a part (as distinct from the whole) of the Premises(k)
    
    Not to underlet the whole of the Premises:
 (i)
    
    unless the proposed undertenant has first covenanted by deed
with the Landlord in such form as the Landlord may reasonably require that with
effect from the date of the underlease and during the term of the underlease
the undertenant will observe and perform all the provisions of the underlease
to be observed and performed by the undertenant and the provisions of this
Lease (other than payment of the Principal Rent) to be observed and performed
by the Tenant nor(ii)
    
    (where the proposed undertenant is a corporate body and the
Landlord reasonably so requires) without first procuring either covenants by
deed with the Landlord in the form (mutatis mutandis) set out in schedule 3
from two individuals who are or a corporate body which is reasonably acceptable
to the Landlord as guarantor or an alternative form of security reasonably
acceptable to the Landlord nor(iii)
    
    except by way of a Permitted Underlease nor(iv)
    
    without the prior written consent of the Landlord (which will
not be unreasonably withheld or delayed)
 (l)
    
    To use reasonable endeavours to enforce and not to waive or vary the
provisions of a Permitted Underlease and to operate at the relevant dates of review
the rent review provisions contained in an underlease(m)
    
    Not to accept a surrender of part only of any underlet premises without the
prior written consent of the Landlord (which will not be unreasonably withheld or
delayed)(n)
    
    Notwithstanding the earlier provisions of this clause the Tenant may share
occupation of part of the Premises with a Group Company of the Tenant in a manner
which does not transfer or create a legal estate or create security of tenure or
prevent vacant possession of the Premises being given:
 (i)
    
    for so long as the party sharing occupation remains a Group
Company of the Tenant and(ii)
    
    and the Tenant must procure that within ten Business Days of
such sharing the Landlord receives notice of the Group Company sharing
occupation and the address of its registered office and within ten Business
Days of the termination of such sharing the Landlord receives notice of such
termination
 21




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(o)
    
    Within 20 Business Days of any Assignment charge underlease or sub-underlease
or any transmission or other devolution relating to the Premises to give written
notice thereof to the Landlords solicitors together with two certified copies of the
relevant document and to pay the Landlords solicitors reasonable charges of £25 for
the registration of every such document plus Value Added Tax
 4.12
    
    Landlords CostsTo pay to the Landlord and indemnify the Landlord against all proper costs fees charges
disbursements and expenses on an indemnity basis (including without prejudice to the
generality of the above those payable to counsel solicitors surveyors and bailiffs)
incurred by the Landlord in relation to or in connection with:
 (a)
    
    every application made by the Tenant for a consent approval or licence
required by the provisions of this Lease whether such consent approval or licence is
granted or proffered subject to any lawful qualification or condition or whether the
application is withdrawn (unless the application is withdrawn due to the Landlords
failure to have properly registered its interest in the Property at the Land Registry
in which case the Landlord will indemnify the Tenant as set forth in clause 4.27(b)
    
    the preparation and service of a notice under section 146 of the Law of
Property Act 1925 or incurred by or in reasonable contemplation of proceedings under
sections 146 or 147 of that Act notwithstanding that forfeiture is avoided otherwise
than by relief granted by the court(c)
    
    the recovery or attempted recovery of arrears of the Rents or other sums due
from the Tenant and(d)
    
    any steps taken in connection with the preparation and service and
negotiation of a schedule of dilapidations during or after the expiry of the Term but
which relates to dilapidations caused or occurring during the Term
 4.13
    
    The Planning Acts and Environmental Law
 (a)
    
    Not to commit any breach of the Planning Acts or Environmental Law and to
comply with the provisions and requirements of the Planning Acts and any Environmental
Law that affect the Premises whether as to the Permitted User or otherwise and to
indemnify and keep the Landlord indemnified both during and after the expiry of the
Term against all liability whatsoever including costs and expenses incurred as a
result of any breach occurring during the Term(b)
    
    At the expense of the Tenant to obtain all planning permissions and to serve
all such notices as may be required for the carrying out of any operations or user on
the Premises which may constitute Development provided that no such application for
planning permission shall be made without the prior written consent of the Landlord
such consent not to be unreasonably withheld or delayed(c)
    
    Subject only to any statutory direction to the contrary to pay and satisfy
any charge or levy that may subsequently be imposed under the Planning Acts in respect
of the carrying out or maintenance of any such operations or the commencement or
continuance of any such user(d)
    
    Notwithstanding any consent which may be granted by the Landlord under this
Lease not to carry out or make any alteration or addition to the Premises or any
change of use until:
 (i)
    
    all necessary notices under the Planning Acts have been served
and copies produced to the Landlord
 22




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(ii)
    
    all necessary permissions and consents under or pursuant to the
Planning Acts have been obtained and produced to the Landlord and(iii)
    
    the Landlord acting reasonably has acknowledged that every
necessary planning permission is acceptable to it the Landlord being entitled
to refuse to acknowledge its acceptance of a planning permission on the grounds
that any condition contained in it or anything omitted from it or any period
referred to in it would be or be likely to be prejudicial to the Landlords
interest in the Premises whether during or after the expiry of the Term
 (e)
    
    Where the Tenant implements a planning permission, unless the Landlord shall
otherwise direct to carry out and complete before the expiry of the Term:
 (i)
    
    any works stipulated to be carried out to the Premises by a
date subsequent to such expiry as a condition of any planning permission
granted for any Development commenced before the expiry of the Term and(ii)
    
    any Development commenced upon the Premises in respect of which
the Landlord shall or may be or become liable for any charge or levy under the
Planning Acts
 (f)
    
    If required by the Landlord but at the cost of the Tenant to appeal against
any imposition of any conditions on a planning permission relating to the Premises
that affect the ongoing user of the Premises following an application by the Tenant if
it is reasonable in all the circumstances to do so(g)
    
    Not to object to any application for planning permission that the Landlord or
a Group Company of the Landlord may make whether jointly or alone in respect of any
adjoining or neighbouring property
 4.14
    
    Plans Documents and InformationIf called upon to do so to produce on demand but not more than once in respect of each such
piece of information :
 (a)
    
    to the Landlord all such plans documents and other evidence as the Landlord
may reasonably require in order to satisfy itself that the provisions of this Lease
have been complied with(b)
    
    to the Landlord or any person acting as the third party determining the
Principal Rent in default of agreement between the parties under the provisions for
rent review contained in this Lease such information as may reasonably be requested in
writing in relation to any pending or intended procedure to be taken under the
Landlord and Tenant Act or the implementation of any provisions for rent review and(c)
    
    to the Landlord or its agent full particulars of all occupants of the
Premises and the terms of their occupation provided that the Tenant will not be
required to give details that would put the Tenant in breach of the Data Protection
Act 1998
 4.15
    
    IndemnitiesTo be responsible for and to keep the Landlord fully indemnified against all damages losses
costs expenses actions demands proceedings claims and liabilities made against or suffered
or incurred by the Landlord arising directly or indirectly out of:
 (a)
    
    any act omission or negligence of the Tenant or any persons at the Premises
expressly or impliedly with the Tenants authority or
 23




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(b)
    
    any breach or non-observance by the Tenant of the covenants conditions or
other provisions of this Lease
 4.16
    
    Disposal Boards and ViewingTo permit the Landlord upon reasonable notice at any time during the last six months of the
Term and at any time thereafter to enter upon the Premises and affix and retain upon any
reasonable part of the Premises a notice for reletting the Premises and during each such
period or periods to permit upon reasonable prior written notice persons with the written
authority of the Landlord or its agent at reasonable times of the day to view the Premises
without interruption provided they are accompanied by the Landlord or its agents
 4.17
    
    Encroachments
 (a)
    
    Not to stop up darken or obstruct any windows or light belonging to the
Premises(b)
    
    To take all necessary steps to prevent any new window light opening doorway
path passage right or other encroachment or easement being made or acquired in against
out of or upon the Premises and to notify the Landlord immediately in writing if any
such encroachment or easement shall be made or acquired (or attempted to be made or
acquired) and at the request of the Landlord and the cost of the Tenant to adopt such
means as shall be required to prevent such encroachment or the acquisition of any such
easement
 4.18
    
    Yield UpAt the expiry of the Term:
 (a)
    
    to yield up the Premises in accordance with the terms of this Lease with
vacant possession(b)
    
    to remove all placards signs reasonable notices fascias boards name-plates
and advertisements fixed or exhibited by the Tenant in or upon the Premises and to
make good to the reasonable satisfaction of the Landlord as soon as reasonably
practicable any damage caused by such removal and to pay to the Landlord the
reasonable and proper cost of removing any nameplates or signs installed pursuant to
paragraph 4 of schedule 1(c)
    
    to give up all keys of the Premises to the Landlord(d)
    
    to provide the Landlord with a copy of the most recent asbestos survey and
associated documents held by the Tenant pursuant to its duties under Regulation 4 of
the Control of Asbestos at Work Regulations 2002
 4.19
    
    Interest on Arrears
 (a)
    
    If the Tenant shall fail to pay within 10 Business Days of the above date the
Rents or any other sum due under or pursuant to this Lease whether formally demanded
or not the Tenant shall pay to the Landlord Interest on the Rents or other such sum
and such Interest shall be deemed to be and shall be recoverable as rent in arrear(b)
    
    Nothing in the preceding paragraph 4.20(a) shall entitle the Tenant to
withhold or delay any payment of the Rents or any other sum due under this Lease after
the date upon which they fall due or in any way prejudice affect or derogate from the
rights of the Landlord in relation to such non-payment including (but not limited to)
the proviso for re-entry contained in this Lease
 24




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4.20
    
    Statutory NoticesTo give full particulars to the Landlord of any notice direction order or proposal for the
Premises made given or issued to the Tenant by any local or public authority within ten
Business Days of receipt and if so required by the Landlord to produce it to the Landlord
and without delay and at the cost of the Tenant to take all necessary steps to comply with
such notice direction or order and at the request and cost of the Landlord to make or join
with the Landlord in making such objection or representation against or in respect of any
notice direction order or proposal as the Landlord shall deem expedient4.21
    
    Defective PremisesTo give notice to the Landlord of any defect in the Premises which might give rise to an
obligation on the Landlord to do or refrain from doing any act or thing in order to comply
with the provisions of this Lease or the duty of care imposed on the Landlord pursuant to
the Defective Premises Act 1972 or otherwise and at all times to display and maintain all
necessary notices which the Landlord may from time to time require to be displayed at the
Premises4.22
    
    Keyholders
 (a)
    
    To ensure that at all times the Landlord and the local Police Force have
written notice of the name home address and home telephone number of at least two
keyholders of the Premises(b)
    
    Not to change the locks at the entrances to the Premises without first
notifying the Landlord in writing
 4.23
    
    Compliance with RegulationsIn so far as the same relate to the Premises or the activities acts or omissions of the
Tenant or any undertenant or any persons under its or their control to comply or procure
compliance with such reasonable regulations as the Landlord may from time to time notify in
writing to the Tenant for the general management supervision and security of the Building
including the control of deliveries to and the removal of refuse from the Building and the
Premises4.24
    
    New SuretyWithin ten Business Days of the death during the Term of any Surety or of such person
committing or permitting an Act of Insolvency to give notice of this to the Landlord and if
so required by the Landlord at the expense of the Tenant within 30 Business Days of such
event to procure some other person acceptable to the Landlord to execute a guarantee in the
form of schedule 34.25
    
    Compliance with TitleProvided that the Tenant has received all relevant title documents to perform observe and
comply with the rights easements privileges restrictions covenants stipulations and other
matters contained or referred to in schedule 5 so far as they relate to the Premises and
are capable of being enforced4.26
    
    Landlords Release under the Landlord and Tenant (Covenants) Act 1995Not to object unreasonably to the Landlord being released from its obligations under this
Lease as requested in any notice served on the Tenant under section 8 of the Landlord and
Tenant (Covenants) Act 1995
 25




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4.27
    
    Registration of the Lease at the Land Registry
 (a)
    
    The Tenant covenants to apply to the Land Registry for first registration of
this Lease within the period of 6 weeks beginning on the date of the Lease and on
completion of the registration forthwith to supply the Landlord with official copies
of the register of title and title plan(b)
    
    To the extent that the Landlord is not the registered proprietor of the
Building at the date of this Lease, the Landlord will use its reasonable endeavours to
procure that the Landlords interest as proprietor of the freehold title BK289836 is
registered at the Land Registry with title absolute as soon as reasonably practicable
after the date of this Lease and on completion of the registration forthwith to supply
the Tenant with official copies of the register of title and title plan(c)
    
    The Landlord will keep the Tenant indemnified against all damages losses
costs expenses actions demands proceedings claims and liabilities made against or
suffered or incurred by the Tenant arising directly out of a breach or non observance
by the Landlord of the Landlords obligations in clause 4.27(b)(d)
    
    The Landlord will use its reasonable endeavours to assist the Tenant to
procure the registration of this Lease and will deal promptly with any requisitions
that are raised by the Land Registry which relate to the Landlords interest in the
Building
 4.28
    
    Closure of title to the Lease at the Land RegistryAt the end or sooner determination of the Term to apply to the Land Registry to close the
title to this Lease and for the cancellation of any entry or notice of or relating to this
Lease on any other registered title and to provide all reasonable assistance required by
the Landlord to close such title and remove such entries
 5.
    
    THE LANDLORDS COVENANTSThe Landlord covenants with the Tenant that:5.1
    
    Quiet EnjoymentThe Tenant paying the Rents and performing and observing the covenants and conditions on
the part of the Tenant herein contained the Landlord shall permit the Tenant peaceably and
quietly to hold and enjoy the Premises during the Term without any interruption or
disturbance from or by the Landlord or by any person lawfully claiming through under or in
trust for the Landlord5.2
    
    ServicesSubject to the Tenant paying to the Landlord the Service Charge subject also to the
provisions of paragraphs 2 and 3 of part 1 of schedule 4 the Landlord shall provide or
procure the provision:
 (a)
    
    during Business Hours of the Services and(b)
    
    outside Business Hours of:
 (i)
    
    such of the Services as the Landlord shall in its discretion
deem appropriate and also(ii)
    
    air conditioning and heating(iii)
    
    such other of the Services as the Tenant shall previously have
requested and which the Landlord shall have agreed to provide
 26




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in each case to a standard appropriate to a building of the type and size of the
Building and for the Permitted User provided that the Landlord shall be entitled to
employ such managing agents professional advisers consultants contractors and other
persons as may be required from time to time for the purpose of the performance of
the Services
 5.3
    
    Restriction
 (a)
    
    The Landlord covenants with the Tenant that within 5 Business Days of the
date of this Lease it will at its own cost make an application to the Land Registry on
Form RX1 to register a restriction against title number BK289836 in the form set out
below and that it will use all reasonable endeavours to achieve registration of the
said restriction and that on completion of the registration forthwith to supply the
Tenant with official copies of the register of title number BK289836 containing the
restriction:
 No disposition of that part of the Registered Estate known as Richmond House
(formerly known as Regents House and marked as such on the title plan) (other
than a charge or a transfer of the whole of Richmond House (formerly known as
Regents House)) by the proprietor of the registered estate or by the
proprietor of any registered charge is to be registered without a certificate
signed by a conveyancer that the provisions of clause 11 of a lease dated
2007 and made between (1) Bedell Corporate Trustees Limited and Atrium
Trustees Limited (as Trustees of the Park One Unit Trust) (2) Tollgrade UK
Limited and (3) Tollgrade Communications, Inc have been complied with
 (b)
    
    The Tenant shall give the Landlord such assistance as it may reasonably
require in removing such restriction from the register at the end or sooner
determination of the Lease term
 5.4
    
    Provision of InformationTo provide such information (including but not limited o security codes) as is necessary to
the Tenant to enable the Tenant to access the Premises 24 hours a day every day of the year5.5
    
    Asbestos SurveyTo procure as soon as reasonably practicable and at its own cost a Type 2 asbestos survey
of the Premises and to supply a copy of the survey report to the Tenant as soon as
reasonably practicable5.6
    
    RemediationTo remediate at its own cost any contamination (as defined in any Environmental Law)
existing at the Premises and/or the Building prior to the date of this Lease6.
    
