##### 



Exhibit 10.5.10
 DATED 9th July 1998
 WESLEYAN ASSURANCE SOCIETY
 - and -
 PROCTER & GAMBLE (L&CP) LIMITED and
PROCTER & GAMBLE (HEALTH & BEAUTY CARE) LIMITED
 - and-
 PROCTER & GAMBLE LIMITED
 - and-
 TOTAL RESEARCH LIMITED
 -and -
 TOTAL RESEARCH CORPORATION
 
 LICENCE TO UNDERLET AND
RELEASE OF OBLIGATION




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DEED OF LICENCE
 PARTICULARS
 (A)
    
    DATE OF DEED
    
    :
    
    9th July 1998(B)
    
    PARTIES TO DEED
    
    :(1) Landlord
    
    :
    
    WESLEYAN ASSURANCE SOCIETY of Colmore
Circus Birmingham B4 6AR(2) Tenant
    
    :
    
    PROCTER & GAMBLE (L&CP) LIMITED and
PROCTER & GAMBLE (HEALTH & BEAUTY CARE)
LIMITEDof Hedley House St. Nicholas Avenue Gosforth Newcastle
upon Tyne(3) Tenants Surety
    
    :
    
    PROCTER & GAMBLE LIMITEDof
Hedley House St. Nicholas Avenue Gosforth
Newcastle upon Tyne NE99 1EE(4) Undertenant
    
    :
    
    TOTAL RESEARCH LIMITED of Mulliner
House Flanders Road London W4 1NN(5) Undertenants Surety
    
    :
    
    TOTAL RESEARCH CORPORATION of
Independence Way CN 5305 Princeton New Jersey
USA incorporated in the State of Delaware
whose address for service in England is
Mulliner House Flanders Road London W4
1NN(C)
    
    BRIEF DESCRIPTION OF
DEMISED PREMISES
    
    :
    
    Watermans Park High Street Brentford(D)
    
    BRIEF PARTICULARS OF LEASE
    
    :




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(1) Date of Lease
    
    :
    
    27th June 1985 as varied by a Deed of
Substitution of Guarantor dated 14th
October 1988 and made between Oxford & Cambridge
Developments Ltd (1) Max Factor Ltd (2)
International Playtex Inc(3) and Revlon Inc(4)
and by a Deed of Variation also dated 14th
October 1988 and made between Oxford and
Cambridge Developments Ltd(l) Max Factor
Ltd(2) Revlon Inc(3) and by a Deed of
Substitution of Guarantor dated 20th
September 1991 and made between Provident Mutual Life
Assurance Association(l) Max Factor Ltd(2)
Revlon Inc(3) and Procter & Gamble Ltd(4)
and by a Deed of Variation made 14th May
1998 and made between the Landlord(1) The
Tenant(2) and the Surety(3)(2) Length of Lease
    
    :
    
    25 years(3) Commencement Date
    
    :
    
    24th June 1985(E)
    
    BRIEF DESCRIPTION OF
UNDERLET PREMISES
    
    :
    
    Watermans Park High Street Brentford(F)
    
    BRIEF PARTICULARS OF
UNDERLEASE
    
    :(1) Length of Term
    
    :
    
    Until 21st June 2010 (subject to a right to
break on 24.6.2005)(2) Term Commencement Date
    
    :
    
    To be advised(3) Rent First Reserved
    
    :
    
    £187,677-00(4) Rent Commencement Date
    
    :
    
    15 Calendar months from [     ](5) Rent Review Date
    
    :
    
    24th June 2005(6) Specified User
    
    :
    
    Office purposes and car parking(G)
    
    COVENANTS IN LEASE
    
    :
    
    3.32
 THIS DEED BETWEEN




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SUPPLEMENTAL
 WHEREAS
      WITNESSETH
 1.1 IN HEREBY GRANTS
 2




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1.2
IN
 1.3 THE
     3




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4




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2. THE HEREBY COVENANT
  5




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3. THE HEREBY COVENANT
 4.
THE Tenant HEREBY FURTHER COVENANTS
 5.
IT IS HEREBY EXPRESSLY AGREED AND DECLARED
   6




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6. IN
 7. THE
 IN WITNESS
 The Common Seal of WESLEYAN
    
    )ASSURANCE SOCIETY was hereunto
    
    )affixed in the presence of:-
    
    )Director
    
    [ILLEGIBLE]Asst. Secretary
    
    [ILLEGIBLE]The Common Seal of PROCTER &
    
    )GAMBLE (L & CP) LIMITEDwas
    
    )
    
    
    
    [SEAL]hereunto affixed in the presence of:-
    
    )Director
    
    [ILLEGIBLE]Secretary
    
    [ILLEGIBLE]
 7




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The Common Seal of PROCTER &
    
    
    )GAMBLE (HEALTH & BEAUTY CARE)
    
    
    )
    
    
    
    
    [SEAL]LIMITED was hereunto affixed in the
    
    
    )presence of :-
    
    
    )Director
    
    [ILLEGIBLE]Secretary
    
    [ILLEGIBLE]The Common Seal of PROCTER &
    
    
    )GAMBLE LIMITED was hereunto
    
    
    )
    
    
    
    
    [SEAL]affixed in the presence of :-
    
    
    )Director
    
    [ILLEGIBLE]Secretary
    
    /s/ A. J. AppletonThe Common Seal of TOTAL RESEARCH
    
    
    )
    
    
    A. J. AppletonLIMITEDwas hereunto affixed in the
    
    
    )
    
    
    Appointed as authorisedpresence of :-
    
    
    )
    
    
    signatory of the CompanyDirector
    
    [ILLEGIBLE]Secretary
    
    [ILLEGIBLE]Signed as a deed on behalf of TOTAL
    
    
    )RESEARCH CORPORATION, a company
    
    
    )incorporated in Delaware USA,
    
    
    )by
    
    
    )being [a] person/s who in accordance with
    
    
    )the laws of that territory is/are acting under
    
    
    )the authority of the company
    
    
    )Authorised signatory
    
    [ILLEGIBLE]
 8




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DATED 1999
 (1)
    
    PROCTER & GAMBLE (L&CP) LIMITED
and PROCTER & GAMBLE (HEALTH & BEAUTY CARE) LIMITED-and-(2)
    
    TOTAL RESEARCH LIMITED-and-(3)
    
    TOTAL RESEARCH CORPORATION
  
 UNDERLEASE
 
 TITMUSS SAINER DECHERT




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THIS UNDERLEASE made the
    
    1999 BETWEEN
 (1)
    
    PROCTER& GAMBLE (L&CP) LIMITED whose registered office is at Headley House St.
Nicholas Avenue Gosforth Newcastle-upon-Tyne NE99 1 EE a
company registered in England under number 3288185 and PROCTER & GAMBLE (HEALTH & BEAUTY CARE) LIMITED whose
registered office is at The Heights Weybridge Surrey a company registered in England under
number 436549 (hereinafter together called the Lessor which expression shall where the
context so admits include the person for the time being entitled to the reversion
immediately expectant on the determination of the term hereby granted)(2)
    
    TOTAL RESEARCH LIMITED whose registered office is situate at Mulliner House
Flanders Road London W4 1NN Company Number 2802862 (hereinafter called the Lessee which
expression where the context so admits shall include the successors in title of the Lessee)
and(3)
    
    TOTAL RESEARCH CORPORATION whose registered office is at Independence Way CN 5305
Princeton New Jersey USA a company registered under the laws of Delaware USA and whose
address for service in England is at Mulliner House Flanders Road
London W4 1NN (hereinafter called the Guarantor).
 WITNESSETH
 1.
    
