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Exhibit 10.22    
    



	DATED	24th December
	1999






Cornhill Insurance PLC


-and-



Eyretel Limited




AGREEMENT
FOR UNDERLEASE 


-of- 


1st
and 2nd Floor, Kings Court,

Wings B & C, Kingston Road, Leatherhead, Surrey 




Cornhill Insurance PLC

57 Ladymead

Guildford

Surrey

GUI IDB

Tel: 01483 552511

Fax: 01483 552946 


1





 

THIS AGREEMENT is made the 24th day of December 1999 


BETWEEN:


	1
	Cornhill
Insurance Plc (Company Registration No. 84638) whose registered office is at 32 Cornhill London EC3V 3LJ (hereinafter called "the Landlord") and



	2
	Eyretel
Limited (Company Registration No 2563800) whose registered office is at 2 Horsham Gates North Street Horsham West Sussex (hereinafter called ("the Tenant") 




1    DEFINITIONS AND INTERPRETATION  


In
this agreement, the expressions defined in this Clause 1 have the meanings given. 


1.1    'The Completion Date'  


'The
Completion Date' means 24th December 1999. 


1.2    'The Superior Lease'  



'The
Superior Lease' means the Lease dated 5th May 1999 and made between the Landlord and Norwich Union Life and Pensions Limited where the premises described in Schedule 1
were demised to the Landlord from 25th Day of March 1999 for a term of 25 years. 


1.3    'The Superior Landlord'  


'The
Superior Landlord' means Norwich Union Life and Pensions Limited. 



1.4    Gender And Number  


Words
importing one gender are to be construed as importing any other gender; words importing the singular are to be construed as importing the plural and vice versa. 


1.5    Headings  


The
clause, paragraph and schedule headings do not form part of this agreement and are not to be taken into account in its construction or interpretation. 



1.6    Interpretation of 'the Landlord'  


'The
Landlord' includes the Landlord's successors in title to the Premises, and any other person who is at any time entitled to the reversion immediately expectant on the term agreed to be granted by
this agreement. 


1.7    Joint and several obligations  


Where
any party comprises two or more persons, the obligations and liabilities of that party under this agreement are to be joint and several obligations and liabilities of those persons. 



1.8    'The Lease'  


'The
Lease' means a lease of the Premises for a term of twenty five years (less five working days) from 25th March 1999 granted in consideration of an initial rent of
£417,075 (Four Hundred and Seventeen Thousand and Seventy Five pounds) per year exclusive of VAT, in the form of the draft lease annexed and initialled by or on behalf of the parties
hereto. 


2





 

1.9    'The Premises'  


'The
Premises' means the land and premises shown edged red on the plan annexed hereto which are particularly described in Schedule 1, being the land and premises comprised in title number
[SY686893] 



1.10    'Bank Guarantee'  


The
'Bank Guarantee' means a bank guarantee to be given to the Landlord as security for rent payable under the terms of the Lease by H.S.B.C Bank PLC in the form of the draft annexed. 


1.11    References to clauses, paragraphs and schedules  


References
in this agreement to any clause, subclause, paragraph, subparagraph or schedule without further designation are to be construed as references to the clause, subclause, paragraph,
subparagraph or schedule of this agreement so numbered. 


1.12    'The Rent Commencement Date'  


1.12.1    'The
Rent Commencement Date' means 1st August 2000. 


2.    GRANT AND COMPLETION  



2.1    Grant  


The
Landlord must grant the Lease, and the Tenant must execute a counterpart of the Lease. 


2.2    Preparation of documents  


The
Lease and the counterpart are to be prepared by the Landlord's solicitors and an engrossment of the counterpart must be delivered to the offices of the Tenant's solicitors at least one day before
the Completion Date. 


2.3    Completion  


The
Lease must be completed on the Completion Date at the offices of the Landlord's solicitors or at any other place they reasonably require. 


2.4    Notice to complete  


At
any time on or after the Completion Date either the Landlord or the Tenant being ready able and willing able to complete the Lease and perform their other obligations under this agreement may
invoke the provisions of clause 2.5 by notice to the other, in the case to the Landlord to the Tenants and in the case of the Tenant to the Landlord ("a notice to complete") but Without
Prejudice to any other available right or remedy. 


2.5    Completion on notice  


The
Lease must be completed within 3 working days after service of a notice to complete and the parties must complete and the parties must perform their other obligations under this agreement. 



3.1.1    VACANT POSSESSION AND RENT  


3.1    Vacant possession  


Vacant
possession of the Premises is to be given to the Tenant on completion of the Lease but the Tenant may not make any objection to, and is not to be allowed any compensation in respect of, the
presence on the Premises of any chattels in or about the Premises at the date of this agreement. 


3





 

3.2    Rent  


        If the Lease is completed, rent is to be payable in accordance with the terms of the Lease with effect from the Rent Commencement Date. 


4.    DAMAGE TO THE PREMISES  


        No damage to or destruction of the Premises or any part of them or the means of access to them occurring after the date of this agreement, however occasioned, is
to affect the obligations of the parties under this agreement in any way. 


5.    TITLE  


5.1    Deduction of title  


The
Landlord has supplied the Tenant with office copies of the entries on the register and filed plan of Title Number SY823261 which is the Superior Landlord's title and has supplied the Tenant with a
copy of the original lease from the Superior Landlord to the Landlord. The Landlord has also supplied the Tenant with a certified copy of the Superior Lease. 



5.2    Terms of the Superior Lease and Draft Lease  


The
Tenant or his solicitors having been supplied with a copy of the Superior Lease and Draft Lease, the Tenant has entered into this agreement with notice of their terms and conditions and may not
raise any objection, requisition or enquiry in respect of them. 


5.3    The subjections  


The
premises are to be demised subject to any matters set out or referred to in schedule 2 and the Tenant or his solicitors having been supplied with sufficient information as the Landlord has
concerning those matters The Tenant has entered into this agreement with notice of them and may not raise any objection, requisition or enquiry in respect of them. 


5.4    Notice of state and condition  


The
Tenant has entered into this agreement with notice of the actual state and condition of the Premises, and the Tenant must take the Premises as they are. 



6.    RESTRICTIONS  


	6.1
	Definition of 'the Restrictions'  



In this clause, references to 'restrictions' are references to all matters affecting the Premises or their use registered or capable of registration as local land charges, and
all notices, charges, orders, resolutions, demands, proposals, requirements, restrictions, agreements, directions or other matters affecting the Premises or their use, served or made by a local or
other competent authority, or otherwise arising under a statute or a regulation or order made under a statute. 


6.2    Demise subject to the Restrictions  


The
Premises are to be demised subject to any restrictions in existence at the date of this agreement or arising at any later date. 


4





 


6.3    Warranties excluded  


No
representation is made or warranty given by the Landlord as to whether or not any restrictions exist, or as to the permitted use of the Premises for planning purposes, or as to whether in other
respects the Premises comply with any restrictions. 


6.4    Obligations and indemnity  


The
Tenant acknowledges that its obligations under this agreement and the Lease are not to be affected or lessened in any way by the fact that any restrictions may now or subsequently exist, or by any
non-compliance with any restrictions, and, to the extent that compliance with it would be the Tenant's responsibility under the Lease, the Tenant must indemnify the Landlord in respect of
any liability under any requirement of a local or other competent authority in relation to the Premises whether made before or after the date of this agreement. 


7    MISREPRESENTATIONS  


7.1    No authorised representations  


Except
as provided in clause 7.2, no agent, adviser or other person acting for the Landlord has at any time been authorised by the Landlord to make to the Tenant, or to any agent, adviser or
other person acting for the Tenant, any representation whatsoever, whether written, oral or implied, in relation to the Premises or to any matter contained or referred to in this agreement. 


7.2    Preliminary enquiries  


Any
written statement made by the Landlord's solicitors to the Tenant's solicitors before the making of this agreement in reply to a written enquiry made by the Tenant's solicitors was made with the
authority of the Landlord. 



7.3    Immaterial errors  


No
immaterial error, omission or misstatement in this agreement, or in any plan referred to in this agreement, or in any statement made by any person before the making of this agreement, is in any way
to affect the obligations of the parties under this agreement or entitle any party to damages or compensation. 


8.    ASSIGNMENT OF BENEFIT PROHIBITED  



The
Tenant must not assign, sublet, charge or otherwise deal with all or part of the benefit of this agreement, and the Landlord need not grant the Lease to any person other that the Tenant. 


9.    POSSESSION  


9.1    Executory agreement  



This
agreement is an executory agreement only, and is not to operate or be deemed to operate as a demise of the Premises. 


9.2    Occupation prior to completion  


The
Tenant shall have licence and authority to enter upon the Premises from the date hereof subject to the Tenant observing and performing the obligations on its part contained in the underlease.
Until the Completion Date the Tenant will occupy the Premises as Licensee only and no relationship of Landlord and Tenant will be created. 


5





 

10    NOTICES  


10.1    Form and service  


Any
notice or other communication given or made in accordance with this agreement must be in writing and may, in addition to any other effective mode of service, be sent by registered or recorded
delivery to the relevant party either at the address of that party shown on the first page of this agreement or at any other address from time to time notified to the other party as being an address
for service for the purposes of this agreement. 


10.2    Service on solicitors  


Any
notice or other communication given by or to any party in accordance with this agreement may be given by or to that party's solicitors. 



11    LANDLORD'S SOLICITORS' COSTS  


On
completion of the Lease the Tenant must pay one half of the reasonable and proper fees, disbursements and incidental expenses of the Superior Landlord's solicitors, including VAT, for negotiating
and preparing the Licence to underletting. The Tenant is also to be responsible for any stamp duty or any counterpart documents entered into pursuant to this agreement. 


12    DEPOSIT OF LAND CERTIFICATE  


The
Landlord must as soon as practicable after the date of this agreement place the land certificate of Title Number SY686893 on deposit at HM Land Registry to enable notice of this agreement and, if
the Lease is completed, notice of the Lease, to be entered on the register and to facilitate substantive registration of the Lease and must notify the Tenant's solicitors of the deposit number. 


13    MERGER EXCLUDED  


To
the extent that they remain to be observed and performed, all the provisions of this agreement are to continue in full force and effect notwithstanding completion of this agreement. 



14    FITTING OUT COSTS  


The
Landlord will pay to the Tenant within 14 days of completion £15,000 + VAT towards the Tenants costs of fitting out the Premises for occupation. The said
£15,000 is in respect of conventional 3 compartmentel floor boxes. 