    INSURANCE6.1
    
    Landlord to insureThe Landlord covenants with the Tenant to effect and maintain the following insurances in
respect of the Building (including all plant machinery apparatus and equipment contained
therein) (unless such insurance shall be vitiated avoided or forfeited by any act of the
Tenant or any person deriving title under the Tenant or by anyone at the Building expressly
or by implication with the authority of the Tenant or such person) with a reputable
insurance office or underwriters
 27




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(a)
    
    against damage or destruction by the Insured Risks in the following sums:
 (i)
    
    such sum (together with Value Added Tax on such sum) as shall
from time to time be the full cost of rebuilding and reinstating the Building
including architects surveyors and other professional fees and fees and costs
payable upon any applications for planning permission or other permits or
consents that may be required in relation to the rebuilding or reinstatement of
the Building the cost of debris removal demolition site clearance any works
that may be required by statute and incidental expenses and(ii)
    
    the loss of the Principal Rent from time to time (having regard
to any review of the Principal Rent which may become due under this Lease) and
Service Charge for three years or such longer period as the Landlord may from
time to time properly consider to be sufficient for the purposes of planning
and carrying out such rebuilding or reinstatement
 (b)
    
    third party and public liability insurance(c)
    
    insurance against liability under the Defective Premises Act 1972 (and any
other Act of Parliament or European Community legislation in respect of which the
Landlord requires insurance).
 6.2
    
    Details of the InsuranceThe Landlord covenants with the Tenant in relation to the policy of insurance effected by
the Landlord pursuant to its obligations in this clause to produce to the Tenant on demand
(but not more than once in any period of twelve months) a copy of the policy and the last
premium renewal receipt6.3
    
    Tenants Insurance CovenantsThe Tenant covenants with the Landlord:
 (a)
    
    to pay the Insurance Rent on demand for the period from and including the
date of this Lease up to and including the day before the next policy renewal date
and subsequently to pay the Insurance Rent on demand and (if so demanded) in advance
of the policy renewal date(b)
    
    in the event of any claim under a policy of insurance relating to the
Building to reimburse the Landlord on demand for a reasonable proportion of any excess
which applies(c)
    
    to comply with all the requirements and recommendations of the insurers of
the Building(d)
    
    not to do or permit anything that could cause any policy of insurance on or
in relation to the Building to become void or voidable wholly or in part nor (unless
the Tenant shall have previously notified the Landlord and agreed to pay the increased
premium) anything by which additional insurance premiums may become payable(e)
    
    to keep the Premises supplied with such fire fighting equipment as the
insurer may require and to maintain such equipment in efficient working order(f)
    
    to comply with the requirements and recommendations of the insurer as to fire
precautions relating to the Premises(g)
    
    not to obstruct the access to any fire equipment or the means of escape from
the Premises nor to lock any fire door while the Premises are occupied
 28




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(h)
    
    to give notice to the Landlord immediately upon the happening of any event
which might affect any insurance policy on or relating to the Premises or upon the
happening of any event against which the Landlord may have insured under this Lease(i)
    
    not to effect any policy of insurance in relation to the Building without the
prior written consent of the Landlord(j)
    
    if at any time the Tenant shall be entitled to the benefit of any insurance
on the Premises (which is not effected or maintained in pursuance of any obligation
contained in this Lease) to apply all money received by virtue of such insurance in
making good the loss or damage in respect of which such money shall have been received(k)
    
    if and whenever during the Term the Premises or any part (the relevant
part) of the Building giving access to the Premises are damaged or destroyed by any
of the Insured Risks and the insurance money under the policy of insurance effected by
the Landlord pursuant to its obligations contained in this Lease is by reason of any
act or default of the Tenant or anyone at the Premises expressly or by implication
with the Tenants authority wholly or partially irrecoverable to pay to the Landlord
on demand the amount of such insurance money so irrecoverable with Interest on such
amount (from the date of demand or (if earlier) the date on which the Landlord first
suffered financial loss because of the insurance money being irrecoverable in whole or
in part as aforesaid)(l)
    
    that whenever any fire or other insurance is effected through or by the
Landlord all sums allowed by way of commission discount or otherwise shall be deducted
from the items listed at clause 1.25(a)(i)-(iv) and clause 1.25(b)
 6.4
    
    Suspension of Principal Rent
 (a)
    
    Subject to clause 6.4(b) if and whenever during the Term:
 (i)
    
    the Premises or any part of them are damaged or destroyed or
access to the Premises is substantially impaired by any of the Insured Risks so
that the Premises or any part of them are unfit for occupation or use for the
Permitted User and(ii)
    
    the insurance effected by the Landlord is not vitiated avoided
or forfeited and the insurance money is not irrecoverable in whole or in part
by reason of any act or default of the Tenant or any person deriving title
under the Tenant or anyone at the Premises expressly or by implication with the
authority of the Tenant or such person
 the Principal Rent and the Service Charge or a fair proportion of them according to
the nature and the extent of the damage sustained shall cease to be payable until
the Premises or the relevant part shall have been rebuilt or reinstated so that the
Premises are made fit for occupation and use or for the Permitted User until
(whichever period is the shorter)
 6.5
    
    Reinstatement and Determination if Prevented
 (a)
    
    If and whenever during the Term:
 (i)
    
    the Premises or any part of them are damaged or destroyed by
any of the Insured Risks and
 29




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(ii)
    
    the payment of the insurance money is not refused in whole or
part by reason of any act or default of the Tenant or anyone at the Premises
expressly or by implication with the Tenants authority
 the Landlord shall use all reasonable endeavours to obtain all planning permissions
and other permits and consents that may be required under the Planning Acts and any
other statutes to enable the Landlord to rebuild or reinstate the Premises or the
affected part with all reasonable speed(b)
    
    In the circumstances referred to in paragraph 6.5(a) and subject to the
provisions of paragraph 6.5(c) the Landlord shall as soon as such permissions permits
and consents have been obtained (or as soon as practicable where they are not
required) apply all money received in respect of such insurance (except sums received
in respect of loss of Principal Rent)in rebuilding or reinstating the Premises or the
relevant part with all reasonable speed and will to the extent that the sums are
insufficient as a result of the Landlords own act neglect or default (including any
failure to insure in the reinstatement cost of the Building) make up the shortfall out
of its own resources(c)
    
    The Landlord shall not be liable to rebuild or reinstate the Premises or the
relevant part if and for so long as such rebuilding or reinstating is prevented by one
or more of the following causes:
 (i)
    
    the Landlord has failed (despite using all reasonable
endeavours) to obtain such permissions permits and consents as are mentioned in
paragraph 6.5(a)(ii)
    
    any of such permissions permits and consents have been granted
subject to a lawful condition with which in all the circumstances it would be
unreasonable to expect the Landlord to comply(iii)
    
    some defect or deficiency affecting the site upon which the
rebuilding or reinstatement is to take place would mean that the same could
only be undertaken at a cost that would be unreasonable in all the
circumstances(iv)
    
    the Landlord is unable to obtain access to such site for the
purposes of rebuilding or reinstating(v)
    
    the rebuilding or reinstating is prevented by war act of God
Government action strike lockout or any other circumstance beyond the control
of the Landlord
 (d)
    
    If upon the expiry of a period of 12 months commencing on the date of the
damage or destruction works have not commenced in respect of the rebuilding or
reinstatement of the Premises or the access thereto or the relevant part thereof (as
the case may be) either the Landlord or the Tenant may serve notice on the other at
any time after that date (but before the Premises are again fit for occupation and
use) whereupon:
 (i)
    
    this Lease shall absolutely cease but without prejudice to any
rights or remedies that may have accrued to either party against the other and(ii)
    
    all money received in respect of the insurance effected by the
Landlord pursuant to this clause 6 shall belong to the Landlord
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7.
    
    PROVISOS7.1
    
    Re-entryIf and whenever during the Term:
 (a)
    
    the Rents (or any of them or any part of them) under this Lease are
outstanding for more than twenty eight Business Days after becoming due whether
formally demanded or not or(b)
    
    there is a material breach by the Tenant of any covenant or other term of
this Lease or any document expressed to be supplemental to this Lease or(c)
    
    the Tenant commits or permits an Act of Insolvency or(d)
    
    the Tenant otherwise ceases to exist
 the Landlord may re-enter the Premises or any part of them in the name of the whole at any
time and even if any previous right of re-entry has been waived and then the Term will
absolutely cease but without prejudice to any rights or remedies which may have accrued to
the Landlord against the Tenant or the Surety in respect of any breach of covenant or other
term of this Lease including the breach in respect of which the re-entry is made7.2
    
    Rights and EasementsThe 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 part 1 of
schedule 1 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 to by
any means whatever any easement from or over or affecting any other land or premises now or
at any time after the date of this Lease belonging to the Landlord or any Group Company of
the Landlord and not comprised in this Lease7.3
    
    Disputes with Adjoining OccupiersIf any dispute arises between the Tenant and the tenants or occupiers of other parts of the
Building or the Adjoining Property as to any easement right or privilege in connection with
the use of the Premises and any other part of the Building or the Adjoining Property or as
to the boundary structures separating the Premises from any other property it shall be
decided by the Landlord acting reasonably7.4
    
    Exclusion of Use WarrantyNothing in this Lease or in any consent granted by the Landlord under this Lease shall
imply or warrant that the Premises may lawfully be used under the Planning Acts for the
purpose authorised in this Lease or any purpose subsequently authorised7.5
    
    RepresentationsThe Tenant acknowledges that this Lease has not been entered into in reliance wholly or
partly on any statement or representation made by or on behalf of the Landlord except any
such statement or representation that is expressly set out in this Lease or made in writing
by the Landlords Solicitor to the Tenants Solicitor prior to the date hereof7.6
    
    Tenants PropertyIf after the Tenant has vacated the Premises on the expiry of the Term any property of the
Tenant remains in or on the Premises and the Tenant fails to remove it within twenty
 31




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Business Days after being requested in writing by the Landlord to do so or if after using
all reasonable endeavours the Landlord is unable to make such a request to the Tenant
within twenty Business Days from the first attempt so made by the Landlord:
 (a)
    
    the Landlord may as the agent of the Tenant sell such property and the Tenant
shall indemnify the Landlord against any liability incurred by it 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 is proved) that such property
belonged to the Tenant(b)
    
    the Landlord shall (subject to paragraph 7.6(c) below) forthwith after such
sale pay to the Tenant the proceeds of such sale after having deducted the reasonable
fees and expenses incurred by or on behalf of the Landlord in connection with such
sale(c)
    
    if the Landlord having made reasonable efforts is unable to locate the Tenant
the Landlord shall be entitled to retain such proceeds of sale absolutely unless the
Tenant shall claim them within six months of the date on which the Tenant vacated the
Premises and(d)
    
    the Tenant shall indemnify the Landlord against any damage occasioned to the
Premises and any actions claims proceedings costs expenses and demands made against
the Landlord caused as a direct result of the presence of the property in or on the
Premises
 7.7
    
    Compensation on VacatingAny statutory right of the Tenant to claim compensation from the Landlord on vacating the
Premises shall be excluded to the extent that the law allows7.8
    
    Covenants relating to Adjoining PremisesNothing contained in or implied by this Lease shall give the Tenant the benefit of or the
right to enforce or to prevent the release or modifications of any covenant agreement or
condition entered into by any tenant of the Landlord in respect of any property not
comprised in this Lease7.9
    
    Loss or DamageThe Landlord its servants agents visitors or licensees shall not be liable or responsible
to the Tenant its servants agents visitors or licensees for any loss injury damage nuisance
annoyance or inconvenience which may be sustained by the Tenant its servants agents
visitors or licensees (either personally or to their property including the Premises)
caused by:
 (a)
    
    any act neglect default or misconduct of any other tenant of the Landlord or
any interruption of their services caused by illness industrial action shortage of
personnel or materials or other cause not directly under the control of the Landlord(b)
    
    any failure or defect in any Conduits or Utilities serving the Premises
 7.10
    
    Service of Notices
 (a)
    
    The provisions of section 196 of the Law of Property Act 1925 as amended by
the Recorded Delivery Service Act 1962 shall apply to the giving and service of all
notices and documents under or in connection with this Lease except that:
 (i)
    
    section 196 shall be deemed to be amended as follows:
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the final words of section 196(4).... and that service ... be delivered
shall be deleted and there shall be substituted ...and that service shall be
deemed to be made on the second Business Day after the registered letter has
been posted(ii)
    
    any notice served on the Tenant or the Surety must be served on
Sara M Antol, Secretary of Tollgrade UK Ltd, c/o Tollgrade Communications Inc.,
493 Nixon Road, Chiswick PA 15024 or such other place/person as the Tenant or
Surety shall have notified the Landlord in writing
 (b)
    
    Any notice or document shall also be sufficiently served if sent by
facsimile transmission or any other means of electronic transmission to the party to
be served and that service shall be deemed to be made on the day of transmission if
transmitted before 4.00 p.m. on a Business Day but otherwise on the next following
Business Day and in this clause party includes the Surety
 7.11
    
    Value Added Tax
 (a)
    
    Save as the context requires or as otherwise stated all references to
payments made in this Lease are references to such payments exclusive of Value Added
Tax chargeable in respect of the supply of goods or services for which the payment is
consideration and insofar as such payments fall to be made under this Lease the amount
of such Value Added Tax shall be paid in addition thereto(b)
    
    Without prejudice to and save as mentioned earlier in this clause 7.11 where
any supply is made pursuant to this Lease the recipient of the supply shall pay to the
supplier the amount of any Value Added Tax chargeable in respect thereof(c)
    
    Where any payment is required to be made pursuant to this Lease to reimburse
the payee for any expenditure incurred by the payee such payment shall include an
amount equal to any Value Added Tax comprised in that expenditure which is not
recoverable by the payee as input tax under section 25 of the Value Added Tax Act 1994
 7.12
    
    Control and Substitution of Common PartsThe Common Parts shall at all times be subject to the exclusive control and management of
the Landlord and the Landlord shall be entitled:
 (a)
    
    to alter stop up divert or otherwise use any part of the Common Parts or any
of them provided that no such alteration stopping up diversion other use or change
which has any material adverse effect on the Premises or any part thereof or on the
use or enjoyment of or access to the same shall be effected unless it is unavoidable
or avoidable only at a cost which the Landlord (acting reasonably) considers to be
disproportionate and in any event the Landlord shall use all reasonable endeavours to
minimise any such material adverse effect(b)
    
    to close all or any of the Common Parts for the purpose of repairing
renovating replacing cleansing and maintaining the same provided that the Landlord
shall use all reasonable endeavours to minimise the length of any such closure and
shall use reasonable endeavours to perform such services during non-Business Hours and
provided that the access to and use of the Premises is not restricted unless it is
unavoidable or avoidable only at a cost which the Landlord (acting reasonably)
considers disproportionate
 33




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7.13
    
    Exclusion of ResponsibilityAny services rendered to or for the Tenant by an employee representative agent or servant
of the Landlord shall be deemed to have been rendered by that person as employee
representative agent or servant of the Tenant and in particular any acceptance for
distribution by any such person of letters packages or other communications shall imply no
responsibility on the part of the Landlord in relation thereto nor render it liable in
respect thereof in any way7.14
    
    Entire UnderstandingThis Lease embodies the entire understanding of the parties relating to the Premises and to
all the matters dealt with by the provisions of this Lease7.15
    
    Landlord and Tenant (Covenants) Act 1995This Lease is a new tenancy as that expression is defined in the Landlord and Tenant (Covenants) Act 19957.16
    
    InvalidityIf at any time any one or more provisions of this Lease is or becomes invalid illegal or
unenforceable in any respect under any law the validity legality and enforceability of the
remaining provisions hereof shall not be in any way affected or impaired thereby7.17
    
    Landlords Liability
 (a)
    
    In this clause 7.17 Assignment of the Reversionmeans:
 (i)
    
    execution of an assignment or transfer by deed or;(ii)
    
    an assignment or transfer by operation of law
 which transfers or assigns the Landlords reversionary interest in the Property
whether or not that assignment or transfer is subsequently registered at the Land
Registry(b)
    
    The Landlord shall not be liable for any breach of the landlord covenants of
this Lease occurring after an Assignment of the Reversion
 7.18
    
    AsbestosNotwithstanding the provisions elsewhere in this Lease, the parties agree that the Landlord
is responsible for removing and/or maintaining as required by law or to the extent
contained in any of the Tenants obligations in this Lease any asbestos in the Premises at
the date of this Lease (provided that the Tenant shall not interfere with or disturb any
asbestos in the Premises) and for the avoidance of doubt the Tenant is not responsible for
any such obligations or liabilities7.19
    
    Tenants electricity consumptionNotwithstanding the provisions elsewhere in this Lease the parties agree that the Tenant
can use 107,350 watts (156 amps/phase) of electricity from its connections with the
Conduits that serve the Premises
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8.
    