    DEFINITIONS1.1
    
    In this Lease:-1.1.1
    
    the term means the term of years hereby created1.1.2
    
    these Presents means this Lease and any document which is supplemental
 1




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thereto or which is entered into pursuant to or in accordance with the terms
hereof1.1.3
    
    the demised premises means the land hereinafter described together with the
appurtenances thereto belonging and together also with any building or part of a building now
or hereafter erected thereon or on any part thereof including all boundary walls and fences
(other than party walls and party fences) drains sewers pipes wires cables gutters conduits
ducts and other media sanitary and water apparatus and things forming part of and serving the
same and all additions alterations and improvements thereto which may be made during the term
and all Landlords fixtures and fittings from time to time in and about the same
including all plant installations apparatus and machinery used in connection with the demised
premises and all carpets wall coverings and panelling and light fittings1.1.4
    
    The Superior Lease means an Underlease dated the 27th June 1985 and made between
Crowvale Properties Limited (1) the Lessor (2) and International Playtex Inc. (3)1.1.5
    
    The Planning Acts means the Town and Country Planning Acts for the time being in
force and any order instrument plan regulation permission consent and direction made or issued
thereunder or deriving therefrom1.1.6
    
    Development shall have the meaning ascribed to it in the Planning Acts1.1.7
    
    interest means interest at the rate of 3% over Lloyds Bank Base
Rate or its equivalent from time to time prevailing1.1.8
    
    The President means the President for the time being of the Royal Institution
of Chartered Surveyors or his duly appointed deputy1.1.9
    
    the Insured Risks means loss or damage by fire and special perils
 2




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including but without prejudice to the generality of the foregoing lightning
explosion impact aircraft earthquake riot civil commotion and malicious damage storm
tempest or flood bursting or overflowing of water tanks boilers apparatus or pipes
and such other risks (whether or not in the nature of the foregoing) as
the Lessor may from time to time reasonably require1.1.10
    
    An accepted part means one or more complete suites of offices each suite being
shown edged blue on the Plans including in the case of a sub-letting of more than one suite
of offices (at the option of the Tenant) any common parts and services exclusively serving
the suites of offices to be underlet1.1.11
    
    the Plans means the drawings
numbered 994/101/B, 994/102/B 994/104/B and
994/105/A annexed hereto1.1.12
    
    the common parts means the areas referred to in Clause 3(2) of the Lease dated
14th June 1985 and made between The Mayor and Burgesses of the London Borough of Hounslow
(1) and Crowvale Property Limited (2) but (for the avoidance of doubt) shall not include the
adjoining area of the Arts Centre shown on the Plans other than the said area shown coloured
blue on the plan attached to the said lease1.1.13
    
    the Registered Entries means all matters referred to in the property and
charges register of title number NGL5323921.1.14
    
    the Construction Regulations the Construction (Design and Management)
Regulations 1994 and all regulations and orders made pursuant therto;AND in these presents where the context so admits1.1.15
    
    words importing the masculine gender shall include the feminine gender and words importing
the singular number only shall include the plural number and vice versa and words importing a
person and all references to a person shall
 3




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##### 



include a corporation1.1.16
    
    should the Superior Lease later be determined or merged with a superior interest or in any
other circumstances cease to exist this Lease shall nevertheless be read and construed as if
the Superior Lease still subsisted1.1.17
    
    where there are two or more persons included in the
expression the Lessor and/or the
Lessee covenants contained in these presents which are expressed to be made by the Lessor
and/or the Lessee shall be deemed to be made by such persons jointly and severally1.1.18
    
    in any case in which the consent or agreement of the Lessor is required under this Lease the
giving of such consent by the Lessor shall be conditional upon the
consent or agreement of any superior landlord being obtained wherever required under the Superior
Lease but nothing in this Lease shall be construed as implying that any superior
landlord cannot unreasonably refuse any such consent1.1.19
    
    any covenant in this Underlease by the Lessor not to do an act or thing shall be deemed to
include an obligation not to agree or suffer such act or thing to be done and to use
reasonable endeavours to prevent such act or thing being done by another person2.
             THE TENANCY2.1
    
    In consideration of the rents and covenants on the part of the Lessee hereinafter reserved
and contained the Lessor HEREBY DEMISES unto the Lessee
ALL THAT piece or parcel of land Together with the building erected thereon or on some part thereof known as
Watermans Park High Street Brentford in the London Borough of Hounslow shown
coloured brown and red on the Plans but excluding the River Wall shown coloured green on the
drawing numbered 994/101/B TOGETHER WITH the rights specified in the
 4




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First Schedule hereto EXCEPT AND RESERVING the rights and matters
specified in the Second Schedule hereto TO HOLD the same unto the Lessee for
a term of years from and including the [                       ] and expiring on 21st June 2010 subject to
the Registered Entries and the rights excepted and reserved by the Superior Lease
and all easements and similar rights and privileges forthwith the demised premises
are subject under the Superior Lease YIELDING AND PAYING therefor to the
Lessor FIRST from [                      ] until the twenty third day of June Two thousand and five the yearly rent of ONE HUNDRED AND EIGHTY SEVEN THOUSAND SIX HUNDRED AND SEVENTY SEVEN
POUNDS (£l87,677.00) and thereafter such yearly rent as shall become
payable under the Third Schedule hereto such rent to be paid in advance on the usual
quarter days by equal quarterly instalments without any deduction (except for such
tax as the Lessee may be authorised by law to deduct) the first
such payment in respect of the period from [                     ] until the quarter day thereafter to
be made on [the quarter day preceding Rent Commencement
Date] AND
SECONDLY by way of further rent a sum or sums equal to the cost and the expenses
incurred or paid by the Lessor in or incidental to the Lessor complying with its
insurance obligations or rights hereinafter contained such further rent to be paid
to the Lessor on demand3.
    
    LESSEES COVENANTS3.1
    
    THE LESSEE HEREBY COVENANTS with the Lessor to the intent that its obligations
hereinafter contained shall continue throughout the term as follows:-3.2
    
    Pay RentsTo pay the said respective rents including any further rent payable hereunder at the
times and in the manner aforesaid
 5




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3.3
    
    InterestTo pay interest to the Lessor on any rent or other sums of money payable by the
Lessee to the Lessor under these presents if the same shall not have been received
by the Lessor within 7 days of the same becoming payable and in such event interest
shall be calculated on a day to day basis for the period from the date upon which
such money became payable until the date of receipt of payment by the Lessor and the
aggregate amount for the time being so payable shall at the option of the Lessor be
recoverable by action or as rent in arrear PROVIDED that nothing in this
sub-clause contained shall entitle the Lessee to withhold or delay any payment of
rent or other sums of money after the date upon which it first falls due or in any
way prejudice affect or derogate from the rights of the Lessor under the proviso for
re-entry hereinafter contained3.4
    
    Pay rates etc.To bear pay and discharge and at all times to keep the Lessor fully indemnified from
and against all liability in respect of all rates taxes duties charges assessments
impositions and outgoings whatsoever (whether parliamentary parochial local or
otherwise) which now are or may at any time hereafter during the term be charged
levied assessed or imposed upon the demised premises or upon the owner or occupier
in respect thereof and without prejudice to the generality of the foregoing to pay
any tax levy duty charge or imposition whatsoever arising as a result of the sale
transfer underletting or other disposition or the deemed sale transfer underletting
or other deemed disposition of the demised premises or any part thereof by the
Lessee or any person under its control or any person deriving title under or through
the Lessee3.5
    
    Maintain lift boiler and air conditioning plantTo keep all lighting heating ventilation air conditioning and drainage plant
 6




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installations hot and cold water and sanitary systems lifts and tire equipment
(including electrical wiring gas oil and other necessary pipes) and all machinery
and apparatus used in connection therewith as may from time to time be in the
demised premises in good and safe working order repair and condition (damage by the
Insured Risks excepted unless the policy or policies of insurance effected by the
Lessor shall have been rendered void or payment of the insurance monies thereunder
be refused in whole or in part by reason of or arising out of any act omission
neglect or default by or on the part of the Lessee or any sub-lessee or any person
under the control of the Lessee or any sub-lessee) and from time to time to replace
the same or any of them by suitable articles or equipment of similar and modern
kind and equal value to the reasonable satisfaction of the Lessor or its Surveyors3.6
    
    Contributions3.6.1
    
    To pay and contribute one half
of all expenses of repairing rebuilding
renewing redecorating scouring cleansing
maintaining lighting where
applicable and insuring the common parts
together with one half of the cost of
insuring the common parts together with one
half of the amount of all rates taxes duties
charges assessments levies impositions and
outgoings whether parliamentary parochial
local or of any other description which are
now or may at any time hereafter be taxed
assessed charged levied or imposed upon or
payable in respect of the common parts
provided always that the Tenant shall not be
obliged to contribute towards any such costs
where such works have
been carried out prior to [          ]3.6.2
    
    To pay the reasonable and proper fees of any managing agents appointed by the Superior
Lessor of the Superior Lease for the management of the demised premises
 7