15    BANK GUARANTEE  


	15.1
	Eyretel
are a relatively new company and do not have sufficient financial records to show Cornhill that they will be able to meet the rents payable under the provisions of the Lease.



	15.2
	In
consideration of Cornhill entering into this Agreement Eyretel agrees and undertakes to Cornhill that it shall on or before the grant of the Lease procure that Cornhill shall
receive the benefit of a guarantee to be provided to it by HSBC Plc in the form of the agreed draft annexed hereto (the "Guarantee").



	15.3
	Cornhill
has agreed to accept the Guarantee as security for payment of Rents becoming due under the Lease. 


6





 
	15.4
	The
Guarantee shall continue in full force and effect for the period specified therein or until earlier termination as follows:-



	15.4.1
	If
at any time during the continuance of the Guarantee Eyretel provides to Cornhill an alternative guarantee provided by another London Clearing Bank or other financial institution
of equivalent standing and for no lesser amount and on no less favourable terms than those contained in the Guarantee then Cornhill shall upon receipt of such substitute guarantee release the
Guarantee.



	15.4.2
	The
provisions of Clause 15.4.1 shall continue to apply throughout the Term (or until the requirement for a rental guarantee shall cease in accordance with the provisions of
clause 15.4.3 hereof) to any substitute guarantee that shall have been accepted by Cornhill in place of the Guarantee.



	15.4.3
	The
Guarantee (or any substitute guarantee provided under the provisions of Clause 15.4.1 or 15.4.2) shall terminate and be released by Cornhill upon the earlier to occur of
the following:-



	15.4.3.1
	seven
days after Eyretel shall have delivered up to Cornhill vacant possession of the Premises following the expiration of the Term and the payment of all rent due thereunder and
the fulfilment of any enforceable obligation of Eyretel under the Lease as to reinstatement of the Premises upon such expiration; or



	15.4.3.2
	the
quarterly date for the payment of rent due under the Lease ("the Rents") next after Eyretel shall have produced and delivered to Cornhill duly audited accounts without
qualification to the auditor's certificate thereon and being accounts prepared on the historical cost convention which show that in each of the two preceding consecutive years of account of the
consolidated position of the Eyretel Group of companies



	i)
	the
profits of the Eyretel Group of companies before tax have exceeded three times the annual amount of the yearly Rent in respect of the year of the Term current at such
quarterly date and



	ii)
	the
net asset value of the Eyretel Group of companies shall have exceeded five times the annual amount of the yearly Rent in respect of the year of the Term current at
such quarterly date; or






	15.4.3.3
	As
soon as any of the criteria detailed in sub clauses 15.4.3.1 or 15.4.3.2 or have occurred Cornhill shall notify HSBC Bank Plc within 30 days confirming that the
Guarantee should be cancelled forthwith.






	15.5
	For
the purposes of this Clause 15 the terms:- 









	 	"Cornhill"	shall include any successors in title to the reversion immediately expectant upon determination of the Lease;
	

 	

"Eyretel"	

shall include any successors in title or assigns of the residue of the Lease;
	

 	

"Lease"	

shall mean the term of years granted or to be granted by the Lease;
	

 	

"Rents"	

shall have the meaning given to it in the Lease.





16    SIGNAGE RIGHTS  


The
Landlord will do nothing to frustrate the Tenants negotiations with the Superior Landlord for signage and naming rights of the building in which the Premises is situated and for the avoidance of
doubt does not object to the Tenant negotiating directly with the Superior Landlord. 


7





 

17    ASSIGNMENT OF HEAD LEASE  


The
Landlord agrees to assign and the Tenant agrees to take an Assignment of the Head Lease at nil premium. The Assignment will only take place with the Superior Landlords consent. Provided the
Superior Landlords consent is forthcoming the Landlord and Tenant must complete the said Assignment as soon is reasonably practicable after obtaining the said consent. 


18    WARRANTIES  


The
Landlord shall on completion of the Lease hand over to the Tenant the Deeds of Warranty as listed in schedule three hereto together with completed assignments relating to each of such warranties
such assignments to be in the form of the drafts annexed hereto. 



19    DEED OF VARIATION  


On
or before the date of Completion the Landlord will hand to the Tenant the form of the agreed Deed of Variation in the form of the draft annexed hereto made between Norwich Union Life and Pensions
Limited (1) and the Landlord (2) which for the avoidance of doubt is hereby approved by the Tenant. 


20    DEFECTS LIABILITY PERIOD  


        The Landlord shall at its own cost use its reasonable endeavours to enforce or procure the Superior Landlord enforces the defects liability provisions in the
Building Contract dated [                                  ] made between
[                                      ] in relation to the
Premises.
 


 
 

SCHEDULE 1: THE PREMISES    
    


        1st and 2nd Floors (Wings B & C) of 41, 43 and 51 Kingston Road (also know as Kings Court) Leatherhead, Surrey KT22 7SZ. Which
premises are for the purposes of identification only shown edged red on the second and third plans of the Superior Lease. 


8






 
 
 

SCHEDULE 2: THE SUBJECTIONS    
    


NONE



 
 

SCHEDULE 3    
    



	Date
 
	 	Document
	 	Parties

	7th May 1999	 	Warranty Agreement	 	Hill Leigh (Timber Products) Limited (1) C H Pearce Construction Limited (2) Cornhill Insurance PLC (3)
	7th May 1999	 	Warranty Agreement	 	C H Pearce Construction Limited (1) Cornhill Insurance PLC (2) Crest Nicholson Plc (3)
	7th May 1999	 	Warranty Agreement	 	City Lifts Limited (1) C H Pearce Construction Limited (2) Cornhill Insurance PLC (3)
	7th May 1999	 	Warranty Agreement	 	Modern Engineering (Bristol) Limited (1) C H Pearce Construction Limited (2) Cornhill Insurance PLC (3)
	7th May 1999	 	Warranty Agreement	 	Aluminium Sashes Limited (1) C H Pearce Construction Limited (2) Cornhill Insurance PLC (3)
	7th May 1999	 	Warranty Agreement	 	Built Environment Engineering Limited (1) C H Pearce Construction Limited (2) Cornhill Insurance PLC (3)
	7th May 1999	 	Warranty Agreement	 	Johnson Poole and Bloomer (1) Cornhill Insurance PLC (2)
	7th May 1999	 	Warranty Agreement	 	Broadway Malyan Limited (1) Cornhill Insurance PLC (2)
	7th May 1999	 	Warranty Agreement	 	Fuller & Partners (1) Cornhill Insurance PLC (2)
	7th May 1999	 	Warranty Agreement	 	Bunyan Meyer & Partners Limited (1) Cornhill Insurance PLC (2)
	7th May 1999	 	Warranty Agreement	 	A P Health & Safety Management (1) Cornhill Insurance PLC (2)
	7th May 1999	 	Warranty Agreement	 	A L Currie & Brown (1) Cornhill Insurance PLC (2)
	11th May 1999	 	Warranty Agreement	 	Durabella Limited (1) C H Pearce Construction Limited (2) Cornhill Insurance PLC (3)





In
Witness whereof the Parties have set their hand on the day and year first written above 


Executed
as a Deed by
 Cornhill Insurance Plc

By it's Duly Authorised

Officers 



	(i)
	Director



	(ii)
	Secretary







Executed
as a Deed by
 Eyretel Limited

by it's Duly Authorised

Officers 



	(i)
	Director                /s/
[ILLEGIBLE]



	(ii)
	Secretary                /s/
[ILLEGIBLE] 



9





 






	DATED	 	1999
	 	
	 




Cornhill Insurance PLC(1)


-and-



Eyretel Limited(2)




UNDERLEASE



-of- 


1st &
2nd Floors Wings B & C

Kings Court Leatherhead Surrey 




Cornhill Insurance PLC

57 Ladymead

Guildford

Surrey GU 1 1 DB 


Tel:
01483 552033

Fax: 01483 552946 


Ref:
AB. 


10





 

THIS LEASE is made the      day of                  One thousand nine hundred and
ninety-nine 


BETWEEN:


	1
	CORNHILL INSURANCE PLC (Company registration number 84638) whose registered office is at 32 Cornhill, London, EC3V 3LJ (hereinafter
called "the Landlord")



	2
	EYRETEL LIMITED (Company registration number 2563800) whose registered office is at Horsham Gates, North Street, Horsham, West Sussex
(hereinafter called "the Tenant") 



NOW THIS DEED WITNESSES as follows: 


	1
	DEFINITIONS AND INTERPRETATION



	1.1
	IN
this Lease unless the context otherwise requires the following expressions have the following meanings:-



	1.1.1
	"Action of the Tenant" means any act omission or default of the Tenant or any undertenant or licensee or any other person under its
or their control



	1.1.2
	"Adjoining Land" means any land and/or buildings adjoining or neighbouring the Building



	1.1.3
	"Acceptable Assignee" means a person resident in England or company incorporated and registered in England whose average profits
before tax for each of its three complete financial years immediately proceeding the date on which application for licence to assign is made is not less than the aggregate of the First Rent payable on
such date multiplied by 3



	1.1.4
	"Authorised Guarantee Agreement" means an agreement whereby the Tenant guarantees the performance by an assignee from the Tenant of
the Tenant's covenants in this Lease in the terms set out in the Seventh Schedule of this Lease subject to such amendments as may be required by law from time to time (but only for such period as the
assignee is the Tenant under this Lease) and otherwise in accordance with Section 16 of the Landlord and Tenant (Covenants) Act 1995



	1.1.5
	"Base Rate" means the base rate of National Westminster Bank PLC or some other London clearing bank being a member of the Committee
of London and Scottish bankers nominated in writing by the Landlord from time to time but if the rate shall cease to be quoted the Base Rate shall be such reasonably equivalent rate of interest as may
be determined by the Landlord.



	1.1.6
	"the Building" means the building of which the Demised Premises forms part and refers to each and every part of the Building and the
car park service or loading area service road and any other areas the use and enjoyment of which is appurtenant to the Building whether or not within the structure of the Building which for the
purposes of identification is shown edged red on the marked "1" Plan.