    THE SURETYS COVENANTSIn consideration of this Lease having been granted at its request the Surety covenants with
the Landlord as a primary obligation and without the need for any express assignment with
all its successors in title in the terms set out in schedule 39.
    
    TENANTS OPTION TO DETERMINE9.1
    
    The Tenant may determine this Lease on 24 December 2012 (the Determination Date") subject to
complying with the conditions set out in clause 9.2 below (the Break Conditions").9.2
    
    The Break Conditions are that the Tenant shall:
 (a)
    
    give to the Landlord not less than six (6) months notice (such notice to be
on or before 24 June 2012) in writing of its intention to determine this Lease on the
Determination Date;(b)
    
    as of the Determination Date have paid the Principal Rent reserved by this
Lease;(c)
    
    on the Determination Date pay to the Landlord a sum equivalent to three (3)
months Principal Rent and;(d)
    
    yield up to the Premises with vacant possession on the Determination Date.
 9.3
    
    If the Tenant complies with the Break Conditions then the Lease shall immediately cease and
determine on the Determination Date but without prejudice to the rights of either party in
respect of any antecedent claim or breach of covenant.9.4
    
    On the Determination Date the Tenant shall return the original Lease to the landlord together
with any other title deeds and documents relating to the Premises and shall give such
assistance as the Landlord shall reasonably require in order to cancel any entry or title
relating to the Lease at the Land Registry and the Landlord will at the Determination Date
return to the Tenant the Counterpart Lease and any other title deeds and documents relating to
the Premises in its possession or control.Nothing in this clause shall make time of the essence for the purposes of the rent review
provisions contained in the Lease10.
    
    LIMITATION OF LIABILITY10.1
    
    The Landlord is entering into this Lease as trustee of the Unit Trust and as such any
liability on the part of the Landlord pursuant to this Lease shall be limited to the net
assets held on trust from time to time for the Unit Trust which are in its possession or under
its control as trustee of the Unit Trust.10.2
    
    Notwithstanding any other provision of this Lease the Landlord shall have no obligation to
meet any claim or liability under this Lease except to the extent that it can properly meet
the claim or liability out of the net assets from time to time of the Unit Trust.10.3
    
    The Tenant acknowledges that the effect of clauses 10.1 and 10.2 above is that the Landlord
shall have no recourse to any assets other than those assets from time to time comprising the
trust fund of the Unit Trust.10.4
    
    The limitations in this clause 10 shall not apply in the case of fraud on the part of the
Landlord.10.5
    
    The Tenant acknowledges that references to the Landlord in this Lease are references to the
Landlord in its capacity as trustee of the Unit Trust and references to actions of the
 35




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Landlord are references to actions of the Landlord in its capacity as trustee of the Unit
Trust only and not to any corporate or other capacity11.
    
    ADDITIONAL SPACE11.1
    
    If the Landlord wishes to grant a lease of any surplus accommodation within the Building (the
Surplus Accommodation") during the Term to a third party (the Interested Party") the
Landlord covenants that it shall once heads of terms have been signed by or on behalf of the
Landlord and by or on behalf of the Interested Party offer to enter into a lease with the
Tenant on terms no less advantageous to the Landlord than those agreed with the Interested
Party. The Landlord shall serve on the Tenant (in duplicate) a written notice of the offer
(the Offer Notice") which will contain details of the terms being offered to the Tenant and
the Tenant shall use its reasonable endeavours to keep the details of the Offer Notice
confidential.11.2
    
    The Tenant may accept the Landlords offer by signing dating and serving the duplicate or
another copy of the Offer Notice on the Landlord within 10 Business Days of receipt of the
Offer Notice following which the Landlord shall enter into a lease of the Surplus
Accommodation with the Tenant provided that the Tenant completes the lease within 25 Business
Days of service of the signed and dated duplicate or copy Offer Notice on the Landlord.11.3
    
    In the event that the Landlord accepts the Tenants offer to take a Lease of the Surplus
Accommodation such lease shall be in a form by reference to this Lease with the necessary
changes to reflect the terms agreed between the Landlord and the Tenant.11.4
    
    If the Tenant does not accept the Offer Notice as stated in clause 11.2 the Landlord shall be
permitted to let the accommodation which is the subject to the relevant Offer Notice to the
Interested Party within three (3) months after the expiry of the 10 Business Day notice period
of the Offer Notice referred to in clause 11.2 without serving an additional Offer Notice on
the Tenant provided that the terms of the proposed letting are the same as the terms which
were offered to the Tenant pursuant to the relevant Offer Notice and provided further that if
the terms of the proposed letting to the Interested Party referred to in clause 10.1 are more
advantageous than those which were offered to the Tenant the Landlord shall be obliged to
re-serve an Offer Notice on the Tenant in accordance with clause 11.2.11.5
    
    The Landlord further covenants with the Tenant that it will not at any time accept any offer
for the lease of the Surplus Accommodation made by someone other than the Tenant without first
offering to let the same to the Tenant in accordance with the provisions of this clause11.6
    
    The provisions of this clause are personal to Tollgrade UK Limited and reference in this
clause to the Tenant does not include successors and assigns12.
    
    LANDLORDS ONGOING WORKS12.1
    
    In this clause 12:Landlords Worksmeans the works set out in the Specification to the part of the ground
floor of the Building excluding the area shown hatched black on the Floor PlanSpecificationmeans the specification attached to this Lease and marked Specification
12.2 The Landlord will at the cost of the Landlord and (subject as hereinafter provided):
 (a)
    
    with reasonable speed and (subject also to all necessary planning permissions
building regulations approval licences permits or consents being obtained and
 36




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remaining valid and unrevoked) in a good and workmanlike manner complete the
Landlords Works with such modifications as the Landlord may reasonably require(b)
    
    use reasonable endeavours to obtain or cause to be obtained and once obtained
to keep in force or cause to be kept in force all necessary planning permissions
buildings regulations approvals licences permits or consents which shall be required
for the Landlords Works(c)
    
    use reasonable endeavours to procure that the Landlords contractor complies
with its obligations under the building contract for the Landlords Works to make good
forthwith any defects appearing in the Premises within the defects liability period
under the relevant building contract and which shall within that period be notified by
the Tenant to the Landlord in writing(d)
    
    insure the Landlords Works(e)
    
    use reasonable endeavours to complete such of the Landlords Works to enable
the Tenant to enter use and occupy the Premises for the purpose of the Permitted Use
no later than 31 October 2007
 12.3
    
    The Landlord and the Tenant agree that if the part of the Landlords Works separating the
Premises from the remainder of the ground floor of the Building are not substantially
completed by 31 October 2007 the Tenant may step in and complete that part of the Landlords
Works to the Tenants reasonable satisfaction provided that if the Landlord has been unable to
build such wall as a result of the Landlord being unable to obtain consent from the relevant
authorities (having used reasonable attempts to do so) to the proposed emergency exit route
from the Premises then the Tenant shall not be entitled to exercise such rights of step in
provided that the Landlord shall continue to use reasonable endeavours to obtain such consent
as soon as reasonably practicable and shall complete such works as soon as reasonably
practicable thereafter12.4
    
    In the event that the Tenant exercises its right under clause 12.2 the Landlord agrees to pay
the reasonable and proper costs of the Tenant in completing the relevant part of the
Landlords Works within 20 Business Days of demand13.
    
    EXCLUSION OF THE LANDLORD AND TENANT ACT 195413.1
    
    This Lease is not granted pursuant to a prior agreement for lease13.2
    
    In relation to the tenancy created by this Lease:
 (a)
    
    the Landlord served on the Tenant a notice dated
2007 complying with the requirements of section 38A(3) of the Landlord and
Tenant Act(b)
    
    the Landlord served on the Surety a notice dated
2007 complying with the requirements of section 38A(4) of the Landlord and
Tenant Act(c)
    
    the Tenant or a person duly authorised by the Tenant made a Statutory
Declaration (the Tenants Statutory Declaration") complying with the requirements of
schedule 2 to the Regulatory Reform (Business Tenancies) (England and Wales) Order
2003(d)
    
    the Surety or a person duly authorised by the Surety made a Statutory
Declaration (the Suretys Statutory Declaration") complying with the requirements of
schedule 2 to the Regulation Reform (Business Tenancies) (England and Wales) Order
2003
 13.3
    
    Where the Tenants Statutory Declaration or the Suretys Statutory Declaration was made by a
person other than the Tenant or the Surety (as appropriate) the Tenant or the Surety
 37




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(as appropriate) confirms that the declarant was duly authorised to make the Statutory
Declaration on the Tenants or the Suretys (as appropriate) behalf13.4
    
    The Landlord and the Tenant agree that the provisions of sections 24 to 28 (inclusive) of the
Landlord and Tenant Act shall be excluded in relation to the tenancy created by this Lease14.
    
    THE CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999A person who is not a party to this Lease has no right under the Contracts (Rights of Third
Parties) Act 1999 to enforce any of its terms but this does not affect any right or remedy
of a third party which exists or is available apart from that Act15.
    
    ENTRY TO THE BUILDING BY THIRD PARTIES15.1
    
    The Landlord acknowledges that the Tenant is not responsible for the security of the Retained
Parts or other Lettable Areas notwithstanding the Tenants its employees visitors agents
contractors or anyone else entering the Building with the Tenants authority (the Tenants
Employees") use of any door entry and/or security system for the Building.15.2
    
    Notwithstanding the provisions elsewhere in this Lease the Tenant is not liable for any
claims proceedings demands expenses or costs incurred by or made against the Landlord
howsoever arising in connection with the entry to the Building by anyone other than the
Tenants Employees
 IN WITNESS
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SCHEDULE 1
 Part 1  Rights and Easements Granted
 1.
    
    Common Parts1.1
    
    The right (in common with the Landlord and other persons having a like right) for the Tenant
and all persons expressly or by implication authorised by it to use the Common Parts and fire
escapes or routes of escape in the Building for the purposes of access to and egress from the
Premises1.2
    
    To the extent the Landlord has power to grant the same the right set out in paragraphs 1 and
2 of schedule 1 of a transfer of Phase 1 Park One Bracknell dated 25 June 1990 made between
(1) Britel Developments (Bracknell) Limited and (2) Britel Fund Trustees Limited2.
    
    ConduitsThe right (in common with the Landlord and other persons having a like right) to the free
passage and running ( of all Utilities in and through the Conduits that now or may at any
time serve the Premises laid in or over or under other parts of the Building and (or) the
Adjoining Property3.
    
    SupportThe right of support shelter and protection for the benefit of the Premises as is now
enjoyed from all other parts of the Building4.
    
    Name-Plates or SignsThe right at the expense of the Tenant but without having to pay a fee to the Landlord for
the exercise of this right (and with the Landlords consent which is not to be unreasonably
withheld) to display the name and business of the Tenant and other permitted occupiers of
the Premises including the Tenant on:4.1
    
    the tenants name-board maintained by the Landlord in the main entrance lobby of the Building
and4.2
    
    (subject to complying with the provisions of paragraph 4.7(b) of this Lease) on the entrance
door on each floor of the Premises5.
    
    Car ParkingThe right at all times to park 29 cars in the Car Parking Spaces designated by the landlord
from time to time within the Car Park together with all ancillary vehicular and pedestrian
rights of access to and egress to and from the Building over the Common parts and within
the Building for the proper and reasonable enjoyment of such car parking rights6.
    
    The right at all times during the Term to connect to and to retain a connection to the Risers
and to put and retain any necessary Conduits on the Retained Parts running between the
Premises and the Risers to enable such connection thereto7.
    
    The right at all reasonable times upon reasonable prior notice except in cases of emergency
to enter (or in cases of emergency to break and enter) the Retained Parts and the other
Lettable Areas to carryout the Tenants obligations in this Lease where it is not reasonably
practicable for the Tenant to comply with these obligations without such access providing that
the Tenant causes as little inconvenience as reasonably possible to the occupiers of the area
accessed and makes good as soon as reasonably practicable any damage thereby caused to such
areas
 39




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8.
    
    Air Conditioning UnitsThe right to install and thereafter retain the Air Conditioning Units in such location as
the Landlord may agree acting reasonably in the basement parking area within the Car Park
together with the right at all reasonable times on reasonable prior notice except in case
of emergency to enter the basement parking area within the Car Park and such other parts of
the Building as are necessary for the purpose of inspecting cleansing maintaining repairing
removing renewing replacing and altering the Air-Conditioning Units (but only where such
works cannot reasonably be carried out without such access and provided that the Tenant
causes as little inconvenience as reasonably possible to the occupiers of the area accessed
and makes good as soon as reasonably practicable any damage thereby caused to such areas)
 Part 2  Rights and Easements Excepted and Reserved
  1.
    
    ConduitsThe free and uninterrupted passage and running of the Utilities through the Conduits which
are now or may at any time be in under or passing through or over the Premises other than
those which exclusively serve the Premises2.
    
    Right of EntryThe right at all reasonable times upon reasonable prior notice except in cases of emergency
to enter (or in cases of emergency to break and enter) the Premises in order to:2.1
    
    inspect cleanse maintain repair connect remove lay renew relay replace with others or alter
the Conduits2.2
    
    execute repairs decorations alterations works of refurbishment and any other works to the
Building or to do anything which the Landlord may or is obliged to do under this Lease
including without limitation to perform the obligations on its part contained in clause 5.2.
of this Leaseprovided that the Landlord or the person exercising the foregoing rights shall cause as
little inconvenience as reasonably possible to the Premises and shall make good as soon as
reasonably practicable any damage thereby caused to the Premises3.
    
    Scaffolding and Hoists3.1
    
    The right at all times to erect scaffolding for the purpose of repairing or cleaning the
Building or the Adjoining Property or in connection with the exercise of any of the rights
mentioned in this part of this schedule and3.2
    
    The right at all times to erect on the exterior of the Building and affix to the Premises
hoists for the purpose of conveying plant machinery apparatus and goods of whatever nature to
parts of the Buildingin each case without payment of compensation and notwithstanding that such scaffolding or
hoists or their fixings may temporarily restrict the access to or enjoyment and use of or
the right and passage of light and air to the Premises
 40




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4.
    
    Rights of LightThe rights of light air support protection and shelter enjoyed by the Building and the
Adjoining Property5.
    
    Rights to redevelopFull right and liberty at any time hereafter to raise the height of or make any alterations
or additions or execute any other works to the Building and the Adjoining Property or to
erect any new buildings of any height on the Adjoining Property in such a manner as the
Landlord or the person exercising the right shall think fit notwithstanding the fact that
the same may obstruct affect or interfere with the amenity of or access to the Premises or
the passage of light and air to the Premises but not so that the Tenants use and
occupation and access to the Premises thereof is materially affected6.
    
    Emergency RightsThe right to enter the Premises in times of emergency or during fire drills for the purpose
of obtaining access to or using any of the fire escapes or routes of escape in the Building
whether or not in existence at the date of this Lease
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SCHEDULE 2
 Principal Rent and Rent Review
 1.
    