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3.7
    
    RepairAs often as may be necessary well and substantially to repair renew rebuild maintain
decorate and clean and at all times to put and keep in good and substantial repair
and condition the demised premises (damage by the Insured Risks excepted unless the
policy or policies of insurance effected by the Lessor been rendered void or payment
of the insurance monies be refused in whole or in part by reason of or arising out
of any act omission neglect or default by or on the part of Lessee or any sub-lessee
or any person under the control the Lessee of or any sub-lessee)3.8
    
    Paint ExteriorIn every third year of the term and also during the last year thereof (howsoever the
same may be determined) to paint in a proper and workmanlike manner with
two coats at least of good quality paint of a colour which if different from the
present colour shall be previously approved in writing by the Lessor or its surveyor
(such approval not to be unreasonably withheld or delayed) all outside parts of the
demised premises usually painted or which ought to be painted including any stucco
work and with every such outside painting to polish all outside parts of
the woodwork usually polished and from time to time as the Lessor shall reasonably
consider necessary to clean the brickwork and stonework and to restore point and
make good the brickwork stucco and stonework where necessary and generally to carry
out all such works with good quality materials of their several kinds available and
in a good and workmanlike manner3.9
    
    Paint InteriorIn the fifth year of the term and thereafter once in every five years of the term
and also during the last three months thereof (howsoever the same may be determined)
to paint with two coats at least of good quality paint and in
 8




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respect of the painting during the last three months of a colour to be
previously approved in writing by the Lessor or its Surveyor (such approval not to
be unreasonably withheld or delayed) and well and sufficiently to grain varnish
paper plaster whiten and emulsion all the interior part of the demised premises as
are usually or which ought to be grained varnished papered plastered whitened and
emulsioned and generally to redecorate throughout restoring and making good the
demised premises and to carry out all the work required by this clause with good
quality materials of their several kinds available and in a good and workmanlike
manner3.10
    
    Tenants insuranceAt all times during the term to insure and keep insured in the joint names of the
Lessor and the Lessee with an insurance company to be approved first in writing by
the Lessor (such approval not to be unreasonably withheld or delayed) any plate
glass in the demised premises against loss damage or destruction for the full
replacement value thereof and to pay all premiums necessary for that purpose and
whenever required to produce to the Lessor or its agent the policy of insurance and
the receipt for the current years premium and to cause all money received by virtue
of such insurance to be forthwith laid out in reinstating such glass and
to make up any deficiency out of its own monies Provided Always that if the Lessee
shall at any time fail to keep such insurance or fail to produce the policy or last
receipt as aforesaid then the Lessor may (but shall be under no obligation to do so)
effect and maintain such insurance and any monies expended by the Lessor for that
purpose shall be recoverable from the Lessee on demand3.11
    
    InspectTo permit the Lessor and its agents and all others reasonably authorised by the
Lessor with or without workmen to enter upon the demised premises at
all reasonable times during the term on giving at least forty-eight
hours previous
 9




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written notice (except in emergency) to inspect the same and ascertain how the same
are being used and occupied or to estimate the current value thereof for insurance
or mortgage or for the purpose of ascertaining the rent of the demised premises or
other such purposes and to view the state of repair and condition thereof and to
take a Schedule of the Lessors fixtures and of any dilapidations and to exercise
the rights hereinafter excepted and reserved3.12
    
    Lessors noticeWell and substantially to made good all defects and wants of reparation of which
notice in writing shall be given to or left on the demised premises for the Lessee
by the Lessor and for which the Lessee is liable hereunder within two calendar
months or as soon as reasonably practicable after the giving or leaving of such
notice or sooner if requisite but to commence to make good the same within
one month after the giving or leaving of such notice or sooner if requisite and
if the Lessee fails to comply with any such notice it shall be lawful (but not
obligatory) for the Lessor (without prejudice to the right of re-entry hereinafter
contained) to enter upon the demised premises to make good the same at the cost of
the Lessee which cost shall be repaid by the Lessee to the Lessor on demand together
with all solicitors and surveyors reasonable charges and other expenses which may
be incurred by the Lessor in connection therewith together with interest thereon in
each case from the date of payment by the Lessor3.13
    
    Right of entryTo permit the Lessor and its agents at all reasonable times with or without workmen
on giving at least forty-eight hours previous notice (except in the case of
emergency) to the Lessee where practicable to enter and remain upon the demised
premises for the purpose of executing repairs and alterations to adjoining premises
such persons causing as little damage and disturbance as possible and forthwith
making good all damage done thereby to the demised
 10




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premises3.14
    
    Inflammable materialsNot to bring or permit to be brought into the demised premises or to place or store
or permit to be placed or stored or to remain in or about the demised premises any
article or thing which is dangerous combustible inflammable radio-active toxic
corrosive or explosive PROVIDED THAT the Lessee is permitted to keep
cosmetic preparations and photographic materials in the demised premises and not to
carry on or do or permit to be carried on or done thereon any hazardous trade or
act in consequence of which the Lessor would or might be prevented from insuring
the demised premises or any adjoining property for the time being owned by the
Lessor at the ordinary rate of premium or whereby any insurance effected in respect
of any such property would or might be vitiated or prejudiced and not without the
written consent of the Lessor to do or allow to be done anything whereby any
additional premium may become payable for the insurance of the demised premises or
any such adjoining property and then not unless the Lessee shall be willing to bear
all extra insurance premiums thereby occasioned and to comply at all times during
the term with all conditions and recommendations which may be imposed or made by
the insurers with whom the Lessor effects the insurance of the demised premises
Provided that the Lessor shall use reasonable endeavours to supply to the Lessee
upon request a copy of or extract from any relevant insurance policy and of all
endorsements thereon relative to the demised premises3.15
    
    Heavy objects3.15.1
    
    Not to suspend or permit to be suspended any weight from the roof or ceilings or roof or
ceiling members of the demised premises which is likely to cause damage to the demised
premises nor to place or keep or permit to be placed or kept in the demised premises any
heavy articles or machinery in such position
 11




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or in such quantity or weight or otherwise in such manner howsoever as to
exceed the load bearing capabilities of the floors or structure of the demised
premises and not to do or cause to be done any act which would cause loadings upon
or the stability of any neighbouring property or building to be adversely affected3.15.2
    
    Not to place or permit to be placed or permit to remain any goods parcels refuse or rubbish
in or about the common parts staircase lifts corridor landings passages entrances forecourts
service and car park areas or courtyards of or within the curtilage of the demised premises or
otherwise obstruct or permit the obstruction of the same and not to convey or permit to be
conveyed any goods or parcels in the passenger lifts of the demised premises which are likely
to exceed their load bearing capabilities3.16.1
    
    NuisanceNot to carry on use or permit the demised premises to be used for any noisy noisome
offensive or dangerous trade manufacture business or occupation nor for any illegal
or immoral purpose nor do or suffer to be done on the demised premises any act
matter or thing whatsoever which may be or tend to become an annoyance nuisance
damage disturbance or inconvenience to the prejudice of the Lessor or to the
adjoining or neighbouring premises or to the owners or occupiers thereof or any of
them or which may render the Lessor or the Lessee liable to any notice under any
Public Health Act for the time being in force or for any purpose or in any way which
would constitute a breach of any of the provisions of any private or public Act or
Acts of Parliament for the time being in force or any regulations or by-laws made by
any competent public or local authority3.16.2
    
    Public showsNot to permit it any sale by auction or public exhibition or public show or
 12




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spectacle or political meeting to take place on the demised premises3.17
    
    UseNot to use or occupy or permit the demised premises to be used or occupied otherwise
than for office purposes and for car parking Provided always and
the Lessee hereby acknowledges and admits that notwithstanding the foregoing
provisions as to the user of the demised premises the Lessor or its agents do not
thereby or in any other way give or make or have given or made at any other time any
representation or warranty that any such use is or will be or will remain a
permitted use within the provisions of the Planning Acts nor shall any consent in
writing which the Lessor may hereafter give to any change of use be taken as
including any such representation or warranty and that notwithstanding that any such
use as aforesaid is not a permitted use within such provisions as aforesaid the
Lessee shall remain fully bound and liable to the Lessor in respect of the
obligations undertaken by the Lessee by virtue of these presents without
any compensation recompense or relief of any kind whatsoever3.18
    
    Alterations3.18.1
    
    Not to overload the electricity wiring or cables and not to make any alterations or
additions to the electrical installation air conditioning apparatus wiring plumbing drainage
heating water and other pipes or other services of the demised premises without the prior
consent in writing of the Lessor (such consent not to be unreasonably withheld or delayed) and
then such alterations are to be in accordance with the terms and conditions laid down by the
appropriate Institute or other body if any as the case may be3.18.2
    