	1.1.7
	"Clean Up Costs" means costs and liabilities arising as a result of or in connection with the presence in on or under the Demised
Premises of Waste and/or Hazardous Substances including any relating to the cleaning or removal of any substance whose presence has materialised during the Term



	1.1.8
	"the Code" means the Code of Measuring Practice of the Royal Institution of Chartered Surveyors and the Incorporated Society of
Valuers and Auctioneers (Fourth Edition)



	1.1.9
	"Common Parts" means those parts of the Building to be used in common by the Tenant other tenants and occupiers of the Building the
Landlord and those properly authorised or permitted to do so or by any of them and Common Parts includes (but without limitation) the atrium and entrance hall corridors lobbies staircases lavatories
accessways passages lifts 





11





 


courtyards
external pervious car park ramp service areas landscaped areas and other such amenities but excludes any such parts as may be within the Demised premises 



	1.1.10
	"Conduits" means all sewers drains pipes gullies gutters ducts mains watercourses channels subways wires cables conduits flues and
other conducting media of whatsoever nature



	1.1.11
	"Demised Premises" means the premises on the 1st and 2nd floors of wings B and C of the Building and for the purpose of
identification only shown edged red on the Plan marked "2" and the Plan marked "3" and includes:-



	1.1.23
	"Legislation" means any statutes and laws (whether of Parliament the European Community or otherwise) which have effect or are in
force from time to time and all subordinate legislation orders rules regulations and byelaws arising therefrom or made pursuant thereto



	1.1.24
	"Lettable Areas" means those parts of the Building leased or intended to be leased to occupational tenants



	1.1.25
	"Net Internal Area" means net internal area as defined in the Code



	1.1.26
	"Parking Areas" means the car parking areas from time to time allocated to the Tenant pursuant to paragraph 4 of the First
Schedule



	1.1.27
	"Permitted Part" means an underletting of part of the Demised Premises provided that no more than two occupiers per floor may occupy
at any one time and a Permitted Part can never be less than 2000 sq. ft of net internal area



	1.1.28
	"the Permitted Use" means the use of the Demised Premises permitted by clause 3.17 of this Lease



	1.1.29
	"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 and the Planning and Compensation Act 1991 and any subsequent legislation of a similar nature regulating the development, use, safety and control of property



	1.1.30
	"Prescribed Rate" means the rate of four per centum (4%) per annum above the Base Rate



	1.1.31
	"Rent Commencement Date" means the [        ] day of [                  ]
[    ]



	1.1.32
	"Rents" means all the rents reserved by and payable pursuant to clauses 2 and 3



	1.1.33
	"Retained Parts" means all parts of the Building which do not comprise Lettable Areas including but not limited to:-



	(a)
	the
external walls exterior cladding panels roofs foundations and main structure of the Building and the expression "main structure" shall include without prejudice to the generality
thereof (i) all structural or loadbearing internal walls beams columns partitions ceilings and floors and (ii) all walls separating the Demised Premises or the other Lettable Areas in
the Building from any other part of the Building



	(b)
	the
Common Parts



	(c)
	any
part of the Building reserved by the Landlord for the housing of plant machinery and equipment or otherwise in connection with or required for the provision of services



	(d)
	all
Conduits in upon over or under or exclusively serving the Building except any that form part of the Lettable Areas and exclusively serve the same



	(e)
	all
party structures boundary walls railings and fences and all exterior parts of the Building and all car parking areas reserved for the Building 






12





 



	1.1.34
	"Review Date" means the [    ] day of [    ] in the years 2004,
2009, 2014 and 2019 (being the fifth tenth fifteenth and twentieth anniversaries) of the Term Commencement Date and "Relevant Review Date" shall be construed accordingly



	1.1.35
	"Risks" means the risks of firestorm 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 bursting or overflowing of water tanks apparatus or pipes and heave and subsidence



	1.1.36
	"Second Plan" means the plan annexed to this Lease and marked "2"



	1.1.37
	"Service Charge" means the sums payable to the Landlord pursuant to clause 7



	1.1.38
	"Superior Landlord" means the person for the time being entitled to the reversion immediately expectant on the expiry of the term of
the Superior Lease



	1.1.39
	"Superior Lease" means a lease dated 5th May 1999 made between Norwich Union Life and Pensions Limited
(1) and the Landlord (2)



	1.1.40
	"Surveyor" means a professionally qualified person appointed by the Landlord (including an employee of the Landlord or a Group
Company) and the person appointed by the Landlord to collect the Rents to perform the function of a surveyor and/or accountant for any purpose of this Lease but does not include the Independent
Surveyor defined in the Third Schedule



	1.1.41
	"Term" means the term of years granted by this Lease and the period of any holding over or any extension or continuation whether by
statute common law or otherwise



	1.1.42
	"the Term Commencement Date" means the 25th day of March 1999



	1.1.43
	"Termination of the Term" means the expiration or sooner determination of the Term



	1.1.44
	"Third Plan" means the plan annexed to this Lease and marked "3"



	1.1.45
	"Utilities" means water oil steam air electricity radio television telephone telegraphic and other telecommunications and other
services and supplies of whatsoever nature



	1.1.46
	"Value Added Tax" means Value Added Tax and/or any tax of a similar nature that may be substituted for it or charged or levied
instead of or in addition to it



	1.1.47
	"Waste" means controlled waste as defined in Section 75 of the Environmental Protection Act 1990 or special waste as defined
in Section 17 of the Control of Pollution Act 1974 and Section 62 of the Environmental Protection Act 1990






	1.2
	UNLESS
there is something in the subject or context inconsistent therewith:-



	1.2.1
	The
Landlord includes any other person for the time being entitled to the reversion immediately expectant upon the determination of the Term



	1.2.2
	The
Tenant (without prejudice to the application and operation of Section 79 of the Law of Property act 1925) includes the successors in title of the Tenant and those
deriving titles under the Tenant and in the case of an individual includes his personal representatives



	1.2.3
	Where
two or more persons are included in the expression "the Tenant" or "the Guarantor" the covenants which are expressed to be made by the Tenant or the Guarantor shall be deemed
to be made by such persons jointly and severally



	1.2.4
	Words
importing persons shall include firms companies and corporations and vice versa 





13





 



	1.2.5
	Any
covenant by the Tenant not to do any act or thing shall include an obligation not to permit or suffer such act or thing to be done



	1.2.6
	To
be effective any consent approval or licence of the Landlord required by or to be given pursuant to this Lease must be in writing signed by or on behalf of the Landlord



	1.2.7
	Any
reference to a statute (whether specifically named or not) shall include any amendment or re-enactment of such statute for the time being in force and all
instruments orders notices regulations directions bye-laws permissions and plans for the time being made issued or given thereunder or deriving validity therefrom



	1.2.8
	References
to "the Demised Premises" in the absence of any provision to the contrary includes any part thereof



	1.2.9
	The
titles or headings appearing in this Lease are for reference only and shall not affect its construction



	1.2.10
	Any
reference to a clause paragraph or schedule shall mean a clause paragraph or schedule of this Lease






	2
	DEMISE AND RENTS



In
consideration of the rents and covenants hereinafter reserved and contained and on the part of the Tenant to be paid and performed the Landlord HEREBY DEMISES unto the Tenant the Demised Premises
TOGETHER WITH the rights and easements specified in the First Schedule EXCEPT AND RESERVING the rights and easements as specified in the Second Schedule and SUBJECT TO all rights easements quasi
easements privileges covenants restrictions and stipulations of whatsoever nature affecting the Demised Premises including the matters contained or referred to in the deeds and documents listed in the
sixth Schedule TO HOLD the Demised Premises unto the Tenant for a term of 25 YEARS (less five working days) from and including the Term Commencement Date YIELDING AND PAYING unto the Landlord during
the Term the following rents namely:- 


	2.1
	Yearly
and proportionately for any fraction of a year from the Rent commencement Date the rent of FOUR HUNDRED AND SEVENTEEN THOUSAND AND SEVENTY FIVE POUNDS (£417,075)
and from and including each Review Date such yearly rent as shall become payable under and in accordance with the provisions of the Third Schedule in each case to be paid (by banker's standing order
unless the Landlord states otherwise in writing) by equal quarterly payments in advance on the four usual quarter days in every year the first payment being a proportionate sum in respect of the
period from and including the Rent Commencement Date to the quarter day following the Rent Commencement Date to be made on the Rent Commencement Date



	2.2
	From
the date hereof a due proportion (to be reasonably determined by the Landlord or the Surveyor) of all sums which the Landlord from time to time pays for insuring the Building
against the Insured Risks pursuant to clauses 5.1.1 and 5.1.3 and the whole of the sums which the Landlord from time to time pays for insuring against loss of First Rent and the Service Charge
pursuant to clause 5.1.2 including costs incidental thereto such as valuations of the Building for insurance purposes at such intervals as the Landlord may consider appropriate (but not more
than once in any three year period) and any amounts which may be deducted or disallowed by the insurers pursuant to any excess or similar provisions the first of such sums to be due and paid on the
date hereof and thereafter to be paid within 15 working days of demand



	2.3
	From
the date hereof the Service Charge to paid within 15 working days of demand in accordance with clause 7 



14





 



	2.4
	From
the date hereof Value Added Tax on any of the foregoing rents to be paid within 15 working days of demand



	2.5
	From
the date hereof interest on any of the foregoing rents such additional rent to be paid within 15 working days on written demand payable pursuant to clause 3.2






	3
	TENANT'S COVENANTS




        THE
Tenant HEREBY COVENANTS with the Landlord as follows:- 



	3.1
	Rents



To
pay the Rents reserved at the times and in the manner aforesaid without any deduction set-off or counterclaim whatsoever 



	3.2
	Interest on Arrears





Without
prejudice to any other right remedy or power herein contained or otherwise available to the Landlord if any of the Rents (whether formally demanded or not) or any other sum of money payable to
the Landlord by the Tenant under this Lease shall remain unpaid for more than 7 days after the date when payment was due to pay interest thereon at the Prescribed Rate from and including the
date when payment was due to the date of payment to the Landlord (both before and after any judgement) Provided That if the Landlord declines to accept any Rent so as not to waive any existing breach
or alleged breach of covenant to pay interest thereon at the Prescribed Rate from and including the date on which payment of such Rent was due to the date when payment is accepted by the Landlord 