    DefinitionsIn this schedule the following words and expressions have the following meanings:1.1
    
    Assumptionsmeans the following assumptions at the Review Date:
 (a)
    
    that no work has been carried out on or to the Premises by the Tenant its
sub-tenants or their predecessors in title during the Term which has diminished the
rental value of the Premises(b)
    
    that if the Premises have been destroyed or damaged they have been fully
restored(c)
    
    that the Tenants covenants contained in this Lease have been fully performed
and observed(d)
    
    that the Premises are available to let as a whole by a willing landlord to a
willing tenant by one lease without a fine or premium being paid by either party and
with vacant possession(e)
    
    that the Premises are ready for and fitted out and equipped for immediate
occupation and use for the purpose or purposes required by the willing tenant referred
to in paragraphs 1.1(d) and 2.2 and that all the Utilities required for such
occupation and use are connected to the Premises(f)
    
    that the lease referred to in paragraph 1.1(d) contains the same terms as
this Lease other than the amount of the Principal Rent and except as set out in
paragraph 1.1(g)(g)
    
    that the term of the lease referred to in paragraph 1.1(d) is equal in length
to the residue of the Term remaining unexpired at the relevant Review Date or a period
of five years whichever is the longer and that such term begins on the Review Date and
that the years during which the tenant covenants to decorate the Premises are at
similar intervals after the beginning of the term of such lease as those specified in
this Lease(h)
    
    that the willing Tenant is to receive whatever rent free period rental
concessions or other inducements that may at the time be usual on the grant of a new
Lease with vacant possession
 1.2
    
    Disregarded Mattersmeans:
 (a)
    
    any effect on rent of the fact that the Tenant its sub-tenants or their
respective predecessors in title have been in occupation of the Premises(b)
    
    any goodwill attached to the Premises by reason of the carrying on at the
Premises or any other premises in the Building and/or Adjoining Property of the
business of the Tenant its sub-tenants or their predecessors in title in their
respective businesses(c)
    
    any increase in rental value of the Premises attributable to the existence at
the Review Date of any improvements to the Premises carried out with consent where
required otherwise than in pursuance of an obligation to the Landlord or its
predecessors in title either:
 42




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by the Tenant its sub-tenants or their respective predecessors in title during the
Term or during any period of occupation prior to the Term arising out of an
agreement to grant such term orby any tenant or sub-tenant of the Premises before the commencement of the Term so
long as the Landlord or its predecessors in title have not since the improvement was
carried out had vacant possession of the relevant part of the Premisesit being acknowledged by the parties that any fitting-out works carried out by the
Landlord at its expense prior to the date of this Lease shall not be treated as one
of the Disregarded Matters
 1.3
    
    Presidentmeans the President for the time being of the Royal Institution of Chartered
Surveyors the duly appointed deputy of the President or any person authorised by the President
to make appointments on his behalf1.4
    
    Principal Rentmeans:
 (a)
    
    from and including the Rent Commencement Date until and including the day
before the first Review Date the Initial Principal Rent and(b)
    
    during the Review Period a rent equal to the greater of:
 (i)
    
    the Principal Rent payable immediately prior to the relevant
Review Date or if payment of Principal Rent has been suspended pursuant to
clause 6.4 of this Lease the Principal Rent which would have been payable had
there been no such suspension and(ii)
    
    such Principal Rent as may be ascertained in accordance with
this schedule
 1.5
    
    Review Datemeans the fifth anniversary of the date of this Lease1.6
    
    Review Periodmeans the period beginning on the Review Date and ending on the date of
expiry of the Term1.7
    
    Surveyormeans a chartered surveyor who has been qualified as such for not less than ten
years and is experienced in the letting and (or) valuation of premises of a similar nature to
and situate in the same region as the Premises and used for purposes similar to the Permitted
User at the date of his appointment to be appointed in accordance with the provisions of
paragraph 2.3 of this schedule2.
    
    Ascertaining the Principal Rent
 (a)
    
    The Landlord and the Tenant shall seek to agree the Principal Rent to
operate from the Review Date and if within three months before the Review Date the
parties shall not have agreed on the Principal Rent to operate from the Review Date
either party may at any time thereafter require the Surveyor to determine the
Principal Rent
 2.2
    
    The Principal Rent to be determined by the Surveyor shall be such as he shall decide to be
the higher of:
 (a)
    
    rent which might reasonably be expected to become payable in respect of the
Premises as would be negotiated in the open market between a willing landlord and a
willing tenant upon a letting of the Premises in the open market at the Review Date
making the Assumptions but disregarding the Disregarded Matters and(b)
    
    the Principal Rent payable immediately before the Review Date
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2.3
    
    The Surveyor shall:
 (a)
    
    be appointed by agreement between the parties or (in the absence of agreement
within ten Business Days of one party giving notice to the other of its nomination or
nominations) nominated by the President on the application of either party(b)
    
    at the option of the Landlord act either as an arbitrator in accordance with
the Arbitration Act 1996 or as an expert such option to be exercised by the Landlord
giving written notice to the President at the time of the Landlords written
application to the President or if application is made by the Tenant then within five
Business Days of the Landlord being notified of the appointment of the Surveyor but if
no written notice is given by the Landlord as aforesaid the Surveyor shall act as an
arbitrator(c)
    
    if acting as an expert invite the Landlord and the Tenant to submit to him
within such time limits (not being less than 15 Business Days) as he shall consider
appropriate a valuation accompanied if desired by a statement of reasons and such
representations and cross representations as to the amount of the Principal Rent with
such supporting evidence as they may respectively wish(d)
    
    within 20 Business Days of his appointment or within such extended period as
the Landlord and the Tenant shall jointly agree in writing give to each of them
written notice of the amount of the Principal Rent as determined by him
 2.4
    
    The fees and expenses of the Surveyor if acting as an expert including the cost of his
nomination shall be in the award of the Surveyor and failing such award the same shall be
payable by the Landlord and the Tenant in equal shares who shall each bear their own costs
fees and expenses2.5
    
    If one party shall upon publication of the Surveyors award pay the Surveyors fees and
expenses that party shall be entitled to recover such proportion (if any) of them as the
Surveyor shall award against the other party2.6
    
    If the Surveyor fails to give notice of his determination within the time aforesaid or if he
dies is unwilling to act or becomes incapable of acting or if for any other reason he is
unable to act either party may request the President to discharge the Surveyor and appoint
another surveyor in his place to act in the same capacity which procedure may be repeated as
many times as necessary2.7
    
    Whenever the Principal Rent shall have been ascertained in accordance with this schedule
memoranda to this effect shall be signed by or on behalf of the parties and annexed to this
Lease and its counterpart and the parties shall bear their own costs in this respect3.
    
    Payment of Principal Rent3.1
    
    If the Principal Rent shall be ascertained on or before the Review Date and the Review Date
is not a quarter day the Tenant shall on the Review Date pay to the Landlord the amount by
which one quarters Principal Rent at the rate payable on the immediately preceding quarter
day is less than one quarters Principal Rent at the rate of the revised rent apportioned on a
daily basis for that part of the quarter during which such revised rent is payable3.2
    
    If the Principal Rent payable during any Review Period has not been ascertained by the Review
Date then immediately after the date on which the same has been agreed between the parties or
the date on which the Surveyors determination shall be received by one party the Tenant shall
pay to the Landlord:
 (a)
    
    any shortfall between the Principal Rent which would have been payable on the
Review Date and on any subsequent quarter days had the Principal Rent been
 44




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ascertained on or before the Review Date and the payments made by the Tenant on
account and(b)
    
    interest at two per cent. less than the Interest Rate prevailing on the date
upon which the shortfall is paid in respect of each instalment of Principal Rent due
on or after the Review Date on the amount by which the instalment of Principal Rent
which would have been paid on the relevant Review Date or such quarter day exceeds the
amount paid on account and such interest shall be payable for the period beginning on
the date upon which the instalment was due and ending on the date of payment of the
shortfall
 3.3
    
    If the Principal Rent payable during the Review Period has not been ascertained by the Review
Date the Principal Rent shall continue to be payable at the rate previously payable on
account of the Principal Rent for the Review Period4.
    
    Arrangements when Increasing Principal Rent Prevented4.1
    
    If at the Review Date there shall be in force a statute which shall prevent restrict or
modify the Landlords right to review the Principal Rent in accordance with this Lease and
(or) to recover any increase in the Principal Rent the Landlord shall once such restriction or
modification is removed relaxed or modified be entitled (but without prejudice to its rights
(if any) to recover any Principal Rent the payment of which has only been deferred by law) on
giving not less than one months nor more than three months notice in writing to the Tenant
to invoke the provisions of paragraph 4.24.2
    
    Upon the service of a notice pursuant to paragraph 4.1 the Landlord shall be entitled:
 (a)
    
    to proceed with any review of the Principal Rent which may have been
prevented or further to review the Principal Rent in respect of any review where the
Landlords right was restricted or modified and the date of expiry of such notice
shall be deemed for the purposes of this Lease to be a Review Date(b)
    
    to recover any increase in Principal Rent with effect from the earliest date
permitted by law
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SCHEDULE 3
 Covenants by the Surety
 1.
    
    Covenant and Indemnity by Surety1.1
    
    In consideration of the Landlord entering into this Lease the Surety covenants with the
Landlord that:
 (a)
    
    the Tenant (here meaning Tollgrade UK Limited only) failing whom the Surety
will until this Lease is assigned by the Tenant or if such Assignment is an excluded
Assignment within the meaning of section 11(1) of the Landlord and Tenant (Covenants)
Act 1995 until the next subsequent Assignment which is not an excluded Assignment duly
perform and observe all the covenants on the part of the Tenant contained in this
Lease (including without limitation the payment of the Rents and all other sums
payable under this Lease) in the manner and at the times specified in this Lease and(b)
    
    it will indemnify and keep indemnified the Landlord against all claims
demands losses damages liability costs fees and expenses whatsoever reasonably and
properly incurred sustained by the Landlord by reason of or arising in any way
directly or indirectly out of any default by the Tenant in the performance and
observance of any of its obligations hereunder or the payment of any Rents or other
sums payable hereunder or arising as a result of the Lease being disclaimed by a
liquidator or trustee in bankruptcy or similar officer appointed to or in respect of
the Tenant and having such power (each a Relevant Disclaimer")(c)
    
    For the purposes of paragraph 1.1 above the Term will be deemed to continue
for the duration specified in this Lease notwithstanding that a Relevant Disclaimer
occurs
 2.
    
    Nature of Suretys Obligations2.1
    
    The obligations of the Surety hereunder are primary obligations2.2
    
    The Surety is jointly and severally liable with the Tenant for the fulfilment of all the
obligations of the Tenant under this Lease2.3
    
    Notwithstanding any legal limitation disability or incapacity on or of the Tenant or any
other fact or circumstance whether known to the Landlord or not the Landlord may proceed
against and recover from the Surety as if the Surety was named as the Tenant in this Lease2.4
    
    The Landlord shall not be obliged to make any demand on the Tenant before enforcing its
rights against the Surety hereunder3.
    
    Waiver by Surety3.1
    
    The obligations of the Surety hereunder are to constitute a continuing security in addition
to and without prejudice to any other rights which the Landlord may have and the Surety hereby
waives any right to require the Landlord to proceed against the Tenant or to pursue any other
remedy whatsoever which may be available to the Landlord before proceeding against the Surety4.
    
    Postponement of Claims by Surety against Tenant4.1
    
    Unless otherwise instructed by the Landlord the Surety will not claim or accept any payment
or property in any liquidation bankruptcy composition or arrangement of the Tenant in
competition with the Landlord nor seek to recover (whether directly or by way
 46




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of set-off lien counterclaim or otherwise) any money or other property nor exercise any
other right or remedy whatsoever in respect of any sum which may be or become due to the
Surety from the Tenant nor exercise any rights of subrogation or indemnity against the
Tenant until in each such case all the Suretys obligations hereunder have been performed
and discharged in full4.2
    
    The Surety will forthwith pay to the Landlord an amount equal to any set-off in fact
exercised by it and will promptly pay or transfer to the Landlord any payment or distribution
or benefit in fact received by it notwithstanding the terms of paragraph 4.1 above4.3
    
    The Surety agrees that it will exercise any rights of subrogation against the Tenant and any
rights to prove in a liquidation of the Tenant which it may have in accordance with the
reasonable directions of the Landlord5.
    
    Postponement of Participation by Surety in SecurityThe Surety confirms it has not taken and undertakes it will not take from the Tenant any
security in connection with its obligations hereunder and declares that any security so
taken shall be held on trust for the Landlord and further the Surety agrees that it shall
not be entitled to participate in any security held by the Landlord in respect of the
Tenants obligations to the Landlord under this Lease nor to stand in the place of the
Landlord in respect of any such security until all the obligations of the Tenant or the
Surety to the Landlord under this Lease have been performed or discharged in full6.
    
    No Release of SuretyNone of the following nor any combination thereof shall release determine discharge or in
any way lessen or affect the liability of the Surety hereunder or otherwise prejudice or
affect the right of the Landlord to recover from the Surety to the full extent of its
obligations hereunder:6.1
    
    any neglect delay or forbearance of the Landlord in endeavouring to obtain payment of the
Rents or other amounts payable under this Lease by the Tenant or in enforcing the performance
or observance of any of the obligations of the Tenant under this Lease6.2
    
    any refusal by the Landlord acting reasonably to accept Rents tendered by or on behalf of the
Tenant6.3
    
    any extension of time given by the Landlord to the Tenant6.4
    
    any variation of the terms of this Lease agreed between the parties (including any reviews of
the Principal Rent) or the surrender of any part thereof or the transfer of the Landlords
reversion providing such variation is not prejudicial to the Surety6.5
    
    the release of any person for the time being jointly or severally liable for the Tenants
obligations or liable as surety for the Tenants obligations other than a variation of the
terms of the Lease agreed between the parties6.6
    
    any change in the constitution structure or powers of any of the Tenant the Surety or the
Landlord or the liquidation administration or bankruptcy (as the case may be) of any of the
Tenant the Surety or the Landlord6.7
    
    any legal limitation or any immunity disability or incapacity of the Tenant (whether or not
known to the Landlord) or the fact that any dealings with the Landlord or the Tenant may be
outside or in excess of the powers of the Tenant or the Surety6.8
    
    the taking variation compromise renewal release or refusal or neglect to perfect or enforce
any rights remedies or securities against the Tenant or any other person
 47




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6.9
    
    any Relevant Disclaimer6.10
    
    any other act omission matter or thing whatsoever whereby but for this provision the Surety
would be exonerated or released either wholly or in part (other than a release by deed given
by the Landlord)7.
    
    Disclaimer or Forfeiture of Lease7.1
    
    The Surety undertakes to the Landlord that:
 (a)
    
    if a liquidator or trustee in bankruptcy or similar officer having such power
shall disclaim or surrender this Lease or(b)
    
    if the Tenant shall cease to have legal existence
 THEN the Surety shall if the Landlord by notice in writing given to the Surety within two
months after such disclaimer or other event occurs so requires accept from and execute and
deliver to the Landlord a counterpart of a new lease of the Premises for a term commencing
on the date of the disclaimer or other event and continuing for the residue then remaining
unexpired of the Term (as specified in this Lease) such new lease to be at the cost of the
Surety and to be at the same rents and subject to the same covenants conditions and
provisions as are contained in this Lease7.2
    
    If this Lease is disclaimed and for any reason the Landlord does not require the Surety to
accept a new lease of the Premises in accordance with this schedule the Landlord shall be
entitled to require that the Surety pays to the Landlord on demand an amount equal to the
Rents for the period commencing with the date of such disclaimer and ending on whichever is
the earlier of:
 (a)
    
    the date six months after such disclaimer and(b)
    
    the date (if any) upon which the Premises are relet
 8.
    
    Cumulative Powers and Avoidance of Payments8.1
    
    The powers conferred on the Landlord hereunder are cumulative without prejudice to its powers
under the general law and may be exercised as often as the Landlord thinks appropriate The
Landlord may in connection with the exercise of its powers join or concur with any person in
any transaction scheme or arrangement whatsoever8.2
    
    Any settlement or discharge between the Landlord and the Tenant and/or the Surety shall be
conditional upon no security or payment to the Landlord by the Tenant or the Surety or any
other person being avoided or set aside or ordered to be refunded or reduced by virtue of any
provision or enactment relating to bankruptcy insolvency or liquidation for the time being in
force and accordingly (but without limiting the Landlords other rights hereunder) the
Landlord shall be entitled to recover from the Surety the value which the landlord has placed
upon such security or the amount of any such payment as if such settlement or discharge had
not occurred9.
    