    Not to make any structural alteration or addition whatsoever in or to the demised premises
or any part thereof or charge the existing design elevation or appearance or the external
decorative scheme thereof or cut maim or
 13




---



##### 



remove any of the walls horizontal or vertical beams columns or other parts
thereof3.18.3
    
    Not to make any alterations or additions to or remove any internal partitions which are
Lessors fixtures and fittings of a non-load bearing nature without the prior
consent in writing of the Lessor such consent not to be unreasonably withheld or delayed so
that for the avoidance of doubt consent is not required in respect of any alterations or
additions to or for the removal of any internal partitioning of a non-structural nature
which are not Lessors fixtures and fittings3.18.4
    
    Upon making any applications to the Lessor pursuant to the provisions of this Clause the
Lessee shall submit to the Lessor at least six copies of the plans and specifications in
respect of such works and shall if required supply such further copies as the Lessor may
reasonably require3.18.5
    
    To remedy immediately upon notice in writing from the Lessors agents any breach of the
covenants in this Clause 3.18 and in the event of failure so to do for the space of
fourteen days after such notice then it shall be lawful for the Lessor or its servants
contractors agents and workmen to enter upon the demised premises and remove such new
buildings structures alterations additions or interferences and execute such other
requisite works all expenses of so doing to be paid to the Lessor by the Lessee as a
liquidated debt on demand3.18.6
    
    If the Lessor shall
so require at the expiration
of the term (howsoever the
same is determined) to
procure that the demised
premises are reinstated to
the same state and condition
in which they were at the
date of grant of the
Superior Lease and were
before the carrying out of
any alterations additions or
works to the demised
premises such reinstatement
and all works in connection
therewith to be carried out
with good quality materials
and in a
workmanlike manner to
the satisfaction in all
respects and under the
supervision of the Lessors
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Surveyor3.19
    
    EncroachmentNot by building or otherwise to stop up or darken any window or light in the
demised premises nor to stop up or obstruct any access of light enjoyed to any
premises the estate or interest whereof in possession or reversion now is or
hereafter may be in the Lessor or in any person in trust for it nor permit any new
wayleave easement right privilege or encroachment to be made or acquired into
against or upon the demised premises and in case any such wayleave easement right
privilege or encroachment shall be made or attempted to be made to give immediate
notice thereof to the Lessor and to permit the Lessor and its agents to enter upon
the demised premises on giving at least forty-eight hours previous written notice
to the Lessee for the purpose of ascertaining the nature of any such wayleave
easement right privilege or encroachment and at the request of the Lessor but at
the cost of the Lessee to adopt such means as may be reasonably required or deemed
proper for preventing any such encroachment or the acquisition of any such wayleave
easement right privilege or encroachment3.20
    
    Prescriptive rightsNot to give to any third party any acknowledgement that the Lessee enjoys the
access of light to any of the windows or openings in the demised premises by the
consent of such third party nor to pay to such third party any sum of money nor to
enter into any agreement with such third party for the purpose of inducing or
binding such third party to abstain from obstructing the access of light to any
windows or openings and in the event of any of the owners or occupiers of adjacent
land or buildings doing anything which obstructs the access of light to any of the
said windows or openings to notify the same forthwith upon discovery to the Lessor
and to permit the Lessor to bring such proceedings as it may think fit in the name
of the Lessee but at the joint cost of
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the Lessor and the Lessee against any of the owners and/or occupiers of the adjacent
land in respect of the obstruction of the access of light to any of the windows or
openings in the demised premises3.21
    
    Adjoining worksNot at any time during the term to bring any action or make any claim or demand on
account of any injury to or diminution of light or air to the demised premises or
any window or apertures thereof in consequence of the erection of any building or
the alteration of any building on any land adjacent neighbouring or opposite to the
demised premises for which the Lessor shall have given its consent or for which the
Lessor may give its consent pursuant to any power reserved by these presents or in
respect of any easement right or privilege granted or to be granted by the Lessor
for the benefit of any building erected or to be erected on any land adjacent
neighbouring or opposite to the demised premises and (if required) to concur with
the Lessor at the Lessees expense in any consent which it may give or any grant
which it may make as hereinbefore mentioned3.22
    
    SignsNot at any time during the term to erect paint affix exhibit or display or
permit to be erected painted affixed exhibited or displayed any bill placard
advertisement inscription or other sign whatsoever in or upon the demised premises
(including the windows thereof) other than as shall previously have been approved in
writing by the Lessor such approval not to be unreasonably withheld PROVIDED
THAT the Lessee can without such approval erect and display a board upon the
demised premises in connection with the letting of the whole or parts of the demised
premises
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3.23
    
    Cleaning3.23.1
    
    At all times during the term to keep the demised premises in clean and tidy condition and
clear of all rubbish and to clean at least once every month the inside and outside of the
windows of the demised premises and all surfaces usually cleaned3.23.2
    
    At all times during the term to keep and maintain all landscaped areas comprised in the
demised premises in a good and tidy condition and properly planted and cultivated to the
reasonable satisfaction of the Lessor3.24
    
    Preparing notices3.24.1
    
    To pay all reasonable and proper costs and expenses (including Solicitors costs and
Surveyors fees) incurred by the Lessor incidental to the preparation and service of any
Notice under Section 146 of the Law of Property Act 1925 and/or incurred in or in
contemplation of proceedings under Sections 146 and/or 147 of that Act or any statutory
modification or re-enactment thereof notwithstanding in any such case that forfeiture may he
avoided otherwise than by relief granted by the Court3.24.2
    
    To pay all reasonable and proper costs and expenses (including Solicitors costs and
Surveyors fees) incurred by the Lessor incidental to the preparation and service of any
Notice and/or Schedule relating to a Schedule of Dilapidations and whether or not the same is
served during or after the expiration or sooner determination of the term (howsoever the same
may be determined) (but relating in all cases only to dilapidations which accrued prior to the
expiration or sooner determination of the term)3.25
    
    Acts of ParliamentSubject to the provisions of the next following clause hereof to execute all
 17




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works and do all such things as are or may under or in pursuance of any Act of
Parliament (including but without prejudice to the generality of the foregoing the
Office Shops and Railway Premises Act 1963 the Defective Premises Act 1972 and the
Health and Safety at Work etc. Act 1974 but excluding the Defective Premises Act
1972 in so far as it imposes any obligations upon the Lessor) already or hereafter
to be passed be directed or required to be done or executed at any time during the
term upon or in respect of the demised premises or the Lessees user thereof
whether by the Lessor and/or the Lessee thereof (including without prejudice to the
generality of the foregoing the erection of notices on the demised premises as
prescribed by any such Act of Parliament) and at all times during the term to
conform in all respects with the provisions of any instruments regulations orders
directions or consents made or issued under any general or local Act of Parliament
or deriving validity therefrom and to comply forthwith with any notices which may
be served by any competent authority and if called upon so to do to produce to the
Lessor all plans and documents and other evidence proving that the provisions of
this sub-clause have been performed and save as hereinbefore provided at all times
during the term to indemnify the Lessor from and against all actions proceedings
costs expenses claims and demands arising out of any failure by the Lessee to
observe or perform any of its obligations under these presents and not to do or
permit to be done on the demised premises any act or thing whereby the Lessor may
become liable to pay any penalty imposed or to bear the whole or any part of any
expenses incurred under any such Act instrument regulation order or direction or
consent as aforesaid3.26
    
    Planning ActsIn relation to the Planning Acts:-3.26.1
    
    During the term so often as occasion shall require at the expense in all respects of the
Lessee to obtain all permissions licences consents and approvals as may be required for the
carrying out by the Lessee of any operations on the
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demised premises or for the institution or continuance or renewal by the Lessee
thereon of any use thereof which may constitute development or any step related
thereto within the meaning of the Planning Acts but so that the Lessee shall not
make an application of any kind under the Planning Acts or give any notice to any
Authority of an intention to commence or to carry out any Development or any step
related thereto without the previous written consent of the Lessor which shall not
be unreasonably withheld or delayed and so that the Lessee shall (if and in so far
as it is lawful for the parties hereto to make such an arrangement) indemnify the
Lessor against all charges payable in respect of any such application and shall
also pay to the Lessor reasonable sums in respect of all professional fees and
expenses incurred by the Lessor in connection therewith and the Lessee shall
forthwith after the grant or refusal of such application give to the Lessor full
particulars in writing thereof and (free of costs to the Lessor) supply a copy
thereof for the retention of the Lessor3.26.2
    