	3.3
	Outgoings



	3.3.1
	To
pay and indemnify the Landlord against all existing and future rates taxes duties charges assessments impositions and outgoings whatsoever (whether parliamentary parochial local
or of any other description and whether or not of a capital or non-recurring nature or of a wholly novel character) which now are or may at any time during the Term be charged levied
assessed or imposed upon or payable in respect of the Demised Premises or upon the owner or occupier of them (excluding any tax payable by the Landlord in respect of the Rents reserved hereby (save
for any Value Added Tax incurred thereon) or occasioned by any disposition of or dealing with the reversion of this Lease) and in the absence of a direct assessment on the Demised Premises to pay to
the Landlord a fair proportion (to be reasonably determined by the Surveyor) of any such outgoings



	3.3.2
	To
pay or (if the services hereinafter mentioned shall have been supplied by the Landlord) reimburse to the Landlord on demand all charges for electricity gas and water consumed in
the Demised Premises including any connection and hiring charges and meter rents and to perform and observe all present and future regulations and requirements of all authorities companies and boards
relating to Utilities on or to the Demised Premises






	3.4
	Repairs





To
repair and keep in good and substantial repair and condition the Demised Premises and (so far as may be necessary to fulfil this obligation) to rebuild reinstate or renew (so far as consistent with
the obligation to repair) any part or parts of the Demised Premises and the Landlord's fixtures and fittings (damage by the Insured Risks excepted unless payment of any insurance moneys shall be
withheld by reason of any Action of the Tenant) and when necessary to replace any of the Landlord's fixtures and fittings which may be or become beyond repair during the Term with new ones which are
similar in type quality and value 




15





 



	3.5
	Decorations





In
the fifth year after the Term Commencement Date and thereafter in every fifth year of the Term and also in the last six months of the Term howsoever determined in a good and workmanlike manner to
prepare and decorate (with two coats at least of good quality paint) or otherwise treat as appropriate all interior parts of the Demised Premises required to be so treated and as often as may be
reasonably necessary to wash down all tiles glass glazed bricks and similar washable surfaces such decorations and
treatment in the last year of the Term to be executed in such colours and materials as the Landlord may reasonably require 



	3.6
	Cleaning





To
keep the Demised Premises in such clean and tidy condition as is reasonably consistent with the Tenant's use thereof and as often as may be necessary properly to clean the insides of all windows
and window frames all other glass in the exterior of the Demised Premises including the insides of the windows forming part of the external walls of the Building which are excluded from the Demised
Premises and in the entrance doors of the Demised Premises 



	3.7
	Yield Up



	3.7.1
	At
the Termination of the Term quietly to yield up the Demised Premises to the Landlord in good and substantial repair and condition in accordance with the covenants by the Tenant
contained in this Lease



	3.7.2
	Immediately
prior to the Termination of the Term at the cost of the Tenant:-



	(a)
	to
replace any of the Landlord's fixtures and fittings which shall be missing broken damaged beyond repair or destroyed with new ones of similar kind quality and value



	(b)
	to
remove from the Demised Premises any moulding sign writing or painting of the name or business of the Tenant or occupiers and all tenant's fixtures fittings furniture and effects
(unless the Landlord shall agree otherwise) and to make good to the reasonable satisfaction of the Landlord all damage caused by such removal



	(c)
	if
so required by the Landlord but not otherwise to remove and make good all alterations and additions made to the Demised Premises by the Tenant after the date hereof during the Term
and well and substantially to reinstate the Demised Premises in such manner as the Landlord shall reasonably direct and to its reasonable satisfaction









	3.8
	Rights of Entry by Landlord





To
permit during normal working hours the Landlord and all persons authorised by it with all necessary materials and appliances at all reasonable times upon giving at least forty eight hours prior
written notice (except in cases of emergency) to enter and temporarily remain upon the Demised Premises for any of the following purposes:- 


	3.8.1
	To
view and examine the state and condition of the Demised Premises and to take schedules or inventories of the Landlord's fixtures



	3.8.2
	To
exercise any of the rights excepted and reserved by this Lease



	3.8.3
	For
any other purpose connected with the interest of the Landlord in its capacity as the owner of the Building including but not limited to valuing or disposing of any interest of
the Landlord 




16





 




PROVIDED
THAT the Landlord (or other person exercising such right) shall cause as little inconvenience as reasonably possible and shall make good at the Landlord's expense without unnecessary delay
any damage caused to the Demised Premises 



	3.9
	To Comply With Notices







Whenever
the Landlord shall give written notice to the Tenant of any breaches of the Tenant's covenants relating to the condition or state of repair or decoration of the Demised Premises the Tenant
shall as soon as is reasonably practicable or as specified in the notice but in any event within one month of such notice or such longer period as may be reasonable make good and remedy the breach of
covenant to the reasonable satisfaction of the Landlord and if the Tenant shall fail within twenty-eight days of such notice or as soon as reasonably possible in the case of emergency to commence and
then diligently and expeditiously to continue to comply with such notice the Landlord may enter the Demised Premises and carry out or cause to be carried out all or any of the works referred to in
such notice and all reasonable and proper costs and expenses thereby incurred shall be paid by the Tenant to the Landlord within 10 working days of demand and in default of payment shall be
recoverable as rent in arrear 



	3.10
	Dangerous Materials and Use of Machinery



	3.10.1
	Not
to bring in to the Building or keep in the Demised Premises any article or thing which is or might become dangerous offensive combustible inflammable radio-active or explosive
or which might increase the risk of fire or explosion



	3.10.2
	Not
to keep or operate in the Demised Premises any machinery which shall be unduly noisy or cause vibration or which is likely to annoy or disturb the other tenants and occupiers
of the Building






	3.11
	Overloading



Not
to overload the floors of the Demised Premises or suspend any excessive weight from the roofs ceilings walls stanchions or structure of the Demised Premises or do any other thing which may subject
the Demised Premises or the Building to any strain beyond that which it is designed to bear with due margin for safety and to pay to the Landlord on demand all costs reasonably incurred by the
Landlord in obtaining the opinion of a qualified structural engineer as to whether the structure of the Building is being or is about to be overloaded 



	3.12
	Conduits



	3.12.1
	Not
to discharge into any Conduits any oil or grease or any noxious or deleterious effluent or substance whatsoever which may cause an obstruction or might be or become a source of
danger or which might injure the Conduits of or servicing the Demised Premises or the Building



	3.12.2
	Not
to overload the Conduits in or serving the Demised Premises






	3.13
	Disposal of Refuse




Not
to deposit any rubbish or refuse of any kind in the Retained Parts other than in proper receptacles provided for the purpose or as may be designated by the Landlord and not to burn any rubbish or
refuse on the Demised Premises 




17











  



	3.14
	Use of Common Parts



	3.14.1
	To
use the various parts of the Common Parts for there designated uses only



	3.14.2
	Not
to cause congestion of the Common Parts nor inconvenience to any other user thereof



	3.14.3
	Not
to permit any vehicles belonging to the Tenant or any persons calling on the Demised Premises expressly or by implication with the authority of the Tenant to stand on any of
the service roads or the Common Parts other than the Parking Areas except temporarily for the purpose of loading or unloading goods only



	3.14.4
	Not
to convey any goods or materials to or from the Demised Premises except through the parts of the Common Parts designated for such purposes



	3.14.5
	Not
to store stack or lay out upon any parts of the Common Parts any materials equipment plant bins crates cartons boxes or any other item



	3.14.6
	Not
to do anything whereby the Common Parts or other areas over which the Tenant may have rights of access or use may be damaged or the fair use thereof by others may be obstructed
in any manner whatsoever






	3.15
	Flashing Lights







Not
to display any flashing lights on the Demised Premises or in the Building so that they can be seen from outside the Building 



	3.16
	Prohibited Users



	3.16.1
	Not
to use the Demised Premises or any part thereof for any public or political meeting public exhibition or public entertainment show or spectacle of any kind nor for any
dangerous noisy noxious or offensive trade business or occupation whatsoever nor for any illegal or immoral purpose nor for residential or sleeping purposes



	3.16.2
	Not
to use the Demised Premises or any part thereof for gambling betting gaming or wagering or in connection with the sale of beer wines and spirits or in connection with the sale
of pornographic publications or materials and not to hold any auction on the Demised Premises



	3.16.3
	Not
to use the Demised Premises for the sale of food






	3.17
	User





Not
to use the Demised Premises or any part thereof except those uses falling within class B1 (a) of the Town and Country Planning (Use Classes) Order 1987 



	3.18
	Nuisance





Not
to do anything in or about the Demised Premises or the Building which may be or become a nuisance or which may cause damage annoyance inconvenience or disturbance to the Landlord or the other
tenants of the Building which may be injurious to the value tone amenity or character of the Building 



	3.19
	Alterations



	3.19.1
	Not
to erect any new building or structure on the Demised Premises or any part thereof nor to alter add to or change the height elevation or exterior of the Demised Premises or the
external architectural or decorative design or appearance of the Demised Premises nor to merge the Demised Premises with any adjoining premises 






34





 


	3.19.2
	Not
to alter divide cut maim injure or remove any of the principal or load-bearing walls floors beams or columns or the main frame of the Building nor to make any other
alterations or additions of a structural nature to the Building



	3.19.3
	Not
to make any hole or other openings through the floor slab of the Building without obtaining the prior consent of the Superior Landlord and the consent of the Landlord, the
Landlords consent not to be unreasonably withheld



	3.19.4
	Not
to make any alterations or additions to the Landlord's fixtures and fittings or to any Conduits without obtaining the prior written consent of the Superior Landlord pursuant to
the terms of the Superior Lease and the consent of the Landlord, such consent not to be unreasonably withheld or delayed



	3.19.5
	Not
to make any alterations or additions of a non-structural nature to the Demised Premises without obtaining the prior written consent of the Superior Landlord
pursuant to the terms of the Superior Lease and the consent of the Landlord, such consent not to be unreasonably withheld or delayed



	3.19.6
	The
Landlord may as a condition of giving any such consent require the Tenant to enter into such covenants as the Landlord and Superior Landlord shall reasonably require regarding
the execution of any such works and the reinstatement of any such works and the reinstatement of the Demised Premises at the Termination of the Term



	3.19.7
	Unless
the Superior Landlord and/or Landlord otherwise requires to remove any alterations or additions and reinstate the Demised Premises at the Termination of the Term 





PROVIDED
that nothing in this clause 3.19 shall prevent the Tenant from erecting altering or removing internal non-structural partitions within the Demised Premises without the
Landlord's or the Superior Landlord's prior consent 