    Representations9.1
    
    The Surety warrants and represents that it has full power to enter into the obligations and
covenants hereunder and has taken all necessary corporate or other action required to
authorise its execution of this Lease and that the provisions of this Lease constitute the
legal valid and binding obligations of the Surety
 48




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10.
    
    Benefit of Guarantee10.1
    
    The covenants undertakings and agreements of the Surety hereunder shall enure for the benefit
of the successors and assigns of the Landlord to this Lease without the necessity for any
assignment thereof to such successors and assigns10.2
    
    Without prejudice to paragraph 10.1 above the Landlord may assign the benefit of the
provisions of this Lease and the covenants undertakings and agreements of the Surety hereunder
to any third party and the Surety shall join in such documents as may be necessary to effect
such assignment11.
    
    Interest on Late PaymentThe Surety will pay Interest on any late payments by it to the Landlord hereunder12.
    
    Costs and ExpensesThe Surety will indemnify the Landlord against all the Landlords reasonable and proper
legal and other costs losses charges and expenses (on a full indemnity basis) arising in
connection with any modification amendment release and/or enforcement or attempted
enforcement of or preservation of the Landlords rights under this Lease13.
    
    Set-offAll payments to be made by the Surety hereunder will be made in full without any deduction
for any set-off or counterclaim the Surety may have against the Landlord14.
    
    WaiverNo delay or omission by the Landlord in exercising any right power or privilege hereunder
shall impair such right power or privilege or be construed as a waiver of such right power
or privilege15.
    
    InvalidityIf at any time any one or more provisions of this schedule is or becomes invalid illegal or
unenforceable in any respect under any law the validity legality and enforceability of the
remaining provisions hereof shall not be in any way affected or impaired thereby
 49




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SCHEDULE 4
 Service Charge
 Part 1  Payment of the Service Charge
 1.
    
    Payment of the Service Charge1.1
    
    The Tenant shall pay for the period from the date of commencement of the Term to the
Calculation Date next following the date of this Lease a quarter of the Initial Provisional
Service Charge the first payment being a proportionate sum in respect of the period from and
including the date of commencement of the Term to and including the day before the next
quarter day after the date of this Lease to be paid on the date of this Lease subsequent
payments to be made in advance on the relevant quarter days in respect of the relevant
quarters1.2
    
    The Tenant shall pay by four equal quarterly payments in advance on the usual quarter days
for the next and each subsequent Financial Year a provisional sum calculated upon a reasonable
and proper estimate by the Landlord supplied in writing to the Tenant of what the Annual
Expenditure is likely to be for that Financial Year. The Landlord will notify the Tenant
before any new Financial Year for the estimated Service Charge for the forthcoming financial
year in every year1.3
    
    The Landlord shall as soon as reasonably practicable after each Calculation Date prepare an
account certified by the Accountant showing:
 (a)
    
    the Gross Annual Expenditure and the Annual Expenditure for the Financial
Year ending on the Calculation Date and containing a full and complete list of the
expenditure referred to in it and upon such account being certified by the Accountant
it shall be conclusive evidence for the purposes of this Lease of all matters of fact
referred to in the account except in the case of manifest error(b)
    
    the Service Charge for the Financial Year(c)
    
    the amount of any items in the Gross Annual Expenditure which have been paid
from any reserve fund or received from any insurer tenant or other person not being a
tenant or occupier of the Building(d)
    
    the total standing to the credit of any reserve fund
 1.4
    
    For a period two months after delivery of the information referred to in paragraph 1.3 above,
the Landlord will make available any receipts or invoices evidencing expenditure of the Gross
Annual Expenditure for inspection by the Tenant at the offices of the Landlord during normal
business hours by appointment1.5
    
    If the Service Charge for any Financial Year shall:
 (a)
    
    exceed the provisional sum for that Financial Year the excess shall be due to
the Landlord on demand or(b)
    
    be less than such provisional sum the overpayment shall be credited to the
Tenant against the next quarterly payment of the Service Charge
 1.6
    
    (a) Notwithstanding any other provisions herein contained the Initial Provisional Service
Charge payable by the Tenant shall not exceed £6.00 per square foot (the Service Charge Cap")
and thereafter the Service Charge shall not exceed the Service Charge Cap as increased
pursuant to paragraph 1.5(b) below
 (b)
    
    In each subsequent Financial Year the Service Charge Cap shall increase (if
 50




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appropriate)on the previous year figure by the same proportion as the increase (if
any) over the same period in the Consumer Price Index All Items published by the
Office of National Statistics and the amount of the Service Charge payable by the
Tenant with regard to each subsequent Financial Year shall not in each case exceed
the Service Charge Cap (as varied) in accordance with the provisions of this
paragraph(c)
    
    If it becomes impossible after the date of this Lease to calculate the
increase in the Service Charge Cap because of any change in the methods used to
compile the Index referred to in paragraph 1.5(b) above or any other reason the
determination of the increase in the Service Charge Cap shall be determined (in the
absence of agreement between the parties) by an arbitrator to be appointed either by
agreement between the parties or in the absence of agreement by the President for the
time being of the RICS on the application of either party
 2.
    
    Variations2.1
    
    Notwithstanding anything in any other provision herein contained the Landlord may withhold
omit add to extend vary or make any alteration in the rendering of the Services or any of them
from time to time if the Landlord acting reasonably in its discretion deems in the interests
of good estate management to do so2.2
    
    The Landlord shall not be entitled to include in the calculation of Gross Annual Expenditure
any items of expense or cost incurred which result in a duplication of the same expense or
cost3.
    
    Exclusion of Landlords LiabilityNotwithstanding anything in any other provision herein contained the Landlord shall not be
liable to the Tenant nor shall the Tenant have any claim against the Landlord in respect
of:3.1
    
    any failure or interruption in any of the Services by reason of the inspection repair
maintenance or replacement thereof or of any plant machinery equipment installations or
apparatus used in connection therewith or damage thereto or destruction thereof by any risk
(whether or not an Insured Risk) or by reason of electrical mechanical or other defect or
breakdown or frost or other inclement conditions or shortage of fuel materials supplies or
labour or whole or partial failure or stoppage of any mains supply or any other circumstances
beyond the reasonable control of the Landlord or3.2
    
    any negligent act omission or unauthorised act of any person undertaking the Services or any
of them
 Part 2  The Services
 1.
    
    Maintaining Structure and Retained PartsMaintaining repairing amending altering rebuilding renewing and reinstating and where
appropriate cleaning washing down painting and decorating the Structure and all other parts
of the Building (but excluding any items or parts of any items the maintenance of which is
the exclusive responsibility of the Tenant or any other tenants in the Building) and the
carpeting furnishing any equipping of the parts of the Building not comprised in the
Lettable Areas2.
    
    Lifts and EscalatorsProviding a lift and escalator service by the operation of the lifts and escalators now
installed in the Building (other than any lift or escalator demised to other tenants of the
 51




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Building) or by such substituted lift or escalator as the Landlord acting reasonably may
from time to time decide to install3.
    
    Hot and Cold WaterMaintaining an adequate supply of hot and cold water to all toilet accommodation in the
Building and maintaining a regular and sufficient supply of necessary washing and toilet
requisites in the toilet accommodation in the Retained Parts4.
    
    Heating and Air-conditioningSupplying central heating and (or) air-conditioning to the Building when required5.
    
    Maintaining PlantInspecting servicing maintaining repairing amending overhauling replacing and insuring
(save insofar as insured under other provisions of this Lease) all Plant but excluding any
items or parts of any items of such Plant whose maintenance is the exclusive responsibility
of the Tenant or any other tenants in the Building6.
    
    Maintaining ConduitsMaintaining repairing cleansing emptying draining amending and renewing all Conduits in on
under or over the Building but excluding any Conduits or parts of them the maintenance of
which is the exclusive responsibility of the Tenant or any other tenant in the Building7.
    
    Maintaining Fire Fighting EquipmentMaintaining and renewing all fire fighting equipment and ancillary apparatus in the
Retained Parts and the fire alarm system the sprinkler system and the fire detection system
throughout the Building8.
    
    Cleaning the Retained PartsCleaning treating polishing heating and lighting the Retained Parts to such standard as the
Landlord may from time to time consider adequate including the provision of facilities for
the control or eradication of pests9.
    
    Gardens and Floral DecorationsProviding maintaining replacing removing and changing plants shrubs trees gardens or grass
areas and floral decorations in the Retained Parts and keeping the same planted free from
weeds and properly tended and the grass cut10.
    
    Fixtures Fittings etcSupplying providing purchasing maintaining renewing replacing repairing servicing
overhauling and keeping in good and serviceable order and condition all notices sign boards
appurtenances fixtures fittings bins receptacles tools appliances materials equipment and
other things which the Landlord may deem desirable or necessary for the maintenance
appearance up-keep or cleanliness of the Building or any part of it and/or for the well
being of the Tenants from time to time11.
    
    WindowsCleaning as frequently as the Landlord shall in its absolute discretion consider adequate
the external and internal surfaces of all glazing windows and window-frames in the
 52




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Building including (if required by the Landlord) those that form part of the Premises and
other premises let to individual tenants12.
    
    RefuseCollecting and disposing of refuse from the Building and the provision repair maintenance
and renewal of plant and equipment for the collection treatment packaging or disposal of
refuse13.
    
    SecurityThe provision and maintenance of security services for the Building (but not the Premises
separately) and a vehicular entry control system to the Building (including at all
appropriate times security guards traffic control barriers and electronic surveillance
systems as the Landlord shall deem necessary)14.
    
    ReceptionThe provision of reception facilities in the main entrance lobby of the Building and the
repair maintenance and renewal as necessary of:14.1
    
    the reception desk or desks14.2
    
    the tenants directory board which shall be provided and installed by the Landlord in a
suitably prominent location and which shall display the names of the occupiers of the Building
and14.3
    
    furniture in the main entrance lobby14.4
    
    the provision of lighting to the Common Parts where required15.
    
    Other ServicesAny other services relating to the Building or any part of it provided by the Landlord
having regard to the principles of good estate management and from time to time during the
Term and not expressly mentioned taking into account the submissions of the Tenant and
tenants of the Lettable Areas
 Part 3  The Ancillary Items
 1.
    
    Fees1.1
    
    The proper and reasonable fees and disbursements of:
 (a)
    
    the Surveyor the Accountant and any other individual firm or company employed
or retained by the Landlord for (or in connection with) such surveying or accounting
functions or the management of the Building(b)
    
    the managing agents (whether or not the Surveyor) for or in connection with:
 (i)
    
    the management of the Building(ii)
    
    the collection of the rents and all other sums due to the
Landlord from the tenants of the Building(iii)
    
    the performance of the Services and any other duties in and
about the Building or any part of it relating to (without limitation) the
general management administration security maintenance protection and
cleanliness of the Building
 53




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(c)
    
    any individual firm or company valuing the Building for the purposes of
assessing the full cost of rebuilding and reinstatement(d)
    
    any individual firm or company providing caretaking or security arrangements
and services to the Building(e)
    
    any other individual firm or company employed or retained by the Landlord to
perform (or in connection with) any of the Services or any of the functions or duties
referred to in this paragraph
 1.2
    
    The management charge of the Landlord or a Group Company of the Landlord for any of the
Services or the other functions and duties referred to in paragraph 20.1 above that shall be
undertaken by the Landlord or such Group Company and not by a third party which shall not be
higher than ten per cent. of the total cost of the provision of the Services in any Financial
Year2.
    
    StaffThe cost of employing (whether by the Landlord a Group Company of the Landlord the managing
agents or any individual firm or company) such staff as is necessary for the performance of
the Services and the other functions and duties referred to in this schedule and all other
incidental expenditure in relation to such employment including but without prejudice to
the generality of the above:2.1
    
    insurance pension and welfare contributions2.2
    
    transport facilities and benefits in kind2.3
    
    the provision of uniforms and working clothing2.4
    
    the provision of vehicles or appliances cleaning and other materials fixtures fittings and
other equipment for the proper performance of their duties and storage for housing the same
and2.5
    
    a notional rent (not exceeding the current market rent such rent to be determined by the
Landlord acting reasonably) for any premises in the Building provided rent free for every such
persons use occupancy or residence or for the purpose of a building management suite or for
the purpose of storage referred to in paragraph 2.4 above3.
    
    Contracts for Services and MaintenanceThe cost of any maintenance contracts or contracts for the carrying out of all or any of
the Services4.
    
    OutgoingsAll rates taxes assessments duties charges impositions and outgoings which are now or
during the Term shall be charged assessed or imposed on:4.1
    
    the whole of the Retained Parts or any part of them including (but without limitation)
residential accommodation for staff employed in connection with the Buildingand for the avoidance of doubt any items charged assessed imposed or payable in connection
with the whole or any part or parts of the Building excluding the Lettable Areas by any
third parties including but without limitation any estate management fees and/or any other
amounts of the like payable to any third parties
 54




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5.
    
    Electricity Gas etcThe cost incurred by the Landlord for the supply of electricity gas oil or other fuel for
the provision of the Services and for all purposes in connection with the Retained Parts
excluding items for which the Tenant or any other tenants within the Building is or are
liable to pay for6.
    
    Road Charges etcThe amount which the Landlord shall be called upon to pay as a contribution towards the
expense of making repairing maintaining rebuilding and cleansing any ways roads pavements
or structures Conduits or anything which may belong to or be used for the Building or any
part of it exclusively or in common with other neighbouring or adjoining premises7.
    
    RegulationsThe costs charges and expenses of preparing and supplying to the tenants copies of any
regulations made by the Landlord relating to the Building or the use of it8.
    
    Statutory Requirements etcThe cost of taking all steps for complying with making representations against or otherwise
contesting the incidence of the provisions of any statute by-law or notice concerning town
planning public health asbestos highways streets drainage or other matters relating to or
alleged to relate to the Building excluding the Lettable Areas and for the avoidance of
doubt this includes the cost of any alterations to the Building made in order to comply
with a duty under the Disability Discrimination Act 19959.
    
    NuisanceThe cost to the Landlord of abating a nuisance in connection with the Building or any part
of it insofar as the same is not the liability of any individual tenant10.
    
    InterestAny interest and fees in respect of money borrowed to finance the provision of the Services
or the Ancillary Items
 55




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SCHEDULE 5
 Particulars of Matters to which the Premises are Subject
  56




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SCHEDULE 6
 Authorised Guarantee Agreement
 THIS AUTHORISED GUARANTEE AGREEMENT 
 BETWEEN
 (1)
    [(No. ) whose registered office is at] [of]
    (the Assigning Tenant)
 (2)
    [(No. ) whose registered office is at] [of]
    (the Landlord)
 NOW THIS DEED WITNESSES AS FOLLOWS:
 1.
    
    DEFINITIONS AND INTERPRETATION1.1
    
    DefinitionsIn this agreement the following words and expressions have the following meanings:Assignmentmeans the Assignment by the Assigning Tenant to the Assignee of the LeaseLandlordmeans [                    ] and includes the party in whom the reversion
immediately expectant on the determination of the Term (as that expression is defined in
the Lease) is for the time being vestedLeasemeans [                    ] and includes all or any deeds and documents made
pursuant to or supplemental to that lease whether or not expressed to be soAssigneemeans [                    ]Authorised Guarantee Periodmeans the period from and including the date of the
Assignment until the date (if any) when the Lease is assigned by the Assignee to a third
party or (if such Assignment is an excluded Assignment within the meaning of section 11(1)
of the Landlord and Tenant (Covenants) Act 1995) until the next Assignment of the Lease
which is not an excluded Assignment1.2
    
    Interpretation
 (a)
    
    Expressions used but not defined in this agreement have the meanings given to
them in the Lease(b)
    
    At any time when the Assigning Tenant or the Landlord comprises two or more
parties such expressions shall include all or either of any such parties and
obligations expressed or implied to be made by or with any of them shall be deemed to
be made by or with such parties jointly and severally
 2.
    