    Not to implement any planning permission licence consent or approval until the same has
been submitted to and approved in writing by the Lessor such approval not to be unreasonably
withheld or delayed3.26.3
    
    Unless the Lessor shall otherwise direct to carry out before the expiration or sooner
determination of the term (howsoever the same may be determined) any works stipulated to be
carried out to the demised premises by a date subsequent to such expiration or sooner
determination as a condition of any planning permission which may have been granted to the
Lessee or to a person deriving title through or under or acting on behalf of the Lessee and
to make good all damage thereby caused to the demised premises but so that the Lessee shall
if required by the Lessor without delay restore and reinstate all parts of the demised
premises affected thereby to the same state and condition in which they were before the
carrying out of such works in a good and substantial manner and to the reasonable
satisfaction of the Lessor3.26.4
    
    If called upon so to do to produce to the Lessor all plans documents and other
 19




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evidence proving that the provisions of this clause 3.26 have been compiled
with3.26.5
    
    Subject as hereinbefore provided at all times during the term
to comply in all
respects with the Planning Acts so far as the same relate to or affect the demised
premises or any part thereof or any operations works acts or things already or
hereafter to be carried out executed done or omitted thereon or the use thereof
and to keep the Lessor indemnified in respect thereof3.27
    
    TaxNot to do or permit to be done on or in relation to the demised premises or any
part thereof any act matter or thing (other than the payment of rent hereunder)
which shall render the Lessor liable for any tax levy duty charge or imposition
whatsoever whether parliamentary local parochial or otherwise not to dispose of or
deal with the demised premises in such a way that the Lessor shall be or become
liable for any such tax levy duty charge imposition as aforesaid nor to permit any
such dealings or disposition3.28
    
    Statutory NoticesWithin fourteen days of the receipt of same to give or procure to be given to
the Lessor a copy of every notice in duplicate of whatsoever nature or kind in any
manner affecting or likely to affect the demised premises or the owners tenants or
occupiers thereof and if so required in writing by or on behalf of the Lessor to
produce or cause to be produced to the Lessor the original thereof and also at the
Lessees expense without delay to take all reasonable and necessary steps to comply
with or procure compliance with every such notice or order and if so required in
writing by or on behalf of the Lessor to make or join at the Lessees expense with
the Lessor and any other person for the time being interested in the demised
premises or any adjoining adjacent or neighbouring premises in making such
objections or representations against or
 20




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in respect of any such notice or order or proposal as aforesaid as the
Lessor may reasonably require3.29
    
    Letting and for sale boardsTo permit the Lessor at any time during the term (but only during the last six
months in the case of a re-letting) to fix and retain in a conspicuous position on
the demised premises a notice board or boards for the reletting selling or other
dealing with the same (but not so as to restrict or interfere unreasonably with the
access of light and air to the demised premises or the Lessees business and (in
the case of selling) subject to the approval by the Lessee of the form of wording
on the notice board such approval not to be unreasonably withheld or delayed) and
not to take down or obscure the said notice board and to permit all persons
authorised by the Lessor or its agents to view the demised premises by appointment
with the Lessee at all reasonable hours without interruption3.30
    
    Cost of Licences3.30.1
    
    To pay the Lessors reasonable and proper legal and Surveyors expenses
(including disbursements and stamp duty) on all Licences and the Duplicate copies
thereof resulting from all applications by the Lessee for any consent or approval
of the Lessor or its surveyors required by these presents including charges fees
and disbursements actually incurred in cases where consent is refused or the
application is withdrawn and in connection with reinstatement of the demised
premises as hereinbefore provided3.30.2
    
    In the event of the Lessee committing any breach of any covenant contained in
these presents whether for the payment of rent or otherwise then if the Lessor
shall incur any costs charges and expenses including those of solicitors surveyors
architects and bailiffs to indemnify the Lessor in respect thereof
 21




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3.31
    
    ReimbursementIn the event of the demised premises or any part thereof or any adjoining or
neighbouring premises of the Lessor or any part thereof respectively being damaged
or destroyed by the Insured Risks at any time during the term and the insurance
money under any such insurance effected thereon by the Lessor being wholly or
partly irrecoverable by reason solely or in part of any act or default of the
Lessee its agents servants or workmen or of persons occupying or being upon the
demised premises or any part thereof with the authority or permission of the Lessee
then and in every such case the Lessee will forthwith (in addition to the said
rent) pay to the Lessor the whole or (as the case may require) a fair proportion of
the cost of completely rebuilding and reinstating or repairing the same (as the
case may be) and any dispute as to the proportion to be so contributed by the
Lessee or otherwise in respect of or arising out of this provision shall be
determined by a single arbitrator appointed by either party in accordance with the
provisions of the Arbitration Act 1996 or any statutory modification or
re-enactment thereof for the time being in force3.32
    
    Alienation3.32.1
    
    Not to assign charge or part with or share possession of part only or to share
possession of the whole of the demised premises nor permit any such
assigning charging or parting with or sharing of possession save that the
Lessee may share the occupation of the demised premises with any subsidiary
or associated company as defined by Section 736 of the Companies Act 1985
or a member of the same group of companies as defined by Section 42 of the
Landlord and Tenant Act 1954 without the Lessors consent provided that no
tenancy is thereby created3.32.2
    
    Not to assign the whole of the demised premises without first:-3.32.2.1
    
    obtaining the consent of the Lessor which shall not be unreasonably withheld
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and of the Superior Landlord;3.32.2.2
    
    satisfying, both at the date when the application for consent to assign is made
and continuously until such consent is given, the circumstances specified for
the purposes of section 19(1A) of the Landlord and Tenant Act 1927 and set
out in clause 3.32.3; and3.32.2.3
    
    complying with such of the conditions specified for the purposes of section
19(1A) of the Landlord and Tenant Act 1927, and set out in clause 3.32.4, as
the Lessor may impose.3.32.3
    
    The circumstances referred to in clause 3.32.2.2 are that:-3.32.3.1
    
    no sum due from the Lessee under this Lease remains unpaid;3.32.3.2
    
    in the Lessors reasonable opinion the assignee is a person who is likely to be
able both to comply with the Lessee covenants of this underlease and to
continue to be such a person following the assignment:3.32.3.3
    
    (without prejudice to clause 3.32.3.2) in the case of an assignment to a
company which is in the same group (within the meaning of section 42 of the
Landlord and Tenant Act 1954) as the Lessee, in the Lessors reasonable
opinion the assignee is a person who is, and will remain, no less likely to be
able to comply with the Lessee covenants of this Underlease than the Lessee
making the application for the licence to assign (which likelihood is adjudged
by reference in particular to the financial strength of that Lessee aggregated
with that of any guarantor and the value of any other security for the
performance of the lessee covenants of the Lease when assessed at the date of
the grant or (where the Lessee is not the person to whom this Lease was
originally granted) the assignment of the Lease to that Tenant);3.32.3.4
    
    where the assignee or any guarantor for the assignee (other than any guarantor
 23




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under an authorised guarantee agreement) has the benefit of state or diplomatic
immunity that assignee or guarantor is the government of the United Kingdom, a
department of that government or one of Her Majestys Secretaries of State;3.32.3.5
    
    where the assignee or any guarantor for the assignee (other than any guarantor
under an authorised guarantee agreement) is a corporation registered outside
England and Wales it is registered in (or, otherwise, is resident in) a
jurisdiction in which the order of a court obtained in England and Wales will
be enforced against the assignee or guarantor without any consideration of the
merits of the case; and3.32.3.6
    
    where the superior landlord has not given consent to the assignment to the assignee.3.32.4
    