	3.20
	Signs and Advertisements




Not
to erect or display on the exterior of the Demised Premises any pole aerial satellite dish or any telecommunications equipment advertisement poster notice or other sign or thing whatsoever without
the consent of the Superior Landlord pursuant to the terms of the Superior Lease PROVIDED THAT the Tenant shall before applying for consent consult the Landlord PROVIDED ALSO THAT the Tenant shall be
entitled to add the name of the Tenant and all lawful occupiers to the common signboard at the entrance of the Building 



	3.21
	Alienation



	3.21.1
	Not
to assign or charge any part or parts (as distinct from the whole) of the Demised Premises and not to agree so to do



	3.21.2
	Not
to part with possession of or share the occupation of the whole or any part or parts of the Demised Premises or agree so to do or permit any person to occupy the same save by
way of an assignment or underletting of the whole of the Demised Premises or an underlease of a Permitted Part thereof in accordance with the provisions of this clause 3.21



	3.21.3
	Without
prejudice to the foregoing provisions the Tenant may assign the whole of the Demised Premises to an Acceptable Assignee with the prior written consent of the Landlord such
consent not to be unreasonably withheld or delayed and provided that:-



	(a)
	Prior
to any permitted assignment the Tenant procures that the assignee enters into direct covenants (in a form approved by the Landlord such approval not to be 









35





 




unreasonably
withheld or delayed) with the Landlord to pay the Rents and to perform and observe the covenants by the Tenant and all other conditions and provisions contained in this Lease 



	(b)
	Prior
to any permitted assignment the Tenant and the Guarantor (if any) enter into an Authorised Guarantee Agreement as set out in the Seventh Schedule subject to such amendments as
may be required by law from time to time



	(c)
	If
the Landlord shall reasonably so require the Tenant obtains an acceptable guarantor or guarantors for any person to whom this Lease is to be assigned who shall execute and deliver
to the Landlord a deed containing covenants by such guarantor (or if more than one guarantor joint and several covenants) with the Landlord as a primary obligation in the terms of the Fourth Schedule
or such other suitable security as the Landlord shall first approve such approval not to be unreasonably withheld or delayed






	3.21.4
	The
Tenant may with the prior consent of the Landlord (such consent not to be unreasonably withheld or delayed) underlet the whole of the Demised Premises or a Permitted Part in
accordance with and subject to the conditions set out in clause 3.21.5



	3.21.5
	


	(a)
	The
Tenant shall not underlet the whole of the Demised Premises at a yearly rent less than the open market rent



	(b)
	The
Tenant shall not underlet a Permitted Part at a yearly rent less than the open market rent






	3.21.6
	Prior
to any underlease the Tenant shall procure that the undertenant enters into direct unqualified covenants with the Landlord as follows:-



	(a)
	to
observe and perform the covenants and conditions on the part of the undertenant contained in the underlease



	(b)
	not
to charge underlet part with possession hold on trust for another or part with occupation of the Demised premises or a Permitted Part or any part or parts thereof



	(c)
	not
to do or allow any act or thing inconsistent with or in breach of this Lease






	3.21.7
	If
the Landlord shall reasonably so require the Tenant shall procure a guarantor or guarantors for the intending undertenant approved by the Landlord (such approval not to be
unreasonably withheld or delayed) who shall execute and deliver to the Landlord a deed or deeds containing covenants by such guarantor (or if more than one such guarantor joint and several covenants)
with the Landlord as a primary obligation in the terms contained in the Fourth Schedule (with such modification thereto as shall make such covenants appropriate to the liability of the undertenant
under the relevant underlease and comply with the Landlord and Tenant (Covenants) Act 1995) or such other suitable security as the Landlord shall first approve in writing such approval not to be
unreasonably withheld or delayed



	3.21.8
	Any
underlease shall be in a form first approved in writing by the Landlord (such approval not to be unreasonably withheld or delayed) PROVIDED FURTHER THAT the Landlord's costs
incurred in approving any such underlease payable by the Tenant 




36





 



and
shall be fair and reasonable and provident that the any such Underlease shall contain the following:- 


	(a)
	provisions
for the upward only review of the rent thereby reserved corresponding as to terms conditions and dates with the rent review provisions contained in this Lease



	(b)
	a
covenant by the undertenant prohibiting the undertenant from doing or allowing any act or thing upon or in relation to the Demised Premises inconsistent with or in breach of the
provisions of this Lease



	(c)
	a
condition for re-entry on breach of any covenant by the undertenant



	(d)
	the
same restrictions as to assignment underletting charging holding on trust parting with or sharing possession or occupation as are set out in clauses 3.2 and 3.21.4 and the same
provisions for direct covenants guarantors and registration as are in this Lease (mutatis mutandis)






	3.21.9
	The
Tenant shall and hereby covenants to enforce the performance and observance by every undertenant of the covenants provisions and conditions of any underlease and shall not at
any time either expressly or by implication waive any breach of the same



	3.21.10
	The
Tenant shall procure that the rent is reviewed under any underlease in accordance with the terms thereof



	3.21.11
	The
Tenant shall not vary the terms of any underlease without the prior consent of the Landlord (such consent not to be unreasonably withheld or delayed)



	3.21.12
	The
Tenant shall procure that the rent reserved by any underlease shall not be commuted or payable more than one quarter in advance and shall not permit the reduction of any rent
reserved by any underlease save with the consent of the Landlord



	3.21.13
	Sections
24 50 28 (inclusive) of the Landlord and Tenant Act 1954 shall be excluded from any underletting of the Demised Premises or a Permitted Part and no underlease shall be
granted and no prospective undertenant shall be allowed into possession or occupation of the Demised Premises or a Permitted Part unless and until there shall first have been obtained an Order of the
Court under section 38(4) of that Act (as amended by section 5 of the Law of Property Act 1969) authorising the exclusion of sections 24 to 28 (inclusive) of that Act in relation to the
proposed underletting



	3.21.14
	The
Tenant may share occupation of the Demised Premises or any part of the Demised Premises with a Group Company for so long as both companies remain members of that group and
otherwise than in a manner which transfers or creates a legal estate provided always that the Tenant informs the Landlord from time to time of all Group Companies occupying the Demised Premises






	3.22
	Registration of Dispositions





Within
28 days of every assignment transfer charge underletting assent or any other disposition whether mediate or immediate of or affecting the Demised Premises or any part thereof to produce
to and leave with the Landlord or its solicitors a certified copy of the deed instrument or other document evidencing or effecting such disposition and on each occasion to pay to the Landlord or its
Solicitors a fee of £25.00 (exclusive of any VAT) or such larger sum as may be reasonable 



	3.23
	Disclosure of Information



	3.23.1
	Upon
making any application or request in connection with the Demised Premises or this Lease to disclose to the Landlord at the Tenants cost such information as the 






37





 



Landlord
may reasonably require and whenever the Landlord shall request to supply full particulars of all occupations and derivative interest in the Demised Premises however remote or inferior 



	3.23.2
	To
promptly provide the Landlord with all information the Landlord may reasonably require to enable it to comply with its duties under any Legislation






	3.24
	Landlord's Costs




To
pay and indemnify the Landlord against all costs fees charges disbursements and expenses properly incurred by the Landlord including but not limited to those payable to solicitors counsel
architects surveyors and bailiffs:- 


	3.24.1
	In
relation to the preparation and service of a notice under section 146 of the Law of Property Act 1925 and of any proceedings under sections 146 or 147 of that Act
(whether or not any right of re-entry or forfeiture has been waived by the Landlord or a notice served under section 146 is complied with by the Tenant or the Tenant has been
relieved under the provisions of the Act and notwithstanding forfeiture is avoided otherwise than by relief granted by the Court)



	3.24.2
	In
relation to the preparation and service of all notices and schedules relating to wants of repair whether served during or after the Termination of the Term



	3.24.3
	In
connection with the recovery or attempted recovery of arrears of Rents or other sums due from the Tenant or in procuring the remedying of the breach of any covenant by the
Tenant



	3.24.4
	In
relation to any application for consent required or made necessary by this Lease (such costs to include reasonable management fees and expenses) whether or not the same is
granted (except in cases where the Landlord is obliged not to unreasonably withhold its consent and the withholding of its consent is held to be unreasonable) or the application is withdrawn






	3.25
	Statutory Requirements



	3.25.1
	At
the Tenant's own expense to comply in all respects with all Legislation relating to the Demised Premises or the user thereof including without prejudice to the generality of the
foregoing the provisions of the Offices Shops and Railway Premises Act 1963 the Fire Precautions Act 1971 the Defective Premises Act 1972 and the Health and Safety at Work etc. Act 1974 and the
Environmental Protection Act 1990 and all other obligations imposed by law relating to the Demised Premises their condition or the user thereof



	3.25.2
	To
execute all works and provide and maintain all arrangements upon or in respect of the Demised Premises or the use thereof which are directed or required (whether by the Landlord
Tenant or occupier) by any Legislation and to indemnify and keep the Landlord indemnified against all costs charges fees and expenses of or incidental to the execution of any works or the provision or
maintenance of any arrangements so directed or required



	3.25.3
	Not
to do or omit to be done in or near the Demised Premises any act or thing by reason of which the Landlord may under any Legislation incur or have imposed upon it or become
liable to pay any penalty damages compensation costs charges or expenses 






38





 



	3.26
	Planning Acts



	3.26.1
	To
comply with the provisions and requirements of the Planning Acts and of any planning permissions relating to or affecting the Demised Premises and to indemnify and keep the
Landlord indemnified against all actions proceedings claims demands losses costs expenses damages and liability whatsoever in respect of any non-compliance



	3.26.2
	Not
to make any application for planning permission in respect of the Demised Premises without the prior written consent of the Superior Landlord and Landlord



	3.26.3
	At
the expense of the Tenant to obtain and if appropriate to renew all planning permissions and any other consents and to serve all necessary notices required for the carrying out
by the Tenant of any operations or the commencement or continuance of any use on the Demised Premises which may constitute Development



	3.26.4
	To
pay and satisfy any charge or levy imposed under the Planning Acts in respect of any Development by the Tenant on the Demised Premises



	3.26.5
	Not
to implement any planning permission before it has been produced to and approved in writing by the Superior Landlord and Landlord such approval not to be unreasonably withheld
or delayed on the Landlord's part PROVIDED THAT the Landlord may refuse to approve such planning permission on the grounds that any condition contained in it or anything omitted from it or the period
referred to in it would in the reasonable opinion of the Landlord be prejudicial to the Landlord's interest in the Demised Premises whether during or following the Termination of the Term