    RECITALS2.1
    
    The reversion immediately expectant on the determination of the Term is vested in the
Landlord2.2
    
    The Term is vested in the Assigning Tenant who wishes to enter into the Assignment2.3
    
    The Landlord is willing to consent to the Assignment on condition that the Assigning Tenant
enters into this agreement as required by the Lease
 57




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3.
    
    COVENANT AND INDEMNITY BY ASSIGNING TENANT3.1
    
    In consideration of the Landlord consenting to the Assignment the Assigning Tenant covenants
with the Landlord that:
 (a)
    
    the Assignee (failing whom the Assigning Tenant) will at all times during the
Authorised Guarantee Period duly perform and observe all the covenants on the part of
the Tenant contained in the Lease (including without limitation the payment of the
Rents and all other sums payable under the Lease) in the manner and at the times
specified in the Lease and(b)
    
    it will indemnify and keep indemnified the Landlord against all claims
demands losses damages liability costs fees and expenses whatsoever reasonably and
properly incurred or sustained by the Landlord by reason of or arising in any way
directly or indirectly out of any default by the Assignee in the performance and
observance of any of its obligations under the Lease or the payment of any Rents or
other sums payable under the Lease or arising as a result of the Lease being
disclaimed by a liquidator or trustee in bankruptcy or similar officer appointed to or
in respect of the Assignee and having such power (each a Relevant Disclaimer)
 3.2
    
    For the purposes of clause 3.1 above the Authorised Guarantee Period will be deemed to
continue for the period specified in clause 1.1(e) above notwithstanding that a Relevant
Disclaimer occurs4.
    
    NATURE OF ASSIGNING TENANTS OBLIGATIONS4.1
    
    The obligations of the Assigning Tenant hereunder are primary obligations4.2
    
    The Assigning Tenant is jointly and severally liable with the Assignee for the fulfilment of
all the obligations of the Assignee as Tenant under the Lease4.3
    
    Notwithstanding any legal limitation disability or incapacity on or of the Assignee or any
other fact or circumstance whether known to the Landlord or not the Landlord may proceed
against and recover from the Assigning Tenant as if the Assigning Tenant was named as the
Tenant in the Lease4.4
    
    The Landlord shall not be obliged to make any demand on the Assignee before enforcing its
rights against the Assigning Tenant hereunder5.
    
    WAIVER BY ASSIGNING TENANT5.1
    
    The obligations of the Assigning Tenant hereunder are to constitute a continuing security in
addition to and without prejudice to any other rights which the Landlord may have and the
Assigning Tenant hereby waives any right to require the Landlord to proceed against the
Assignee or to pursue any other remedy whatsoever which may be available to the Landlord
before proceeding against the Assigning Tenant6.
    
    POSTPONEMENT OF CLAIMS BY ASSIGNING TENANT AGAINST ASSIGNEE6.1
    
    Unless otherwise instructed by the Landlord the Assigning Tenant will not claim or accept any
payment or property in any liquidation bankruptcy composition or arrangement of the Assignee
in competition with the Landlord nor seek to recover (whether directly or by way of set-off
lien counterclaim or otherwise) any money or other property nor exercise any other right or
remedy whatsoever in respect of any sum which may be or become due to the Assigning Tenant
from the Assignee nor exercise any rights of subrogation or indemnity against the Assignee
until in each such case all the Assigning Tenants obligations hereunder have been performed
and discharged in full
 58




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##### 



6.2
    
    The Assigning Tenant will forthwith pay to the Landlord an amount equal to any set-off in
fact exercised by it and will promptly pay or transfer to the Landlord any payment or
distribution or benefit in fact received by it notwithstanding the terms of clause 6.1 above6.3
    
    The Assigning Tenant agrees that it will exercise any rights of subrogation against the
Assignee and any rights to prove in a liquidation of the Assignee which it may have in
accordance with the reasonable directions of the Landlord7.
    
    POSTPONEMENT OF PARTICIPATION BY ASSIGNING TENANT IN SECURITYThe Assigning Tenant confirms it has not taken and undertakes it will not take from the
Assignee any security in connection with its obligations hereunder and declares that any
security so taken shall be held on trust for the Landlord and further the Assigning Tenant
agrees that it shall not be entitled to participate in any security held by the Landlord in
respect of the Assignees obligations to the Landlord under the Lease nor to stand in the
place of the Landlord in respect of any such security until all the obligations of the
Assignee or the Assigning Tenant to the Landlord under or in relation to the Lease have
been performed or discharged in full8.
    
    NO RELEASE OF ASSIGNING TENANTNone of the following nor any combination thereof shall release determine discharge or in
any way lessen or affect the liability of the Assigning Tenant hereunder or otherwise
prejudice or affect the right of the Landlord to recover from the Assigning Tenant to the
full extent of its obligations hereunder:8.1
    
    any neglect delay or forbearance of the Landlord in endeavouring to obtain payment of the
Rents or other amounts payable under the Lease by the Assignee or in enforcing the performance
or observance of any of the obligations of the Assignee as Tenant under the Lease8.2
    
    any refusal by the Landlord acting reasonably to accept Rents tendered by or on behalf of the
Assignee8.3
    
    any extension of time given by the Landlord to the Assignee8.4
    
    the transfer of the Landlords reversion or (subject to section 18 of the Landlord and Tenant
(Covenants) Act 1995) any variation of the terms of the Lease (including any reviews of the
Principal Rent) or the surrender of any part thereof8.5
    
    the release of any person for the time being jointly or severally liable for the Assignees
obligations or liable as surety for the Assignees obligations8.6
    
    any change in the constitution structure or powers of any of the Assignee the Assigning
Tenant or the Landlord or the liquidation administration or bankruptcy (as the case may be) of
any of the Assignee the Assigning Tenant or the Landlord8.7
    
    any legal limitation or any immunity disability or incapacity of the Assignee (whether or not
known to the Landlord) or the fact that any dealings with the Landlord or the Assignee may be
outside or in excess of the powers of the Assignee or the Assigning Tenant8.8
    
    the taking variation compromise renewal release or refusal or neglect to perfect or enforce
any rights remedies or securities against the Assignee or any other person8.9
    
    any Relevant Disclaimer8.10
    
    any other act omission matter or thing whatsoever whereby but for this provision the
Assigning Tenant would be exonerated or released either wholly or in part (other than a
release by Deed given by the Landlord)
 59




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Provided that in the event that the Tenant produces to the Landlord annual accounts for the
three consecutive years immediately preceding the presentation of such accounts showing the
net profits of the Tenant in each year as the same or more than a sum equivalent to three
times the annual passing rent under the Lease at that time the Landlord will release the
Tenant and the Surety from the covenants herein contained9.
    
    DISCLAIMER OR FORFEITURE OF LEASE9.1
    
    The Assigning Tenant undertakes to the Landlord that:
 (a)
    
    if a liquidator or trustee in bankruptcy or similar officer having such power
shall disclaim or surrender the Lease or(b)
    
    if the Lease shall be forfeited or(c)
    
    if the Assignee shall cease to have legal existence
 THEN the Assigning Tenant shall if the Landlord by notice in writing given to the Assigning
Tenant within two months after such disclaimer or other event occurs so requires accept
from and execute and deliver to the Landlord a counterpart of a new lease of the Premises
for a term commencing on the date of the disclaimer or other event and continuing for the
residue then remaining unexpired of the Term (as specified in the Lease) such new lease to
be at the cost of the Assigning Tenant and to be at the same rents and subject to the same
covenants conditions and provisions as are contained in the Lease9.2
    
    If the Lease is disclaimed and for any reason the Landlord does not require the Assigning
Tenant to accept a new lease of the Premises in accordance with this clause 9 the Landlord
shall be entitled to require that the Assigning Tenant pays to the Landlord on demand an
amount equal to the Rents for the period commencing with the date of such disclaimer and
ending on whichever is the earlier of:
 (a)
    
    the date six months after such disclaimer and(b)
    
    the date (if any) upon which the Premises are relet
 10.
    
    CUMULATIVE POWERS AND AVOIDANCE OF PAYMENTS10.1
    
    The powers conferred on the Landlord hereunder are cumulative without prejudice to its powers
under the general law and may be exercised as often as the Landlord thinks appropriate The
Landlord may in connection with the exercise of its powers join or concur with any person in
any transaction scheme or arrangement whatsoever10.2
    
    Any settlement or discharge between the Landlord and the Assignee and/or the Assigning Tenant
shall be conditional upon no security or payment to the Landlord by the Assignee or the
Assigning Tenant or any other person being avoided or set aside or ordered to be refunded or
reduced by virtue of any provision or enactment relating to bankruptcy insolvency or
liquidation for the time being in force and accordingly (but without limiting the Landlords
other rights hereunder) the Landlord shall be entitled to recover from the Assigning Tenant
the value which the landlord has placed upon such security or the amount of any such payment
as if such settlement or discharge had not occurred11.
    
    REPRESENTATIONSThe Assigning Tenant warrants and represents that it has full power to enter into the
obligations and covenants hereunder and has taken all necessary corporate or other action
required to authorise its execution of this agreement and that the provisions of this
agreement constitute the legal valid and binding obligations of the Assigning Tenant
 60




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##### 



12.
    
    BENEFIT OF GUARANTEE12.1
    
    The covenants undertakings and agreements of the Assigning Tenant hereunder shall enure for
the benefit of the successors and assigns of the Landlord to the Lease without the necessity
for any Assignment thereof to such successors and assigns12.2
    
    Without prejudice to clause 12.1 above the Landlord may assign the benefit of the provisions
of the Lease and the covenants undertakings and agreements of the Assigning Tenant hereunder
to any third party and the Assigning Tenant shall join in such documents as may be necessary
to effect such Assignment13.
    
    INTEREST ON LATE PAYMENTThe Assigning Tenant will pay Interest on any late payment by it to the Landlord hereunder14.
    
    COSTS AND EXPENSESThe Assigning Tenant will indemnify the Landlord against all the Landlords reasonable and
proper legal and other costs losses charges and expenses (on a full indemnity basis)
arising in connection with any modification amendment release and/or enforcement or
attempted enforcement of or preservation of the Landlords rights under this agreement15.
    
    SET-OFFAll payments to be made by the Assigning Tenant hereunder will be made in full without any
deduction for any set-off or counterclaim the Assigning Tenant may have against the
Landlord16.
    
    WAIVERNo delay or omission by the Landlord in exercising any right power or privilege hereunder
shall impair such right power or privilege or be construed as a waiver of such right power
or privilege17.
    
    INVALIDITYIf at any time any one or more provisions of this agreement is or becomes invalid illegal
or unenforceable in any respect under any law the validity legality and enforceability of
the remaining provisions hereof shall not be in any way affected or impaired thereby
 IN WITNESS
 61




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EXECUTED as a DEED by BEDELL
CORPORATE TRUSTEES LIMITEDa company
incorporated in Jersey in its
capacity as trustee of the Park One
Unit Trust acting by two directors or
a director and secretary who in
accordance with the laws of that
territory are acting under the
authority of the company
    
    )
)
)
)
)
)
 Director
    
    /s/ MPaulDirector/Secretary
    
    /s/Paul Butent
 EXECUTED as a DEED by ATRIUM TRUSTEES
LIMITEDa company incorporated in
Jersey in its capacity as trustee of
the Park One Unit Trust acting by two
directors or a director and secretary
who in accordance with the laws of
that territory are acting under the
authority of the company
    
    )
)
)
)
)
)
 Director
    
    /s/Paul ButentDirector/Secretary
    
    /s/MPaul
 62




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##### 



Signed as a deed (but not delivered until the date hereof) by
TOLLGRADE COMMUNICATIONS UK LIMITEDacting by a director and its
secretary:
    
    ))
)
 
 
 Signed as a deed (but not delivered until the date hereof) byTOLLGRADE COMMUNICATIONS INCacting by an authorised officer
    
    ))
)
   63




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PARTICULARS
 DATE
    
    :
    
    18 October 2007LANDLORD
    
    :
    
    BEDELL CORPORATE TRUSTEES LIMITED(a company
incorporated in Jersey with registered number 71860) and
ATRIUM TRUSTEES LIMITED(a company incorporated in
Jersey with registered number 71861) both having their
registered offices at 26 New Street St Helier Jersey
Channel Islands JE2 3RA and both as joint Trustees of
the Park One Unit TrustTENANT
    
    :
    
    TOLLGRADE COMMUNICATIONS (UK) LIMITED(No. 6227812)
whose registered office is at The Weston Centre Weston
Road Bracknell Berkshire RG12 1RWSURETY
    
    :
    
    TOLLGRADE COMMUNICATIONS INC(A Pennsylvania
Corporation) whose registered office is at 493 Nixon
Road Cheswick PA 15024LEASE
    
    :
    
    a lease of the Premises made on 2007
between (1) the Landlord and (2) the TenantPREMISES
    
    :
    
    part of the ground floor of land and buildings now known
as Richmond House, Bracknell (formerly known as
Regents House) and being more particularly described
in the LeaseWORKS
    
    :
    
    the works and alterations to be carried out by the
Tenant at and to the Premises and the Building as shown
on the specification annexed hereto




---



##### 



THIS LICENCE
 NOW THIS DEED WITNESSES AS FOLLOWS:
 1.
    
    DEFINITIONS AND INTERPRETATION1.1
    
    DefinitionsIn this licence the following words and expressions have the following meanings:ACOPmeans the Approved Code of Practice as published by the Health and Safety Executive
in relation to the CDM RegulationsBuildingmeans the land and building now known as Richmond House Bracknell (formerly
known as Regents House) shown marked Regents House and edged blue within the area edged
red on the Site Plan as the same is registered at the Land Registry under Title Number
BK289836CAW Regulationsmeans the Control of Asbestos at Work Regulations 2006CDM Regulationsmeans the Construction (Design and Management) Regulations 2007Landlordmeans the party described as the Landlord in the Particulars and includes the
party in whom the reversion immediately expectant on the determination of the Term is for
the time being vestedLeasemeans the lease of the Premises described in the Particulars and includes all or
any deeds and documents made pursuant to or supplemental to that Lease whether or not
expressed to be soParticularsmeans the immediately preceding section of this licence headed Particulars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 the Planning and Compensation Act 1991 the Planning and
Compulsory Purchase Act 2004 and any other legislation relating to town and country
planning in force from time to timeSuretymeans the party described as the Surety in the Particulars and where the party is
an individual it includes his personal representativesTenantmeans the party described as the Tenant in the Particulars and includes its
successors in title and assignsTermmeans the term of years granted by the Lease and includes any continuation or
extension of the Term and any holding over whether by statute at common law or otherwiseUnit Trustmeans the Park One Unit Trust1.2
    
    Interpretation
 (a)
    
    The Particulars form part of this licence(b)
    
    The definitions contained in the Particulars have the meanings appearing
alongside them for the purposes of this licence
 1




---



##### 



(c)
    
    The expression tenant covenantshas the meaning given to it by the Landlord
and Tenant (Covenants) Act 1995(d)
    
    At any time when the Landlord the Tenant or the Surety comprises two or more
parties such expressions shall include all or either of any such parties and
obligations expressed or implied to be made by or with any of them shall be deemed to
be made by or with such parties jointly and severally(e)
    
    Any covenant in this licence by the Tenant not to do any act or thing shall
be deemed to include an obligation not to suffer such act or thing to be done and to
use its best endeavours to prevent such act or thing being done by another person(f)
    
    Clause and paragraph headings in and the front cover of this licence are for
reference purposes only and shall not be taken into account in the construction or
interpretation of this licence(g)
    
    References in this licence to any clause or paragraph without further
designation shall be construed as a reference to the clause or paragraph of this
licence so numbered(h)
    
    Any reference to a specific statute or statutory provision includes reference
to any statutory modification extension or re-enactment of such statute or statutory
provision and to any regulations orders bye-laws or other subordinate legislation made
under such statute or statutory provision from time to time(i)
    
    Words importing one gender include any other gender words importing the
singular import the plural and vice versa and any reference to a person includes a
reference to a company authority board department or other body
 2.
    
    SUPPLEMENTAL NATUREThis licence is supplemental to the Lease3.
    