    The conditions referred to in clause 3.32.2.3 are that:-3.32.4.1
    
    upon or before any assignment and before giving occupation to the assignee
the Lessee making the application for the licence to assign (together with any
former Lessee who by virtue of section 11 of the Landlord and Tenant
(Covenants) Act 1995 was not released on an earlier assignment of this Lease)
shall enter into an authorised guarantee agreement in favour of the Lessor and
(if required) any superior landlord in the terms set out in the Fifth Schedule;3.32.4.2
    
    if so reasonably required by the Lessor the assignee shall upon or before any
assignment and before taking occupation procure one or more guarantors
reasonably acceptable to the Lessor who shall covenant by way of indemnity
and guarantee (if more than one jointly and severally) with the Lessor and (if
required) with any superior landlord in the terms set out in Fourth Schedule;3.32.4.3
    
    if at any time prior to the assignment the circumstances (or any of them)
specified in clause 3.32.3 are no longer satisfied the Lessor may revoke the
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licence by written notice to the Lessee.3.32.5
    
    Subject as hereinafter provided not to sub-underlet or agree to sub-underlet
part only of the demised premises nor to permit any such sub-underletting or
agreement to sub-underlet except an accepted part PROVIDED THAT the
Lessee shall not create agree to create or permit to be created more than a total
number of five sub-underlettings at any one time PROVIDED FURTHER
THAT the Lessee can without the Lessors consent grant licences of the whole
or parts of the car park area comprised in the demised premises provided that
no tenancy is created3.32.6
    
    Not to sub-underlet or agree to sub-underlet the whole or any accepted part of
the demised premises nor to permit any such underletting or agreement to sub-underlet except at a full open market rent without paying or accepting a fine or
premium and to ensure that in every sub-underlease and agreement for
sub-underlease of the demised premises or any part thereof there are provisions
requiring the rent thereby reserved to be reviewed at the same time and in the
same manner as mentioned in these presents.3.32.7
    
    Not to sub-underlet or agree to sub-underlet the whole or any accepted part of
the demised premises nor permit any sub-underlettings or agreements to sub-underlet for all or any part of the term without in every case the licence in
writing of the Lessor which shall not be unreasonably withheld Provided
Always that upon the grant by the Lessee of any such sub-underlease the same
shall be made subject to the lessees covenants and the conditions herein
contained (except the covenant to pay rent) so far as the same apply to the sub-underlet
premises and Provided Further That the Lessor may as a condition of
such consent require the sub-underlessee to execute and deliver to the Lessor a
deed to be prepared by the Lessors solicitors at the cost of the Lessee
containing a covenant by the intended sub-underlessee directly with the Lessor
to perform and observe during the term granted to the sub-underlessee directly
with the Lessor to perform and observe during the term granted to the sub-
 25




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underlessee or (if earlier) until the sub-underlessee is released from its
liabilities to the Lessee pursuant to the provisions of the Landlord and Tenant
(Covenants) Act 1995 the covenants (other than the covenant to pay the rent hereby
reserved but including this present covenant) by the Lessee and the conditions
contained in this lease so far as the same apply to the underlet premises in the
same manner as if such covenants and conditions were repeated in extenso in such
deed with the substitution of the name of the intended sub-underlessee for the name
of the Lessee and with such other alterations as the deaths of the parties or as
other circumstances shall render necessary.3.32.8
    
    On the grant of any permitted sub-underlease to obtain therein and at all times
thereafter to enforce performance and observance of covenants on the part of the
sub-underlessee as follows:-3.32.8.1
    
    an absolute covenant not to assign any part of the sub-demised premises (here
meaning a portion only and not the whole thereof) nor to demise underlet or
otherwise part with possession of any part of the sub-demised premises (other than
an accepted part) or to share occupation of the whole or any part thereof for all
or any part of the sub-term save that the sub-underlessee may share the occupation
of the sub-demised premises with any subsidiary or any associated company as
defined by section 736 Companies Act 1967 or with members of the same group of
companies as defined by section 42 Landlord and Tenant Act 1954 so long as such
companies remain within the same group of companies and on the basis that no
relationship of Landlord and Tenant is thereby created.3.32.8.2
    
    a qualified covenant not to assign demise underlet or otherwise part with
possession of the whole (or in the case of a demise or underletting only an
accepted part) of the sub-demised premises without the licence in writing of the
Lessor the grant of which shall be subject to the same provisions contained in this
clause 3.32 including a requirement for the sub-underlessee on any
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assignment to enter into an authorised guarantee agreement in favour of the Lessor
and the Lessee pursuant to section 16 of the said 1995 Act in terms set out in the
Fifth Schedule under which the sub-underlessee (a) guarantees the performance by
its intended assignee of all the covenants and conditions on the part of the
sub-underlessee to be performed under the sub-underlease (b) the sub-underlessee is
liable to the Lessee and the Lessor as principal debtor (c) the sub-underlessee
will in the event of the sub-underlease being disclaimed by or on behalf of the
intended assignee take from the Lessee but only if so required by the Lessee by
written notice to it within three months after such disclaimer a grant of another
sub-underlease of the sub-demised premises for the residue of the sub-term
unexpired at the date of such disclaimer at the same rent thereinbefore reserved
subject to the like covenants and provisos as are therein contained the
sub-underlessee on the execution of such further sub-underlease to execute and
deliver to the Lessee a counterpart thereof and (d) there are included incidental
or supplementary provisions as are made pursuant to section 16(5)(d) of the said 1995 Act.3.32.8.3
    
    a covenant that the sub-underlessee will cause to be inserted in every sub-underlease whether immediate or derivative covenants on the part of the relevant
sub-underlessee corresponding to the covenants numbered (i) and (ii) above and that
the sub-underlessee will at all times thereafter enforce the same.3.32.9
    
    Not to sub-underlet nor to permit any sub-underletting of any accepted part of
the demised premises without there first being obtained an Order of the Court under
section 38(4) of the Landlord and Tenant Act 1954 (as amended by section 5 of the
Law of Property Act 1969) authorising the exclusion of sections 24-28 (inclusive)
of that Act in relation to the proposed sub-underletting any such sub-underlease to
include an agreement on the part of the lessor and lessee excluding such sections
in relation to the tenancy thereby created.
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3.32.10
    
    Not to charge the whole of the demised premises without the consent of the
Lessor which shall not be unreasonably withheld and of the superior landlord3.33
    
    RegistrationWithin twenty-one days after the date of any assignment of these presents or the
grant of any sub-underlease of the whole or any part of the demised premises or any
assignment of such sub-underlease or the execution of any mortgage or charge
affecting these presents or any such sub-underlease as aforesaid or any transfer or
discharge of any such mortgage or charge or any devolution of the term granted by
these presents or of any such sub-underlease as aforesaid by will intestacy assent
or operation of law or any permitted sharing of possession of the demised premises
to give notice thereof in writing with particulars thereof to the solicitors for
the time being of the Lessor and to produce or cause to be produced to them
(without any demand by any person) for registration a certified copy of the deed
document or instrument effecting such assignment sub-underlease assignment of
sub-underlease mortgage charge transfer or discharge or mortgage or charge or
devolution as aforesaid and to pay or cause to be paid to the solicitors for the
Lessor their reasonable and proper fee for the registration thereof together with
any fees payable to any superior landlord3.34
    
    Yield UpAt the expiration or sooner determination of the term (howsoever the same may be
determined):-3.34.1
    
    quietly to yield up unto the Lessor the demised premises and any plant
installation apparatus and machinery used in connection therewith in such good and
substantial repair and condition and in such good decorative and clean condition
and otherwise as shall be in accordance with the covenants on the part of the
Lessee herein contained together with all fixtures fittings
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improvements and additions which now are or may at any time hereafter be in or
about the demised premises (but excepting Lessees and trade fixtures and fittings)
and in case any of the Lessors fixtures and fittings shall be missing broken
damaged or destroyed forthwith to replace them with other of a similar character
and of equal value and to remove every moulding sign writing or painting of the
name or business of the Lessee or other occupiers from the demised premises and to
remove the Lessees fixtures fittings furniture and effects making good all damage
caused to the demised premises by such removal and3.34.2
    
    to ensure that vacant possession is given of the whole of the demised premises3.35
    
    VAT3.35.1
    
    To pay on demand Value Added Tax (or any other similar tax levied in
addition thereto or in substitution thereof) charged on all sums payable by the
Lessee hereunder and to keep the Lessor indemnified in respect thereof3.35.2
    
    Every obligation on the Tenant under or in connection with this lease to
indemnify the Landlord or any other person against any liability includes an
obligation to indemnify against any VAT chargeable in respect of that
liability.3.36
    
    Head Lease CovenantsTo observe and perform the covenants on the part of the Lessor except as
varied hereby (other than as to payment of rent and insurance premium of the
demised premises) and the conditions contained in the Superior Lease3.37
    