	3.26.6
	Unless
the Superior Landlord shall otherwise direct in writing to carry out and complete before the Termination of the Term:-



	(a)
	any
works required to be carried out to the Demised Premises as a condition of any planning permission granted during the Term and implemented by the Tenant whether or not the date by
which such planning permission requires such works to be carried out is within the Term



	(b)
	any
Development begun upon the Demised Premises by the Tenant in respect of which the Landlord shall or may be or become liable for any charge or levy under the Planning Acts









	3.27
	Environmental Legislation



	3.27.1
	To
comply in all respects with the provisions and requirements of all Environmental Legislation and all consents obtained hereunder insofar as the same relate to or affect the
Demised Premises or any other part of the Building in consequence of any operations works acts or things at any time carried out or omitted on the Demised Premises during the Term



	3.27.2
	Not
to make any application for any Environmental consent required under Environmental Legislation nor commence any prescribed process without the prior consent of the Superior
Landlord and so often as occasion shall require at the expense in all respects of the Tenant (having obtained the Landlord's consent) to obtain all such notices as may be required for the carrying out
of any Waste or Hazardous Substances on or from the Demised Premises and further within ten working days of receipt of written demand to provide the Landlord with a copy of any such consent obtained
by the Tenant 






39





 


	3.27.3
	To
give notice to the Landlord as soon as possible upon becoming aware of any formal notice complaint enquiry information or communication being received by the Tenant or any
circumstances arising which may lead to any such consent being suspended revoked cancelled restricted amended or not renewed to any degree and at the request of the Landlord to make or join in making
such objections representations or other remedial action in respect thereof as the Landlord may reasonably require except where the Tenant acting reasonably considers that any such objections
representations or other remedial action are against its best interests or those of any undertenant



	3.27.4
	To
maintain in accordance with Environmental Legislation full and accurate records relating to the carrying on of any process and disposal of any Waste or Hazardous Substances on
or from the Demised Premises (including without limitation written contracts with third party waste disposal contractors and transfer notes) and to permit the Landlord to inspect the same at all
reasonable times






	3.28
	Statutory Notices



Within
14 days of receipt of any Statutory Notice (sooner if appropriate having regard to the requirements of the notice or order in question or the time limits stated therein) to produce to
the Landlord a true copy and any further particulars reasonably required by the Landlord of any notice or order or proposal for the same given to the Tenant and relevant to the Demised Premises or the
occupier thereof by any government department or local or public authority and without delay to take all necessary steps to comply with the notice or order so far as the same is the responsibility of
the Tenant and at the request of the Landlord make or join with the Landlord in making such objection or representation against or in respect of any such notice order or proposal as the Landlord shall
deem expedient 



	3.29
	Fire Precautions and Equipment



	3.29.1
	To
comply with the requirements of the fire authority the insurers of the Building and all reasonable requirements of the Superior Landlord and Landlord in relation to fire
precautions affecting the Demised Premises



	3.29.2
	To
keep the Demised Premises supplied and equipped with such fire fighting and extinguishing appliances as shall be required by any statute the fire authority or the insurers of
the Building or as shall be reasonably required by the Superior Landlord and Landlord and such appliances shall be open to inspection upon giving reasonable notice to the Tenant and shall be
maintained to the reasonable satisfaction of the Superior Landlord



	3.29.3
	Not
to obstruct the access to or means of working any fire fighting and extinguishing appliances or the means of escape from the Building or the Demised Premises in case of fire or
other emergency






	3.30
	Defective Premises





Forthwith
upon becoming aware of the same to give written notice to the Superior Landlord and Landlord of any defect in the Demised Premises which might give rise to an obligation on the Landlord to
do or refrain from doing any act or thing so as to comply with the duty of care imposed on the Landlord pursuant to the Defective Premises Act 1972 and to display and maintain in the Demised Premises
all notices which the Landlord may form time to time reasonably require to be displayed in relation thereto 




40





 



	3.31
	Encroachments and Easements




Not
to stop up darken or obstruct any of the windows or lights belonging to the Demised Premises and not to permit any new window light opening doorway passage Conduit or other encroachment or
easement to be made or acquired into upon or over the Demised Premises or any part thereof and in case any person shall attempt to make or acquire any encroachment of easement whatsoever to give
written notice thereof to the Landlord immediately the same shall come to the notice of the Tenant and at the request and cost of the Landlord to adopt such means as may be reasonably required by the
Landlord for preventing any such encroachment or the acquisition of any such easement 



	3.32
	Sale and Reletting Notices







To
permit the Landlord at any time during the Term in the case of a sale and during the last six months of the Term in the case of reletting unless the Tenant shall have made a County Court
application under Section 24 of the Landlord and Tenant Act 1954 or otherwise be entitled in law to remain in occupation or to a new tenancy of the Demised Premises to enter upon the Demised
Premises upon giving at least 48 hours written notice to the Tenant and affix and retain without interference upon any suitable parts of the Demised Premises (but not so as materially to affect
the use of the Demised Premises the access of light and air to the Demised Premises or interfere with the Tenant's or any undertenant's business) notices for selling or reletting the same and not to
remove or obscure the said notices and to permit all persons with the written authority of the Landlord to view the Demised Premises at all reasonable hours in the daytime upon prior appointment
having been made 



	3.33
	Landlord's Regulations





To
comply with all reasonable regulations made by the Superior Landlord from time to time and notified to the Tenant in writing for the general management and security of the Building the Common Parts
and the parking Areas and other areas used or to be used in common with others 



	3.34
	Replacement of Guarantor




Within
twenty-eight days of the death during the Term of any Guarantor or of any of the events listed in clauses 6.1.3, 6.1.4 and 6.1.5 happening in relation to any Guarantor to give notice thereof to
the Landlord and if the Landlord so requires and at the Tenant's expense in all respects within fifty-six days after such event to procure that some other person reasonably acceptable to
the Landlord becomes a Guarantor and enters into a deed in the form set out in the Fourth Schedule 



	3.35
	Indemnity




To
keep the Landlord fully indemnified from and against all actions proceedings claims demands losses costs expenses damages and liability arising in any way directly or indirectly out of:- 


	3.35.1
	Any
Action of the Tenant



	3.35.2
	Any
breach of the Tenant's covenants and the conditions and other provisions contained in this Lease



	3.35.3
	Any
duty or obligation imposed upon the Landlord under Environmental Legislation and any Clean Up Costs incurred by the Landlord in consequence of any operations works acts or
things at any time carried out or omitted to be carried out by the Tenant on the Demised Premises 




41





 


	3.35.4
	the
presence of any Waste or Hazardous Substances at the Demised Premises or elsewhere in the Building in consequence of any operations works acts or things at any time carried out
or omitted to be carried out by the Tenant on the Demised Premises






	3.36
	Taxation



Not
to do on or in relation to the Demised Premises or any part thereof any act or thing (other than the payment of the Rents) which shall render the Landlord liable for any tax levy charge or other
fiscal imposition of whatsoever nature and not to dispose of or deal with this Lease in such a way that the Landlord shall be or become liable for any such tax levy charge or fiscal imposition 



	3.37
	Value Added Tax



	3.37.1
	To
pay any Value Added Tax at the rate for the time being in force chargeable in respect of any payments made by the Tenant to the Landlord or any person on the Landlord's behalf
or in respect of services provided by the Landlord in connection with or under any of the provisions of this Lease upon receipt of a valid Value Added Tax invoice and in default of payment the same
shall be recoverable as rent in arrear



	3.37.2
	Where
by virtue of any of the provisions of this Lease the Tenant is required to pay repay or reimburse to the Landlord or any person or persons any costs fees charges insurance
premium expenses or other sum or amount whatsoever in respect of the supply of any goods and/or services by the Landlord or any other person or persons the Tenant shall also be required in addition to
pay or (as the case may be) keep the Landlord indemnified against:-



	(a)
	the
amount of any Value Added Tax which is chargeable in respect of such supply to the Tenant



	(b)
	the
amount of Value Added Tax chargeable by any other person (or chargeable by the Landlord in the case of supplies which the Landlord is deemed to make to itself) in respect of
supplies the cost of which is included in the calculation of the sums which the Tenant is required to pay repay or reimburse to the Landlord save to the extent that such Value Added Tax is recoverable
by the Landlord. For the avoidance of doubt the Landlord shall be under no duty to exercise or not exercise any option or right conferred on the Landlord by the legislation relating to Value Added Tax
(including any regulations made thereunder) so as to reduce or avoid any liability to Value Added Tax









	3.38
	Covenants Affecting Reversion





Not
knowingly to do anything which would or may be in breach of the agreements covenants restrictions and stipulations which at the time of the grant of this Lease affect or relate to the Demised
Premises as set out in the Sixth Schedule and to keep the Landlord indemnified against all actions claims demands costs expenses damages and liability in any way relating thereto 




	4
	LANDLORD'S COVENANTS



THE
Landlord HEREBY COVENANTS with the Tenant as follows:- 


	4.1
	Quiet Enjoyment







That
the Tenant paying the Rents and performing and observing the covenants on the part of the Tenant herein contained shall and may peaceably hold and enjoy the Demised Premises 




42





 


during
the term hereby granted without any interruption by the Landlord or any person lawfully claiming through under or in trust for it 



	4.2
	Provision of Services



To
provide the following services:- 


	4.2.1
	Repairs







To
keep the Retained Parts in good repair and condition 



	4.2.2
	Common Parts



	(a)
	To
clean the Common Parts and to keep the same adequately lighted where appropriate at such time as the Landlord shall reasonably determine and subject to receiving notice in writing
of any obstruction free from obstruction



	(b)
	To
provide and maintain at the Landlord's discretion such plants shrubs trees or garden or grassed areas in the Common Parts as may be appropriate and to keep the same planted free
from weeds and the grass cut






	4.2.3
	Name Boards







To
provide and install name boards and signs of such size and design as the Landlord may in its absolute discretion determine at the entrance to the Building and at such other locations as the
Landlord may consider desirable 



	4.2.4
	Provision of Services  







To
use its best endeavours to provide the services referred to in the Fifth Schedule in a proper and efficient manner and where appropriate using good and suitable materials PROVIDED THAT no claim for
loss damage or compensation shall lie against the Landlord for any interruption or failure to provide the services and carry out the works due to breakdown or any necessary inspection repair
replacement or maintenance or shortage of fuel water materials or labour or any other cause beyond the Landlord's control" 




	4.3
	Compliance With Superior Lease



	4.3.1
	to
pay the rents reserved by the Superior Lease



	4.3.2
	on
the request of the Tenant to use best endeavours to enforce the Covenants on the part of the Superior Landlord contained in the Superior Lease



	4.3.3
	to
use reasonable endeavours to obtain the consent of the Superior Landlord whenever the Tenant makes an application for any consent where the consent of the Landlord and the
Superior Landlord is needed by virtue of the provisions of this underlease and the Superior Lease.