    LICENCE TO MAKE ALTERATIONSIn consideration of the covenants on the part of the Tenant and the Surety contained in
this licence the Landlord at the request of the Surety hereby grants licence to the Tenant
to carry out the Works in accordance with the provisions of this licence4.
    
    TENANTS COVENANTSThe Tenant covenants with the Landlord:4.1
    
    before commencement of the Works:
 (a)
    
    at the expense of the Tenant to obtain all necessary permissions consents and
approvals for the carrying out of the Works under the Planning Acts and any other
applicable statute(s) and of and from any competent authorities and to deliver copies
of the same to the Landlord(b)
    
    to obtain the acknowledgement in writing of the Landlord that any such
permissions consents and approvals are acceptable to the Landlord (such
acknowledgement not to be unreasonably withheld or delayed)
 4.2
    
    promptly to give notice in writing to the Landlord of the commencement and completion of the
Works4.3
    
    promptly to give notice in writing to the insurers of the commencement of the Works and to
deliver a copy of such notice to the Landlord and to pay on demand any additional
 2




---



##### 



reasonable premium payable in consequence of the Works or their execution and to comply
with the requirements of the insurers4.4
    
    to comply with the terms and conditions from time to time laid down by the Institution of
Electrical Engineers and with the regulations of the electricity supply authority4.5
    
    to procure that the Works are undertaken by reputable contractors4.6
    
    to carry out and complete the Works:
 (a)
    
    in a good and workmanlike manner with good quality materials of their several
kinds(b)
    
    in compliance with all permissions consents and approvals required to be
obtained for the Works and in accordance with the Planning Acts and any other
applicable statute(s)(c)
    
    in accordance with the plan(s) and drawings(s) and specification annexed
hereto and(d)
    
    to the reasonable satisfaction of the Landlord who shall be given access for
inspecting the progress of the Works on reasonable prior notice to the Tenant during
normal office hours but not more than once every week(e)
    
    in compliance with the CDM Regulations the ACOP and the CAW Regulations
 4.7
    
    to take all necessary steps to carry out the Works without causing any annoyance disturbance
or nuisance to the Landlord or the owners or occupiers of any adjoining or neighbouring
premises4.8
    
    promptly at its own expense to make good or procure the making good of all damage to the
Premises and any adjoining or neighbouring premises arising out of the execution of the Works
to the reasonable satisfaction of the Landlord4.9
    
    if within twenty Business Days (or within such other period as is reasonable given the
nature of the works required) of the service of such a notice the Tenant shall not have
commenced and be proceeding diligently with the making good all breaches of covenants
contained in this licence of which written notice shall have been given by the Landlord or
shall have failed to complete the work within 40 Business Days (or within such longer period
as is reasonable given the nature of the works required) to permit the Landlord to enter the
Premises to execute such work as may be necessary to comply with the notice and to pay to the
Landlord the reasonable and proper cost of so doing and all reasonable proper expenses
incurred by the Landlord (including legal costs and surveyors fees) within 60 days of a
written demand4.10
    
    to complete the Works as quickly as possible and in any event within six months of the date
hereof4.11
    
    on the written request of the Landlord at the end or sooner determination of the Term or so
soon as the licence granted by clause 3 shall cease to have effect to reinstate the Premises
to the same state and condition as they were in before the execution of the Works such
reinstatement to be carried out at the sole cost of the Tenant in a good and workmanlike
manner with good quality materials of their several kinds to the reasonable satisfaction of
the Landlord4.12
    
    to indemnify and keep indemnified the Landlord against all actions claims demands charges
costs fees expenses and liability whatsoever arising out of the carrying out and completion
of the Works and any breach of the covenants contained in this licence or by reason of any act
or default of the Tenant or any person under its control
 3




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##### 



4.13
    
    to indemnify the Landlord against all liability for any tax levy charge or other fiscal
imposition of whatsoever nature including but not limited to penalties and interest on overdue
tax and penalties for failure to give appropriate notices and information for which the
Landlord shall be liable as a result of the execution of Works and shall on demand pay to the
Landlord the amount of the tax levy charge or fiscal imposition5.
    
    AGREEMENTS AND DECLARATIONSThe parties to this licence agree and declare that:5.1
    
    the licence granted by clause 3 is conditional on the Tenant complying with clause 4.15.2
    
    in the event of any breach of the covenants by the Tenant herein contained prior to the
completion of the Works then the licence granted by clause 3 shall cease to have effect but
without prejudice to any rights which shall have accrued to the Landlord against the Tenant5.3
    
    this licence shall not release or in any way lessen the liability of the Tenant and Surety to
the Landlord under the tenant covenants of the Lease or the liability of any other party to
the Landlord under those covenants which shall apply to the Premises in their altered state
after completion of the Works5.4
    
    any diminution in the rental value of the Premises caused by the Works or any part of them or
the obligations in this licence shall be disregarded for the purposes of any rent review under
the Lease5.5
    
    the right of re-entry contained in the Lease shall be exercisable as well on any breach of
any covenant in this licence as on the happening of any event which gives rise to such right
under the terms of the Lease5.6
    
    this licence is restricted to the particular alterations and Works hereby authorised and
shall not authorise any further or other variation from the covenants and conditions contained
in the Lease which shall otherwise remain in full force and effect5.7
    
    this licence and any approval instruction or supervision given or carried out hereunder are
granted given or carried out without any liability on the part of the Landlord or its
professional advisers or employees and imply no responsibility for the Works their design or
execution and in granting this licence no waiver variation or alteration (whether express or
implied) of any of the tenant covenants of the Lease is given or may be implied6.
    
    CONSENT OF SURETYThe Surety consents to the Tenant entering into this licence and agrees that the
obligations on the part of Surety contained in the Lease shall continue in full force and
effect whether or not the licence given by clause 3 shall be implemented and that such
obligations shall extend and apply to the tenant covenants of the Lease as varied by this
licence7.
    
    THE CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999A person who is not a party to this licence shall have no rights under the Contracts
(Rights of Third Parties) Act 1999 to enforce any of its terms8.
    
    LIMITATION OF LIABILITY8.1
    
    The Landlord is entering into this licence as trustee of the Unit Trust and as such any
liability on the part of the Landlord pursuant to this licence shall be limited to the net
assets held on trust from time to time for the Unit Trust which are in its possession or under
its control as trustee of the Unit Trust
 4




---



##### 



8.2
    
    Notwithstanding any other provision of this licence the Landlord shall have no obligation to
meet any claim or liability under this licence except to the extent that it can properly meet
the claim or liability out of the net assets from time to time of the Unit Trust8.3
    
    The Tenant acknowledges that the effect of clauses 8.1 and 8.2 above is that Landlord shall
have no recourse to any assets other than those assets from time to time comprising the trust
fund of the Unit Trust8.4
    
    The limitations in this clause 8.5 shall not apply in the case of fraud on the part of the
Landlord8.5
    
    The Tenant acknowledges that references to the Landlord in this licence are references to the
Landlord in its capacity as trustee of the Unit Trust and references to actions of the
Landlord are references to actions of the Landlord in its capacity as trustee of the Unit
Trust only and not to any corporate or other capacity
 IN WITNESS
 5




---



##### 



EXECUTED as a DEED by BEDELL CORPORATE
TRUSTEES LIMITEDa company
incorporated in Jersey in its capacity
as trustee of the Park One Unit Trust
acting by two directors or a director
and secretary who in accordance with
the laws of that territory are acting
under the authority of the company
    
    ))
)
)
)
)
 Director
    
    /s/ MPaulDirector/Secretary
    
    /s/ Paul Butent
 EXECUTED as a DEED by ATRIUM TRUSTEES
LIMITEDa company incorporated in
Jersey in its capacity as trustee of
the Park One Unit Trust acting by two
directors or a director and secretary
who in accordance with the laws of
that territory are acting under the
authority of the company
    
    ))
)
)
)
)
 Director
    
    /s/ Paul ButentDirector/Secretary
    
    /s/MPaul
 Signed as a deed (but not delivered until the date hereof) by
TOLLGRADE UK LIMITEDacting by a director and its secretary/two
directors:
    
    ))
)
 
 
 6




---



##### 



Signed as a deed (but not delivered until the date hereof) byTOLLGRADE COMMUNICATIONS INCacting by an authorised officer
    
    ))
)
   7




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##### 



Description of Tenants Fit out Works
 1.
    
    The installation of a security system including the following:1.1
    
    Access Control i.e. Card reader Panel1.2
    
    Card readers (approximately five) and associated hardware,
subject to final design & requirements1.3
    
    Interior motion sensors and/or glass-break sensors, as recommended and specified
byADT1.4
    
    Door contacts on perimeter doors (approximately six)1.5
    
    Closed Circuit Television (CCTV) System with digital recorder1.6
    
    CCTV cameras (approximately 7) on interior and exterior cameras as
recommended by ADT1.7
    
    Intercom station at main entrance door2.
    
    Alterations to the Large Comms Room as set out on the plans annexed3.
    
    The installation of air conditioning units in the basement parking area within the Car
Park (as defined in the Lease) together with the installation of all necessary piping
and wiring between floors of the Building connecting the air conditioning units to the
relevant apparatus comprised within the Premises and any other ancillary apparatus
used in connection with the installation of the air conditioning units4.
    
    The above and other alterations as further detailed in the Budget Costplan dated
08.10.07 and plans annexed referenced:
    
    2280/RH/00/DT01 Rev E
    
    2280/RH/00/EX, D/001
    
    2992/1 Rev A
    
    2280/RH/O/GA Rev D
    
    2280/RH/o/GA Rev D




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Tollgrade, Richmond House
    
    
    
    
    
    2286
    
    
    08.10.07Description
    
    Quant
    
    
    Unit
    
    
    Total1.00
    
    
    Design / C. D. M. / Approvals1.01
    
    
    Concept design
    
    
    
    
    
    inc
    
    £
    -1.02
    
    
    Detailed design
    
    
    1
    
    
    Item
    
    £
    1,282.501.03
    
    
    Services design
    
    
    1
    
    
    Item
    
    £
    472.501.04
    
    
    Landlord
approvals Provide full details of the proposed works to the Landlords for their comment and approval to the works.
    
    
    1
    
    
    Item
    
    £
    202.501.05
    
    
    Statutory approvals  Planning and building control fees
    
    
    1
    
    
    Item
    
    £
    877.501.06
    
    
    Structural Engineers fees
    
    
    
    
    
    exc
    
    £
    -1.07
    
    
    In line with the requirements of the Construction (Design & Management)
    
    
    1
    
    
    Item
    
    £
    877.50Regulations 2007 (CDM), a CDM Co-ordinator must be formally appointed to
co-ordinate the Health & Safety measures during planning and preparation
for the construction phase of the project. This role is in addition to the
responsibilities of the Principal Contractor, which we have allowed for below.Principal Contractor to fulfil the CDM Co-ordinators role in-line with the
Regulations including responsibility for:o Providing Health and Safety advice and assistance to the client on the
measures he needs to take to comply with the Regulations.o Identify and collect the pre-construction information.o Notification of the project details to the HSE.o Ensure
that the co-ordination of health and safety measures during planning and
preparation for the construction phase.o Provide to every person designing the structure and every contractor with the
pre-construction information.o Facilitating the: Co-operation and co-ordination between persons
concerned in the project and application of the general principles of prevention
during the design, planning, preparation and construction phases of a project.o Ensure designers comply with their duties under CDM.o Ensure co-operation between designers and the principal contractor in relation
to any design or change to a design.o Liaise
with the Principal Contractor regarding: The information which the
principal contractor needs to prepare the Construction Phase Plan; any design
development which may affect planning and management of the construction work and
the contents of the Health and Safety File.o Prepare, update and issue the Health & Safety File at project
completion to the Client.Totals
    
    
    
    
    
    
    
    
    
    £
    3,712.502.00
    
    
    Strip out and site preparations2.01
    
    
    To remove redundant partitioning and remove from site
    
    
    1
    
    
    item
    
    £
    1,552.50Totals
    
    
    
    
    
    
    
    
    
    £
    1,552.50




---



##### 



Tollgrade, Richmond House
    
    
    
    
    
    2286
    
    
    08.10.07Description
    
    Quant
    
    
    Unit
    
    
    Total3.00
    
    
    Suspended
ceilings3.01
    
    
    Removal of
the existing suspended ceiling tiles and grid for access to services, store in accordance with manufacturers instructions and replace once works
completed. This figure includes for local modification once old partitions have
been removed
    
    
    1
    
    
    item
    
    £
    843.75Totals
    
    
    
    
    
    
    
    
    
    £
    843.754.00
    
    
    Raised
access flooring4.01
    
    
    Uplift
existing raised floor as required to facilitate the power and data alteration / installation
    
    
    200
    
    
    Sqm
    
    £
    675 .004.02
    
    
    New computer raised access floor
    
    
    90
    
    
    Sqm
    
    £
    9,598.504.03
    
    
    Cut out for floor boxes
    
    
    37
    
    
    no
    
    £
    424.58Totals
    
    
    
    
    
    
    
    
    
    £
    10,698.085.00
    
    

Partitions and skirting5.01
    
    
    75mm full
height stud partitioning - 2700 high  Taped and Jointed Partition to be constructed using proprietary aluminium head channel section. 48mm vertical metal
studs and top and bottom channels mechanically fixed into raised floor and head
channel section. Partition to be faced either side with 12.5mm tapered edged
Gyproc wallboard with all joints to be taped and filled to receive decoration.
Includes for all necessary internal abutments, corners and three ways.
    
    
    10
    
    
    Lm
    
    £
    1,431.005.02
    
    
    To supply and install all angles and abutment
    
    
    1
    
    
    item
    
    £
    337.505.03
    
    
    Aluminium clip on skirting
    
    
    10
    
    
    Lm
    
    £
    162.00Totals
    
    
    
    
    
    
    
    
    
    £
    1,930.506.00
    
    
    Doors and
frames6.01
    
    
    Full height
Single doors with aluminium frames Solid core door as indicated on Door & Ironmongery schedule. The new doors are to be 2600mm high with a standard
width of 838mm and thickness of 44mm. The door veneer to be as finishes schedule.
The doors will be supplied complete with aluminium frames set into new partitions.
The aluminium frames will be colour coated as finishes schedule.
    
    
    1
    
    
    No.
    
    £
    978.75All doors will be supplied complete with ironmongery as finishes schedule to
include the following:1 No. Pair of lever handles1 No. Pair of roses1 No. Latch1 No. Floor mounted doorstop




---



##### 



Tollgrade, Richmond House
    
    
    
    
    
    2286
    
    
    08.10.07Description
    
    Quant
    
    
    Unit
    
    
    Total6.01
    
    
    Full height Double doors with aluminium frames
    
    
    
    
    
    exc
    
    £Solid core doors as indicated on Door & Ironmongery schedule. The new
doors are to be 2600mm high with a standard width of 838mm and
thickness of 44mm. The door veneer to be as finishes schedule.
The doors will be supplied complete with aluminium frames set into new
partitions. The aluminium frames will be colour coated as finishes
schedule.All doors will be supplied complete with ironmongery as finishes schedule
to include the following:1 No. Pair of lever handles1 No. Pair of roses1 No. Latch1 No. Floor mounted doorstop6.02
    
    
    Vision panels to doors - 1524 x 152 - 6mm Clear glass
    
    
    1
    
    
    No.
    
    £
    128.256.03
    
    
    Door closers  Silver Colour
    
    
    1
    
    
    No.
    
    £
    121.50Totals
    
    
    
    
    
    
    
    
    
    £
    1,228.50




---



##### 



Tollgrade, Richmond House
    
    
    
    
    
    2286
    
    
    08.10.07Description
    

Quant
    
    
    Unit
    
    
    Total7.00
    
    
    Operable
walls7.01
    
    
    No works required
    
    
    
    
    
    exc
    
    £
    Totals
    
    
    
    
    
    
    
    
    
    £
    8.00
    
    

Decorations8.01
    
    
    To apply 1 no mist coat and 2no coats of contract emulsion.
    