    Compliance with Construction Regulations3.37.1
    
    Where the Construction Regulations apply, to plan, carry out and complete
 29




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any works to the demised premises in all respects in accordance with the
Construction Regulations.3.37.2
    
    Before commencing any works to which the Construction Regulations apply, to make a
declaration that the Lessee is the client in respect of those works for the purposes
of the Construction Regulations and to give to the Lessor a copy of that
declaration and of the acknowledgement of it from the Health and Safety Executive
(or such other authority as may from time to time be appropriate under the
Construction Regulations).3.37.3
    
    Within one month after completion of any works to which the Construction Regulations apply
to give to the Lessor all necessary details of those works for the health and safety file
required to be maintained under the Construction Regulations and if the Lessee shall fail to
do so the Lessor may enter the demised premises to carry out at the cost of the Lessee such
inspections and investigations (including removing or making copies of any documents)
necessary to enable the Lessor to make a complete record of those works and to
obtain such other information as that file should contain.3.37.4
    
    Where the Construction Regulations apply to any works undertaken by the Lessee or any
undertenant to procure in favour of the Lessor a royalty-free irrevocable non-exclusive
licence (which may be assigned or in respect of which sub-licences may be granted) to use and
reproduce any and all documents relating to those works contained in the health and safety
file and the designs and inventions contained in them for any purpose whatsoever connected
with the demised premises.3.37.5
    
    To permit the Lessor to enter the demised premises to inspect and take copies of any
health and safety file maintained by the Lessee or any undertenant under the Construction
Regulations.3.37.6
    
    At the expiry or sooner determination of the term to give to the Lessor any
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health and safety file relating to the demised premises maintained by the Lessee or
any undertenant pursuant to the Construction Regulations.3.38
    
    Consent to Lessors releaseNot unreasonably to withhold consent to a request made by the Lessor under section 8
of the Landlord and Tenant (Covenants) Act 1995 for a release from the landlord
covenants of this lease.4.
    
    LESSORS COVENANTS4.1
    
    THE LESSOR HEREBY COVENANTSwith the Lessee as follows:4.2
    
    Quiet EnjoymentThat the Lessee paying the rent hereby reserved and observing and performing the
Lessees covenants and conditions herein contained shall and may peaceably hold and
enjoy the demised premises during the term without any lawful interruption by the
Lessor or any person rightfully claiming through under or in trust for it or by
title paramount4.3
    
    Head LeaseTo pay the rent reserved by the Superior Lease and to perform and observe the
covenants and conditions contained therein except so far as the same fall to be
performed and observed by the Lessee under the provisions of this Underlease and at
the request and cost of the Lessee to use reasonable endeavours to procure the
performance and observance of the covenants on the part of the superior landlord
contained in the Superior Lease for the benefit of the Lessee and to forthwith
account to the Lessee for payment of any monies received by the Lessor from the
Superior Landlord pursuant to such covenants
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5.
    
    GENERAL PROVISIONS5.1
    
    PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLAREDas follows:-52
    
    Re-entryThat if the rent hereby reserved or any part thereof shall at any time be in arrear
and not received by the Lessor for fourteen days after the same shall have become
due (whether legally demanded or not) or if there shall be any breach of any of the
covenants on the part of the Lessee contained in these presents or if the Lessee
shall permit any execution or distress to be levied on the demised premises or the
contents thereof or shall enter into liquidation whether compulsory or voluntary
(other than voluntary liquidation of a solvent company for the purpose of
amalgamation or re-construction) or being a limited company shall change to
unlimited or vice versa or if a receiver shall be appointed or if the Lessee being
an individual shall enter into any composition with his creditors
generally or shall be adjudicated bankrupt or commit any act of bankruptcy then and
in any such case it shall be lawful for the Lessor at any time thereafter into and
upon the demised premises in the name of the whole to re-enter and the same to have
again repossess and enjoy as in their former estate and thereupon the term shall
absolutely cease and determine but without prejudice to any right of action of the
Lessor in respect of any antecedent breach of any of the covenants by the Lessee
contained in these presents5.3
    
    Service of Notices5.3.1
    
    A notice under this lease must be in writing and is validly served if the recipient or its
authorised agent acknowledges receipt or if:-5.3.1.1
    
    it is delivered by hand, or sent by registered post or recorded delivery post;
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and5.3.1.2
    
    it is delivered or sent to any of the following addresses:-5.3.1.2.1
    
    the recipients registered office (if the recipient is a company incorporated
in Great Britain); or5.3.1.2.2
    
    the demised premises if the recipient is the current Lessee or Surety of the current
Lessee; or5.3.1.2.3
    
    the latest address notified by the recipient to the Lessor (where the recipient is either
the Lessee or the Guarantor) or to the Lessee or the Guarantor (where the recipient is the
Lessor); or5.3.1.2.4
    
    where no other provision of clause 5.3.1.2 applies the recipients address given in this
lease.5.3.2
    
    Unless it is returned undelivered, a notice sent by registered post or recorded delivery post
is to be treated as served on the third working day after posting (Saturdays, Sundays,
Christmas Day, Good Friday, and statutory bank holidays and other public holidays not being
working days for the purposes of this clause 5.3) whenever and whether or not it is received.5.3.3
    
    A notice under this lease to the current Lessee or the Guarantor of the current Tenant is
sufficiently served if it is addressed to the Lessee or Guarantor by that designation and
without its name.5.3.4
    
    In this clause 5.3 Guarantor includes a person who has entered into an authorised guarantee
agreement.5.3.5
    
    The provisions of this clause 5.3 do not preclude the service of a notice under this lease
by any other method authorised by any statute.
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5.4
    
    Dealings with adjoining propertyThat nothing herein contained shall by implication of law or otherwise operate or
be deemed to confer upon the Lessee any easement right or privilege whatsoever over
or against any adjoining or neighbouring property which now or hereafter shall
belong to the Lessor which would or might restrict or prejudicially affect the
future rebuilding alteration or development of such adjoining or neighbouring
property and that the Lessor shall have the right at any time to make such
alterations to or to pull down and rebuild or redevelop any such adjoining or
neighbouring property as it may deem fit without obtaining any consent from or
making any compensation to the Lessee5.5
    
    Right to DevelopThat nothing herein contained or implied shall impose or be deemed to impose any
restriction on the use of any land or building not comprised in these presents or
give the Lessee the benefit of or the right to enforce or to have enforced or to
permit the release or modification of any covenant agreement or condition entered
into by any purchaser from or by any lessee or occupier of the Lessor in respect of
property not comprised in these presents or to prevent or restrict in any way the
development of any land not comprised in these presents5.6
    
    Disputes5.6.1
    
    That any disputes arising as between the Lessee and/or the Lessee it on the one
hand and the Lessees or occupiers of adjoining or neighbouring property on the other hand as
to any easement right or privilege in connection with the user of the demised premises and
the adjoining or neighbouring property or as to the party or other walls separating the
demised premises from the adjoining property or as to the amount of any contribution towards
the expenses of
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works to services used in common with any other property shall in every such case
be referred to and be decided by the Lessors Surveyors whose decision shall be
binding upon all parties to the dispute5.6.2
    
    Where any issue question or matter arising out of or under or relating to the Superior
Lease also affects or relates to the provisions of this Lease it is to be determined as
provided by the Superior Lease and the determination of such issue question or matter
pursuant to the provisions of the Superior Lease shall be binding on the Lessee as well as
the Lessor for the purposes both of the Superior Lease and this Lease.5.7
    
    CesserIn the event of the destruction or damage of the demised premises or any material
part thereof by any of the Insured Risks so as to be unfit for occupation and use
then and in every such case (unless such insurance shall have become void or
payment of the insurance moneys be refused in whole or in part by reason of or
arising out of any act omission neglect or default by or on the part of the Lessee
or any sub-lessee or any person under the control of the Lessee or sub-lessee) the
rents hereby reserved or a fair proportion thereof according to the nature and
extent of the damage sustained shall be suspended from the date of such damage or
destruction until the demised premises shall have been rebuilt or reinstated and
made fit for occupation and use (or if earlier until the expiration of five years
from the date when such suspension of rent commenced) and in case of dispute
touching this provision the same shall be referred to the award of a single
arbitrator to be appointed by the parties or (if
the parties cannot agree upon one) at the request of either party by the
President pursuant to the Arbitration Act 1996 or any statutory modification
thereof for the time being in force 5.8 Superior LandlordsThe powers rights matters and discretions reserved to the Lessor by these presents
shall also be reserved to or be exerciseable by any superior landlord
 35