 






	5
	INSURANCE



	5.1
	Landlord to Insure







The
Landlord hereby further covenants to insure and keep insured in accordance with market practice at all times during the Term with some publicly quoted or substantial and reputable insurance
company or with reputable underwriter and through such agency as the Landlord may from time to time determine the Building (other than plate glass) subject to such exclusions excesses and limitations
as may be imposed by the insurers in the full reinstatement cost of the Building including architects' surveyors' and other professional fees (and Value 




43





 


Added
Tax thereon) and expenses incidental thereto the cost of shoring updemolition and site clearance and similar expenses against:- 


	5.1.1
	Loss
or damage by fire and such of the other Risks as from time to time are available on the United Kingdom insurance market and the Landlord can insure against on reasonable terms
and



	5.1.2
	Loss
of the First Rent and Service Charge from time to time payable or reasonably estimated to be payable under this Lease (taking account of any review of the First Rent which may
become due under this Lease) for three years and



	5.1.3
	Property
owner's liability and third party liability






	5.2
	Landlord's Fixtures




The
Tenant shall notify the Landlord in writing of the full reinstatement cost of any fixtures and fittings installed at any time by the Tenant and which are or may become Landlord's fixtures and
fittings for the purpose of enabling the Landlord to effect adequate insurance cover for the same 



	5.3
	Landlord to Produce Evidence of Insurance



	5.3.1
	At
the request of the Tenant the Landlord shall produce to the Tenant relevant details from the insurers of the terms of the insurance policy and the fact that the policy is
subsisting and in effect



	5.3.2
	The
Landlord shall use reasonable endeavours to procure that the Insurers agree to waive all rights of subrogation against the Tenant and that the interest of the Tenant is noted or
endorsed on the insurance policy






	5.4
	Destruction of the Demised Premises





If
the Demised Premises or any part thereof or the Common Parts or any part thereof or the access to the Demised Premises and the Building are destroyed or damaged by any of the Insured Risks so as to
render the Demised Premises unfit for use and occupation or inaccessible then:- 


	5.4.1
	Unless
payment of the insurance moneys shall be refused in whole or in part by reason of any Action of the Tenant and



	5.4.2
	Subject
to the Landlord being able to obtain any necessary planning permission and all other necessary licences approvals and consents in respect of which the Landlord shall use its
reasonable endeavours to obtain as soon as reasonably practicable but shall not be obliged to institute any appeals the Landlord shall lay out the insurance moneys other than any in respect of loss of
any Rents and liability to third parties in the rebuilding and reinstatement of the premises so destroyed or damaged (but not so as to oblige the Landlord to provide accommodation identical in layout
if it would not be reasonably practical to do so) PROVIDED ALWAYS that the Landlord shall not be liable to rebuild or reinstate the premises so destroyed or damaged if the Landlord is unable to obtain
the necessary permissions and other licences approvals and consents in accordance with clause 5.4.2 above or if the rebuilding or reinstatement shall be prevented or frustrated for any other
reason beyond the control of the Landlord in which event all the insurance moneys shall be the absolute property of the Landlord






	5.5
	Determination Following Destruction







If
the Demised Premises or any part thereof are destroyed or damaged by any of the Insured Risks so as to render the Demised Premises unfit for use and occupation or inaccessible and if 




44





 


the
premises so destroyed or damaged have not been rebuilt or reinstated and made fit for occupation and use and the Demised Premises rendered accessible before the expiration of three years from the
date of destruction or damage the Landlord or the Tenant may determine this Lease by serving written notice on the other party whereupon this Lease shall cease and determine but without prejudice to
any antecedent breach of covenant and the Landlord shall not be obliged to rebuild or reinstate the premises so damaged or destroyed and any insurance moneys shall belong to the Landlord absolutely 



	5.6
	Payment of Insurance Monies Refused





If
the payment of any insurance moneys is refused as a result of some Action of the Tenant the Tenant shall pay to the Landlord on demand the amount so refused with interest thereon at the Prescribed
Rate from the date of the event giving rise to the insurance claim to the date of payment to the Landlord 



	5.7
	Cesser of Rent



If
the Demised Premises or the Building or the access thereto or any part of them are destroyed or damaged by any of the Insured Risks so as to render the Demised Premises or the Building or access
thereto or any of them unfit for use and occupation or inaccessible and the insurance shall not have been vitiated or payment of the policy moneys refused in whole or in part as a result of some
Action of the Tenant then the First Rent and Service Charge or a fair proportion thereof according to the nature and extent of the damage sustained shall be suspended until the Demised Premises or the
part destroyed or damaged shall be again rendered fit for use and occupation and accessible or until the expiration of the period in respect of which the Landlord has obtained loss of rent insurance
(whichever is the earlier) and any dispute regarding the cesser of the First Rent and/or Service Charge shall be referred to a single arbitrator to be appointed in default of agreement upon the
application of either party by or on behalf of the President for the time being of the Royal Institution of Chartered Surveyors in accordance with the provisions of the Arbitration Act 1996 



	5.8
	Benefit of Other Insurance



If
the Tenant is entitled to the benefit of any insurance on the Demised Premises which is not effected or maintained in pursuance of the obligations herein contained then the Tenant shall apply all
moneys received from such insurance in making good the loss or damage in respect of which the same shall have been received 



	5.9
	Insurance Becoming Void




The
Tenant shall not do or omit to do anything that could cause any policy of insurance in respect of or covering the Demised Premises or the Building to become void or violable wholly or in part nor
anything whereby any abnormal or loaded insurance premium may become payable 



	5.10
	Requirements of the Insurers





The
Tenant shall at all times comply with all the requirements of the insurers so far as such requirements are notified to the Tenant 



	5.11
	Notice by Tenant




The
Tenant shall give notice to the Landlord as soon as possible upon the happening of any event or thing, which might affect any insurance policy relating to the Demised Premises or lead to a claim
thereunder 




45





 



	5.12
	Information







The
Tenant shall ensure that at all times the Landlord has written notice of the name home address and home telephone number of at least two keyholders of the Demised Premises 




	6
	PROVISOS



PROVIDED
ALWAYS AND IT IS HEREBY AGREED AND DECLARED as follows:- 


	6.1
	Forfeiture





Without
prejudice to any other right remedy or power herein contained or otherwise available to the Landlord:- 


	6.1.1
	If
the Rents reserved by this Lease or any part thereof or any other sums due to the Landlord under this Lease shall be unpaid for twenty-one days after becoming payable (whether
formally demanded or not) or



	6.1.2
	If
any of the covenants by the Tenant contained in this Lease shall not be performed and observed or



	6.1.3
	If
the Tenant or any Guarantor (being a body corporate) has a winding-up petition or petition for an administration order presented against it or passes a winding-up
resolution (other than in connection with a member's voluntary winding-up for the purposes of an amalgamation or reconstruction which has the prior written approval of the Landlord such
approval not to be unreasonably withheld) or calls a meeting of its creditors for the purposes of considering a resolution that it be wound-up voluntarily or resolves to present its own
winding-up petition or is wound-up (whether in England or elsewhere) or the directors or shareholders of the Tenant resolve to present a petition for an administration order in
respect of the Tenant or any Guarantor (as the case may be) or an administrative receiver or a receiver or a receiver and manager is appointed in respect of the Tenant or the Guarantor or any assets
of either of them



	6.1.4
	If
the Tenant or any Guarantor (being a body corporate) calls or a nominee calls on its behalf a meeting of its creditors or any of them or makes an application to the Court under
Section 425 of the Companies Act 1985 or submits to its creditors or any of them a proposal pursuant to Part I of the Insolvency Act 1986 or enters into any arrangement scheme compromise
moratorium or composition with its creditors or any of them (whether pursuant to Part I of the Insolvency Act 1986 or otherwise) or suffers any distress or execution to be levied on the Demised
Premises or



	6.1.5
	If
the Tenant or any Guarantor (being an individual or if more than one individual then any one of them) makes an application to the Court for an interim order under
Part VIII of the Insolvency Act 1986 or convenes a meeting of its creditors or any of them or enters into any arrangement scheme compromise moratorium or composition with its creditors or any
of them (whether pursuant to Part VIII of the Insolvency Act 1986 or otherwise) or has a bankruptcy petition presented against it or is adjudged bankrupt (whether in England or elsewhere) or
suffers any distress or execution to be levied on the Demised Premises 







THEN
and in any such case the Landlord may at any time thereafter re-enter the Demised Premises or any part thereof in the name of the whole and thereupon the Term shall absolutely cease
and determine but without prejudice to any rights or remedies which may then have accrued to the Landlord against the Tenant in respect of any antecedent breach of any of the covenants contained in
this Lease 





46





 



	6.2
	Limit of Landlord's Liability





Any
Person who is or becomes the Landlord shall cease to have any liability in respect of any of the covenants on the part of the Landlord contained in this Lease on the date on which the reversion
immediately expectant on this Lease ceases to be vested in such person 



	6.3
	Exclusion of Warranty as to User



	6.3.1
	Nothing
contained in this Lease or in any consent granted by the Landlord under this Lease shall imply or warrant that the Demised Premises may be used under the Planning Acts for
the purpose herein authorised or any purpose subsequently authorised and the Tenant hereby acknowledges and admits that the Landlord has not given or made at any time any representation or warranty
that any such use is or will be or will remain a permitted use under the Planning Acts



	6.3.2
	Notwithstanding
that any such use might not be a permitted use under the Planning Acts the Tenant shall remain fully bound and liable to the Landlord in respect of the obligations
undertaken by the Tenant in this Lease without being entitled to any compensation recompense or relief of any kind whatsoever






	6.4
	Representation





The
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 is set out in the replies to enquiries before lease given in writing by the Landlord's solicitors to the Tenant's solicitors prior to the date
hereof 



	6.5
	Failure by Landlord to Provide Services



	6.5.1
	The
Landlord shall not incur any liability for any failure or interruption in any of the services provided by the Landlord or for any damage injury or inconvenience to person or
property arising from such failure or interruption due to mechanical breakdown failure or malfunction overhauling maintenance repair or replacement strikes labour disputes or shortages or any cause or
circumstance beyond the control of the Landlord



	6.5.2
	The
Landlord shall not be liable to the Tenant in respect of any failure by the Landlord to perform any of the services referred to in this Lease unless and until the Landlord has
been notified of such failure and the Landlord has failed within a reasonable time to remedy the same






	6.6
	Covenants Relating to Adjoining Land







Nothing
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 modification of any covenant agreement or condition relating to
or affecting the Building or any Adjoining Land 



	6.7
	Effect of Waiver





Each
of the Tenant's covenants shall remain in full force both at law and in equity notwithstanding that the Landlord may have waived or released temporarily any such covenant or waived or released
temporarily or permanently revocable or irrevocably a similar covenant or similar covenants affecting other property belonging to the Landlord 



	6.8
	Exclusion of Statutory Compensation





Except
where any statutory provision prohibits or modifies the right of the Tenant to compensation being reduced or excluded by agreement neither the Tenant nor any 




47





 


undertenant
(whether immediate or not) shall he entitled on quitting the Demised Premises or any part thereof to claim any compensation from the Landlord under the Landlord and Tenant Act 1954 or any
other act which may replace it or any other act which is the future provides for the Tenant to be compensated upon quitting the Demised premises. 