    
    1
    
    
    Psum
    
    £
    2,052.00Totals
    
    
    
    
    
    
    
    
    
    £
    2,052.009.00
    
    
    Flooring9.01
    
    
    To uplift existing carpet to floor area to afacilitate the installation of
    
    
    210
    
    
    Sqm
    
    £
    1,204.88floorboxes. Also to patch in ware partitions have been removed.9.02
    
    
    To supply and lay new 500x500 carpet tiles
directly stuck in accordance with manufacturers instructions. Feature carpet tile to meeting rooms. This will free
up enough existing material for cutting in around new floor box positions
    
    
    
    
    
    Exc
    
    £
    9.03
    
    
    Sheet vinyl 2m wide with welded seams and laid
in accordance with manufacturers instructions, having first supplied and fitted 6mm ply screwed down to raised
floor surface, including latexing over the Schluter edge trim to breakout area.
    
    
    20
    
    
    Sqm
    
    £
    1,350.00Totals
    
    
    
    
    
    
    
    
    
    £
    2,554.8810.00
    
    

Teapoint10.01
    
    
    Provisonal
Sum allowance to ensure the space is clean and functional. This is to include installation of existing Dishwasher.
    
    
    1
    
    
    item
    
    £
    877.50Totals
    
    
    
    
    
    
    
    
    
    £
    877.5011.00
    
    
    Besooke
joinery installations11.01
    
    
    No works required
    
    
    
    
    
    exc
    
    £
    Totals
    
    
    
    
    
    
    
    
    
    £
    12.00
    
    

Miscellaneous
    
    
    
    
    
    
    
    
    
    £
    12.01
    
    
    Builders works allowance for creating structural opening and
core drilling for services installation. All subject to structural engineers calculations and
approval
    
    
    1
    
    
    item
    
    £
    1,147.5012.02
    
    
    Corporate signage
    
    
    1
    
    
    Psum
    
    £
    1,080.0012.03
    
    
    Statutory signage
    
    
    1
    
    
    Psum
    
    £
    202.50Totals
    
    
    
    
    
    
    
    
    
    £
    2,430.00




---



##### 



Tollgrade, Richmond House
    
    
    
    
    
    2286
    
    08.10.07Description
    
    Quant
    
    Unit
    
    Total13.00
    
    
    Power distribution13.01
    
    
    Precomissioning inspection and condition survey report
    
    
    1
    
    
    item
    
    £
    648.0013.02
    
    
    Design based on following assumed criteria: -
    Sub-Let
    
    
    
    
    
    
    
    
    £
    -Area 690sq mtrs Lighting
15watts/m2 10,350watts Small Power 25watts/m2
17,250watts Mechanical Services 25watts/m2
17,250watts Comms Room: 62.5m2 Small Power
500watts/m2 31,250watts Additional Cooling
500watts/m2 31,250watts Total Anticipated Load
107,350 watts (156amps/phase)13.03
    
    
    Allow to isolate and remove redundant electrical
    
    
    1
    
    
    item
    
    £
    1,120.50outlets where partitioning removed &reconfigure
lighting.13.04
    
    
    For the purpose of this estimate it is assumed that any existing electrical services which are retained,
    
    
    1
    
    
    item
    
    £
    2,592.00are fully compliant with the requirements of The
Electricity at Works Regulations 1989 and BS7671: 2001 (amended) IEE regulations code of practice.To
provide 1no dedicated 100amp three phase supply c/w
16way distribution board & clean earth facility from
local electrical riser and terminated in Comms Room. To provide the
required MCBs to accommodate the required circuitry.13.05
    
    
    It would be
our intention to provide each workstation with 1 no floor box c/w 1no Dsso and facility for 1no
data plate (typically 4 way) and connected to the
existing underfloor power bar using proprietary
flyleads.
 Workstations 26no Boardroom 3no
 Meeting Room 2no
Informal Meeting 4no Photocopier 1 no
Miscellaneous 3no Single floor boxes c/w
 1 no DSSO and pre-punched data plate 39no
    
    
    1
    
    
    item
    
    £
    5,541.7513.06
    
    
    To supply
and install 11 no 13 amp fused unswitched sockets for access control, alarm, cctv and white
boards.
    
    
    1
    
    
    item
    
    £
    1,316.2513.07
    
    
    In addition to
the above we have allowed for the installation of further rower outlets. The
installation will comprise power outlets fixed within
new partitions/building fabric. Comms room 
1 no
single 25metre run of metal trunking in floor void
25no twin metalclad DSSO mounted in floor void wired
as individual 16amp radial circuits.
 Facilities x 1
no, Modify existing Dado trunking c/w 2no DSSO.
Mechanical Power requirements (Provisional) 2no 40amp
three phase supplies to Comms Room A/C units, 4 No
DSSOs for Build room and 250mm Basket try to comms
room.
    
    
    1
    
    
    item
    
    £
    9,817.20Totals
    
    
    
    
    
    
    
    
    
    £
    21,035.70




---



##### 



Tollgrade, Richmond House
    
    
    
    
    
    2286
    
    08.10.07Description
    
    Quant
    
    
    Unit
    
    Total14.00
    
    Lighting system14.01
    
    For the purpose of this estimate it is assumed that the existing lighting system
is retained in its entirety with no works whatsoever other than the Comms Room
where the existing lights will be resited in the grid to achieve a uniform layout
    
    
    1
    
    
    Item
    
    £
    324.0014.02
    
    Switching arrangements to the floor area is controlled via a Lighting Management
system generally using PIR devices to achieve energy savings in existing cellular
offices together with a central mainbank switch position.
For the purpose of this estimate it
is assumed that the existing lighting controls system is retained in its entirety
with no works whatsoever than the Comms Room where the existing switches will be
reconfigured to control the local lights
    
    
    1
    
    
    Item
    
    £
    472.5014.03
    
    For the purpose of this estimate it is assumed that the existing emergency
lighting system is retained in its entirety with no works whatsoever other than
the Comms Room where the existing emergency lights will be resited in the grid to
achieve a uniform layout. It is assumed that the base build system is fully
compliant with current legislation.
    
    
    1
    
    
    Item
    
    £
    378.0014.04
    
    Lighting control commissioning
    
    
    1
    
    
    Psum
    
    £
    2,025.00Totals
    
    
    
    
    
    
    
    £
    2,403.00




---



##### 



Tollgrade, Richmond House
    
    
    
    
    
    2286
    
    08.10.07Description
    
    Quant
    
    
    Unit
    
    Total15.00
    
    Fire detection systemThe existing system comprises a Gent
Vigilon analogue fully addressable
system. It would appear that record
information does not indicate the
system category for the floor area,
however our local inspection would
suggest that it is designed in
accordance with a P2 system. For the
purpose of this estimate it is assumed
that the existing is retained in its
entirety with no works whatsoever other
than the Comms Room where there may be
a need for an automatic
detector/sounder subject to
confirmation by the Clients own Risk
Assessment. The existing installation
will be modified in accordance with our
interpretation of the systems design
criteria as required by BS5839 Part 1
2002 and Building Control Regulation
B1.This section will remain subject to the
acceptance of the relevant interested
parties as listed below: -Building ControlFire OfficerClients contents insurers (underwriters)Property insurers (underwriters)Landlord15.01
    
    Install additional sounders
    
    
    1
    
    
    No
    
    £
    256.5015.02
    
    Install new smoke detectors
    
    
    2
    
    
    No
    
    £
    540.0015.03
    
    Test and commission fire alarm system
(included within segregation works)
    
    
    1
    
    
    Item
    
    £
    1,053.00Totals
    
    
    
    
    
    
    
    £
    1,849.50




---



##### 



Tollgrade, Richmond House
    
    
    
    
    
    2286
    
    08.10.07Description
    
    Quant
    
    
    Unit
    
    Total16.00
    
    Air conditioning and ventilation16.01
    
    We have calculated the sensible cooling load based on heat gains from
electrical/computer equipment, solar, lighting, people and transmission
through the building at the above design conditions
    
    
    
    
    
    
    
    £
    Server Room16.02
    
    To provide cooling only and based on the heat load density of 400 watt per
metre sq we have selected 2 no. Daikin FBQ100 + RZQ100 inverter controlled
above ceiling ducetd split air conditioning system. These systems have
nominal cooling capacity of 10.0 kw and a sendible cooling capacity of
8.63kw.
    
    
    1
    
    
    item
    
    £
    14,991.75Test Lab16.03
    
    2 No. Daikin FCQ140 + RZQ140 inverter controlled split air conditioning
system. Nominal colling 14.0kw (each)
    
    
    1
    
    
    item
    
    £
    13,486.504-Pipe Fancoil Modifications:16.05
    
    We propose to isolate the four 4-pipe fancoil units in the Comms Room area.
The water would be isolated at the valve sets and the four units drained
down.
    
    
    1
    
    
    item
    
    £
    1,648.3516.06
    
    Service existing
    
    
    
    
    
    exc
    
    £
    Totals
    
    
    
    
    
    
    
    £
    30,126.6017.00
    
    Data and telephone Cat 5E Option17.01
    
    Servey of existing equipment
    
    
    1
    
    
    item
    
    £
    1,134.0017.02
    
    Install structured cabling system to Cat5e standard, based on Four outlets
per workstation; allow 120 + 152no to lab/server room. Allowance included
for 2no RJ45;s within ceiling void for connection of Wireless devices,
Boardroom and 1 no Breakout areas. Test and certificate on completion
    
    
    272
    
    
    no
    
    £
    9,547.2017.03
    
    Supply and install 1no. Chatsworth patching Frame within the lab area
    
    
    1
    
    
    no
    
    £
    1,161.0017.04
    
    To Supply 100 par link to 16no cabinets within the lab area
    
    
    16
    
    
    no
    
    £
    5,076.0017.05
    
    To Supply 2m patching leads
    
    
    140
    
    
    no
    
    £
    340.2017.06
    
    To Supply 5m patching leads
    
    
    140
    
    
    no
    
    £
    642.60Totals
    
    
    
    
    
    
    
    £
    17,901.0018.00
    
    Access control18.01
    
    Allowance for new door entry system
    
    
    
    
    
    Excluded
    
    £
    Totals
    
    
    
    
    
    
    
    £
    19.00
    
    Relocation19.01
    
    Relocation cost for relocation of existing steelcase furniture and general
IT. Decommissioning to be carried out by Tollgrade personel.
    
    
    1
    
    
    item
    
    £
    12,825.0019.01
    
    Relocation cost for cooms room equipment. Decommissioning to be carried out
by Tollgrade personel.
    
    
    1
    
    
    item
    
    £
    6,264.00Totals
    
    
    
    
    
    
    
    £
    19,089.00




---



##### 



Tollgrade, Richmond House
    
    
    
    
    
    2286
    
    08.10.07Description
    
    Quant
    
    
    Unit
    
    Total20.00
    
    Preliminaries20.01
    
    Site supervision 
To provide site
supervision, co-ordination and
administration of the works
throughout the duration of the
contract.
    
    
    4
    
    
    Weeks
    
    £
    6,750.0020.02
    
    General labour
    
    
    1
    
    
    Weeks
    
    £
    648.0020.03
    
    Small tool and plant 
To provide
all necessary small tools, plant
and other equipment to execute
the works.
    
    
    4
    
    
    Weeks
    
    £
    270.0020.04
    
    Access staging 
To provide and
erect scaffolding and access
staging necessary to execute the
works.
    
    
    
    
    
    Exc
    
    £
    20.05
    
    Temporary power lighting and
water 
To provide temporary
services where necessary in order
to carry out the works. Care will
be taken so as not to interfere
with services elsewhere within
the building. Including O&M
manuals and earth bonding
    
    
    1
    
    
    item
    
    £
    1,957.5020.06
    
    Protection 
To provide all
materials to protect goods lift,
common lobbies and stairwells,
and toilet facilities for the
duration of the works. All
protection will be removed upon
completion of the works.
    
    
    120
    
    
    Sqm
    
    £
    121.5020.07
    
    Offloading and distribution of
materials 
To provide labour and
equipment for offloading of
materials and distribution to the
required areas.
    
    
    
    
    
    inc
    
    £
    20.08
    
    Site signage
    
    
    20
    
    
    Sqm
    
    £
    27.0020.09
    
    Health safety and welfare 
To
provide for statutory measures
necessary to ensure compliance
with enactments, regulations and
working rules with relation to
health, safety and welfare of
people at work.
    
    
    4
    
    
    Weeks
    
    £
    270.0020.10
    
    Rubbish removal 
To carry out
regular site clears in order to
ensure no build up of rubbish
that could constitute a fire or
health risk. Removal to be to an
approved waste site.
    
    
    2
    
    
    Weeks
    
    £
    432.0020.11
    
    Local authority applications
    
    
    
    
    
    Exc
    
    £
    20.12
    
    Communications  install land line
    
    
    2
    
    
    Weeks
    
    £
    81.0020.13
    
    General builders clean To carry
out thorough cleansing of the
site prior to Handover to client.
    
    
    600
    
    
    Sqm
    
    £
    1,782.00Totals
    
    
    
    
    
    
    
    £
    12,339.00




---



##### 



Tollgrade, Richmond House
    
    
    
    
    
    2286
    
    08.10.07Description
    
    Quant
    
    
    Unit
    
    TotalPROJECT SUMMARY1.00
    
    Design / C. D. M. / Approvals
    
    
    
    
    
    
    
    £
    3,712.502.00
    
    Strip out and site preparations
    
    
    
    
    
    
    
    £
    1,552.503.00
    
    Suspended ceilings
    
    
    
    
    
    
    
    £
    843.754.00
    
    Raised access flooring
    
    
    
    
    
    
    
    £
    10,698.085.00
    
    Partitions and skirting
    
    
    
    
    
    
    
    £
    1,930.506.00
    
    Doors and frames
    
    
    
    
    
    
    
    £
    1,228.507.00
    
    Operable walls
    
    
    
    
    
    
    
    £
    8.00
    
    Decorations
    
    
    
    
    
    
    
    £
    2,052.009.00
    
    Flooring
    
    
    
    
    
    
    
    £
    2,554.8810.00
    
    Teapoint
    
    
    
    
    
    
    
    £
    877.5011.00
    
    Bespoke joinery installations
    
    
    
    
    
    
    
    £
    12.00
    
    Miscellaneous
    
    
    
    
    
    
    
    £
    2,430.0013.00
    
    Power distribution
    
    
    
    
    
    
    
    £
    21,035.7014.00
    
    Lighting system
    
    
    
    
    
    
    
    £
    2,403.0015.00
    
    Fire detection system
    
    
    
    
    
    
    
    £
    1,849.5016.00
    
    Air conditioning and ventilation
    
    
    
    
    
    
    
    £
    30,126.6017.00
    
    Data and telephone installation
    
    
    
    
    
    
    
    £
    17,901.0018.00
    
    Access control / Security systems
    
    
    
    
    
    
    
    £
    19.00
    
    Relocation
    
    
    
    
    
    
    
    £
    19,089.0020.00
    
    Preliminaries
    
    
    
    
    
    
    
    £
    12,339.00Totals
    
    
    
    
    
    
    
    £
    132,624.00TERMS AND CONDITIONSThis quotation is exclusive of VAT at the relevant rateNo allowance has been allowed for any out of hours working. The
costplan is based on working Monday -Friday, 8.00am to 5.30pmWe have not allowed for any works outside of the site demise.We have not allowed for any water, gas or electric supplies required
for the carrying out of the fitting out works.Structural analysis, calculations and liability have been excludedAcoustic analysis, calculations and liability have been excluded.We have not included for any works not specified within our quotation.OPERATION AND MAINTENANCE MANUALS / AS-BUILT INFORMATION.We have not had sight of the Operation and Maintenance manuals and
any as-built information. Peter De silver is still required to send
to us for review.




---



##### 



Budget Costplan
 Revision
    
    FourClient name
    
    Tollqrade, Richmond HouseEN
    
    2286Site address
    
    Richmond House, BracknellDate
    
    08.10.07Drawings used
    
    GroundWeeks on site
    
    4Total square meterage
    
    670Sales
    
    Gary ChandlerPre-Contract Manager
    
    Michael PotterSite start
    
    tbaSite completion
    
    tba
 Page 1