	6.9
	Notices



	6.9.1
	Any
demand or notice required to be made given to or served on the Tenant or any Guarantor under this Lease shall be duly and validly made given or served if addressed to the Tenant
or the Guarantor respectively (and if there shall be more than one of them then any one of them) or sent by pre-paid registered or recorded delivery mail or sent by telex or telegraphic
facsimile transmission addressed (in the case of a company) to its registered office or at place of business or (in the case of an individual) its last known address



	6.9.2
	Any
notice required to be given to or served on the Landlord shall be duly and validly given or served if sent by pre-paid registered or recorded delivery mail or
addressed to the Landlord at its registered office



	6.9.3
	Any
notice or document given or served by post shall be deemed to be given or served at the place of receipt 48 hours after the letter containing the same was sent by first
class post Saturdays Sundays and Public Holidays excepted and in proving that any notice or document was so given or served it shall be necessary only to prove that the same was properly addressed and
sent by post



	6.9.4
	Any
notice or document given or served personally shall be deemed to have been received at the time of such service



	6.9.5
	Any
notice given by telex or facsimile transmission shall be deemed duly served forthwith on transmission thereof provided (in the case of a telex) a correct answer back has been
received or (in the case of a facsimile) a confirming copy is sent by first class post within two days of such transmission






	6.10
	New Tenancy



This
Lease is a new tenancy for the purpose of Section 1 of the Landlord and Tenant (Covenants) Act 1995 



	6.11
	Disputes With Adjoining Occupiers





Any
dispute arising between the Tenant and the other tenants or occupiers of the Building as to any easement quasi-easement right privilege or Conduit in connection with the Demised Premises or the
Building may if the Landlord so requires be fairly and reasonably determined by the Landlord whose decision shall be binding on the Tenant provided that the Landlord shall give the Tenant a reasonable
opportunity to make such representations as it shall think fit to the Landlord concerning the same 



	6.12
	No Implied Rights





(Except
as may be expressly provided) this Lease shall not include or grant the Tenant (whether impliedly or otherwise) any easement quasi easement right liberty privilege or advantage over the
Building or any part thereof 



	6.13
	Applicable Law and Service of Proceedings





This
Lease shall be governed by and construed in accordance with English Law 




48





 




	7
	SERVICE CHARGE



	7.1
	For
the purpose of this Lease the following expressions shall have the following meanings:-



	7.1.1
	"Expenditure" means the aggregate of:-



	(a)
	all
costs fees expenses and outgoings whatsoever incurred by the Landlord in respect of the items set out in the Fifth Schedule and



	(b)
	such
sums as the Landlord may in its absolute discretion consider desirable to set aside from time to time for the purpose of providing for those items set out in the Fifth Schedule
which are periodically recurring whether at regular or irregular intervals and



	(c)
	such
provision for anticipated expenditure on any costs fees expenses and outgoings in respect of any of the items referred to in the Fifth Schedule, as the Landlord shall in its
absolute discretion consider fair and reasonable in the circumstances PROVIDED ALWAYS THAT whilst the Superior Lease is vested in the Landlord the Landlord shall not be entitled to set aside sums for
future expenditure as envisaged by Clauses (b) and (c)






	7.1.2
	"Financial Period" means the period from 1st day of April in every year to 31st day of March of the following year or such other
period as the Landlord may in its absolute discretion from time to time reasonably determine



	7.1.3
	"Estimated Expenditure" means for any Financial Period during the Term such sum as the Landlord shall from time to time specify as
being in its absolute discretion a fair and reasonable estimate of the Expenditure for the current Financial Period Provided that the Landlord, may from time to time during any Financial Period as
appropriate but not more than twice in any Financial Period (save in the case of emergency) make revised estimates of the Expenditure for that Financial Period whereupon appropriate adjustments shall
be made to such sum to reflect the revised estimates



	7.1.4
	"Service Charge Percentage" means such percentage as the Landlord acting fairly and reasonably may from time to time decide as
reasonable by reference to the Net Internal Area (but subject to such adjustments as the Landlord may reasonably determine) (such decision to be final and binding on the Tenant) subject to variation
pursuant to clause 7.9






	7.2
	The
Tenant shall pay to the Landlord the Service Charge Percentage of the Expenditure in respect of each Financial Period



	7.3
	The
Landlord shall as soon as reasonably practicable after the end of each Financial Period prepare an account showing the Expenditure for the Financial Period and containing a fair
summary of the various items comprising the Expenditure and supported by copy accounts and invoices at the Tenant's request and upon such account being certified by the Surveyor acting in a proper and
professional manner (a copy of which shall be supplied to the Tenant) the same shall be conclusive evidence (save in the case of manifest error) for the purposes of this Lease of all matters of fact
referred to in the account



	7.4
	The
Tenant shall pay to the Landlord on account of the Service Charge for the period commencing on the date hereof down to the end of the following Financial Period and thereafter
during each subsequent Financial Period during the Term the Service Charge Percentage of the Estimated Expenditure ("the Advance Payment") to be made by equal quarterly payments ("Provisional
Quarterly Service Charge Payment") in advance (subject to adjustment if the Estimated Expenditure is revised as contemplated by the definition thereof) 





49





 


the
first Advance Payment being a proportionate sum of the Provisional Quarterly Service Charge Payment from and including the date hereof to the quarter day following the date hereof shall be made on
the date hereof 



	7.5
	If
the Service Charge for any Financial Period shall:-



	7.5.1
	exceed
the Advance Payment for the Financial Period the excess shall be paid by the Tenant to the Landlord within 10 working days of written demand or



	7.5.2
	be
less than the Advance payment for that Financial Period the overpayment shall be credited to the Tenant against the next quarterly payment of the Service Charge or in the final
year of the Term shall be repaid to the Tenant within 10 working days after the issue of the said account and certificate






	7.6
	Any
sums paid by the Tenant on account of the Service Charge shall until expended be held by the Landlord or the Landlord's managing agent in a separate account with interest to
accrue to the account and not the Landlord which said sums with interest shall belong to the Tenant until the relevant expenditure in respect thereof has been incurred



	7.7
	Any
omission by the Landlord to include in any Financial Period a sum expended or a liability incurred in that Financial Period shall not preclude the Landlord from including such sum
or the amount of such liability in the subsequent Financial Period as the Landlord shall reasonably determine



	7.8
	The
Landlord shall be entitled at its discretion to employ agents contractors and such other persons as it may think fit and to delegate its duties and powers to them and their
reasonable and proper fees and expenses including Value Added Tax shall form part of the Expenditure



	7.9
	If
at any time during the Term the Net Internal Area of the Lettable Areas shall change or other circumstances shall arise making the then Service Charge Percentage unreasonable or
inequitable (whether or not relating to individual items of Expenditure) the Landlord shall be entitled to alter the Service Charge Percentage to such other percentage as it may reasonably determine



	7.10
	The
Landlord may at its reasonable discretion withhold add to extend vary or make any alterations to any of the services from time to time if the Landlord shall reasonably deem it
desirable to do so for the more efficient management security and operation of the Building or for the comfort of the tenants in the Building PROVIDED THAT the foregoing shall not result in the
services being so extended varied or altered so as to adversely affect in any material manner the Tenant's enjoyment and occupation of the Demised Premises



	7.11
	The
provisions of this clause shall continue to apply notwithstanding the expiration or sooner determination of the Term but only in respect of the period down to such expiration or
sooner determination the Service Charge for that Financial Period being apportioned for the said period on a daily basis



	7.12
	Any
dispute or difference arising between the parties hereto as to their respective rights duties and obligations hereunder or as to any matter arising out of or in connection with
the subject matter of this Clause 7 and save where otherwise specifically provided by this Clause 7 shall be referred to and determined by an independent building or investment surveyor
being professionally qualified in respect of the subject matter of the dispute or difference for not less than 10 years who is a specialist in relation to such subject matter such independent
person to be agreed between the parties hereto within 21 days of the dispute arising or failing such agreement to be nominated by the President or the Vice President for the time being or other
duly authorised offer of the Royal Institution of Chartered Surveyors on the application of either party hereto 



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	7.13
	Whenever
a person is to be appointed under this clause 7 such person shall act as an arbitrator pursuant to the Arbitration Act 1996


 



	8
	OPTION TO DETERMINE



If
the Tenant wishes to determine this Lease they may do so on 20th March 2014 on the expiration of the (the fifteenth anniversary of the Term Commencement Date) ("the Date") and
gives to the Landlord not less than 9 months' previous notice in writing ("Tenant's Notice") to that effect and has up to the Date paid the First Rent and delivers up vacant possession of the
Demised Premises to the Landlord in accordance with the covenants contained in this Lease then on the Date the Term shall immediately cease and determine but without prejudice to any rights or claims
the Landlord may have against the Tenant in respect of any antecedent breach of covenant or condition 




IN WITNESS whereof the parties hereto have executed this Lease as a deed the day and year first above written 


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Exhibit 10.22


SCHEDULE 1: THE PREMISES

SCHEDULE 2: THE SUBJECTIONS

SCHEDULE 3