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its servants agents or workmen and if the Lessee shall do or propose to do any
matter or thing for which the consent of the Superior Landlord shall be required
then the Lessee shall bear the cost of obtaining such consent together with all
surveyors professional or other fees and disbursements in connection therewith and
shall indemnify the Lessor against the same and the Lessor shall not be deemed to be
unreasonably withholding consent in any matter where any superior landlords consent
is required and the Lessor is unable to obtain it5.9
    
    Break Right5.9.1
    
    In this clause 5.9 the following expressions have the following meanings respectively:-5.9.1.1
    
    Break Date 24th June 2005;5.9.1.2
    
    Break Notice a notice to terminate this lease served in accordance with clause
5.9.25.9.2
    
    Provided it paid the rent due hereunder both at the date of the Break Notice and the Break
Date the Lessee may terminate this lease on the Break Date by giving notice in writing to that
effect to the Lessor not more than 18 months nor less than 6 months before the Break Date5.9.3
    
    If a Break Notice is given in accordance with clause 5.9.2 this lease will terminate on the
Break Date but without prejudice to the rights of either party in respect of any breaches
occurring before the Break Date.6
    
    GUARANTEEThe Surety covenants with the Lessor by way of indemnity and guarantee in terms set
out in the Fourth Schedule
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7
    
    LANDLORD AND TENANT (COVENANTS) ACT 1995This lease is a new tenancy within the meaning of the Landlord and Tenant
(Covenants) Act 1995.
 IN WITNESS
 THE FIRST SCHEDULE
 (Easements and other rights included in the demise)
  (i)
    
    Of way and to use and enjoy the service roads car park areas pedestrian paved areas
pedestrian balcony and other facilities comprising the common parts and for all purposes
connected with the Lessees permitted user of the demised premises(ii)
    
    Of passage of water soil gas electricity through the channels sewers drains water courses
pipes and cables for the time being belonging to or running through or under any adjoining or
contiguous premises and of making connections with such channels sewers drains watercourses
pipes and cables or any of them for the purpose of exercising the aforesaid rights
or any of them and all other rights easements and appurtenances belonging or appertaining to
the demised premises(iii)
    
    of support protection and shelter as the same are at present enjoyed from the buildings
adjoining the demised premises(iv)
    
    of way over the pathway shown coloured yellow on the Plan
numbered 994/102/B for the purpose
only of emergency escape & access to the refuse
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store
 THE SECOND SCHEDULE
 (Exceptions and Reservations out of the demise)
  (i)
    
    The right of passage of water soil gas and electricity through the channels sewers drains
watercourses pipes and cables for the time being belonging to or running through or under the
demised premises and of making connection with such channels sewers drains watercourses pipes
and cables or any of them for the purpose of exercising the aforesaid rights(ii)
    
    The rights of support protection and shelter to the buildings adjoining the demised premises
as the same are at present enjoyed(iii)
    
    All other rights easements and appurtenances belonging or appertaining to any adjoining or
contiguous premises(iv)
    
    The right to use or permit the use by the Hounslow Arts Trust Limited and its successors in
title (hereinafter referred to as the Trust) of 32 spaces in the car park comprised in the
demised premises between the hours of 18.30 and 24.00 from Mondays to Fridays and all day on
Saturdays and Sundays and Bank Holidays (hereinafter referred to as the specified times)
and IT IS HEREBY AGREED AND DECLARED that in the event of some or all of the
other spaces in the said car park ceasing to be required by the Lessee for its use during the
specified times the Lessee shall before making any other arrangements for their use offer
those spaces to the Superior Landlord for use by it or by the Trust during the specified
times in addition to the 32 spaces referred to above such additional spaces to be used on
terms and conditions to be agreed
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(v)
    
    The right to permit the public on foot only to pass and re-pass along the
footpath shown coloured red on Plan No. 994/101/B annexed hereto at any time or
times as the superior landlord may decide subject only to the right of the Lessor
and the Lessee with the prior written consent of the superior landlord to close the
said footpath from time to time for the purpose of carrying out repairs and
maintenance thereto or to adjoining land
 THE THIRD SCHEDULE
 (Rent Review Provisions)
 Definitions
  (a)
    
    Review Date means the twenty fourth day of June in the year 2005 and any other
date that becomes a Review Date pursuant to the provisions hereof(b)
    
    Market Rent means the yearly rent at which the demised premises might reasonably
be expected to be let by a willing lessor to a willing lessee in the open market at the
relevant Review Date for a term equal to the residue of the term of this Lease or (if longer)
for a term of fifteen years with vacant possession and for the use or uses permitted under
these presents but otherwise upon the terms of these presents (other than the amount of rent
but including the provision for rent review) and upon the suppositions (if not facts)that:-
 (i)
    
    the Lessee has fully complied with all the covenants and
obligations on its part herein imposed and(ii)
    
    that the demised premises are fit for immediate occupation and
use by the Lessee for the use permitted by this Lease and(iii)
    
    that no work act or thing has been carried out or done by the Lessee or
 39




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its permitted subtenants) or its or their predecessors in title during the
said term which has diminished the rental value of the demised premises and(iv)
    
    that in the event that the demised premises have been
destroyed or damaged they have been fully restored
 but disregarding (i) any goodwill attached to the demised premises by reason of the
carrying on thereat by the Lessee or its predecessors in title of any business (ii)
any effect on rent of any alteration or improvement to the demised premises made
(otherwise than pursuant to any obligation of the Lessee to carry out such work) by
the Lessee or its predecessors in title during the term of and with the previous
written consent of the Lessor and (iii) any effect on rent of the fact that the
Lessee or any permitted undertenant or its or their predecessors in title has or
have been in occupation of the demised premises or any part thereof(c)
    
    Surveyor means a surveyor agreed upon by the Lessor and the Lessee or in default of
agreement appointed by the President(d)
    
    Act includes any statutory instrument or order(e)
    
    Agree or Agreed means agree or agreed in writing between the Lessor and the
Lessee
 Agreement as to the amount of yearly rent
  (a)
    
    The Market Rent
 40




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or(b)
    
    the yearly rent (excluding insurance rent and service charge) contractually payable under
these presents immediately before that Review Date
 Determination by surveyor in the event of no Agreement
  Provisions as to Surveyor
 (a)
    
    That the Surveyor appointed in respect of that review shall act as an expert and not as an
arbitrator the Lessor and the Lessee shall each be responsible for one half of his fees and if
either shall pay the whole thereof he shall be entitled to recover half thereof from the
other
 (b)
    
    If the Surveyor refuses to act or is incapable of acting or dies the Lessor or the Lessee may
apply to the President for the further appointment of a surveyor
 Payment of rent until ascertainment
  41




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Effect of rent control
  Recording of Yearly Rent
  Construction
  FOURTH SCHEDULE
 Contractual Guarantee
 1.
    
    In this Schedule:-
 42




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1.1
    
    Principal means the person who is or is to become the Lessee and
whose obligations under this lease and any authorised guarantee agreement the
Guarantor has been required by the Lessor to guarantee. but shall not include any
successor in title of that person;1.2
    
    Trigger Event means:-1.2.1
    
    disclaimer of this lease while the Principal is bound by the Lessee covenants of this
lease,1.2.2
    
    forfeiture of this lease while the Principal is bound by the Lessee covenants of this
lease; or1.2.3
    
    while the Principal (being a corporation) is the Lessee, the dissolution or ceasing to
exist of the Principal; and1.3
    
    the Guarantor covenants as principal debtor and by way of indemnity and guarantee.2.
    
    The liability of the Guarantor shall not be affected by:-2.1
    
    any time or indulgence granted by the Lessor to the Principal:2.2
    
    any variation of this lease by agreement between the Lessor and the Lessee;2.3
    
    the Principal being dissolved or otherwise ceasing to exist:2.4
    
    the surrender of part of the demised premises the Tenant in which event the liability of
the Guarantor under this Lease is to continue in respect of the part of the Premises not
surrendered after making any necessary apportionments under the Law of Property Act 1925
Section 140
 43




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2.5
    
    any other act or thing by which the Guarantor would otherwise have been released
other than a specific release of the Guarantor.3.
    
    The Guarantor covenants with the Lessor that while the Principal is bound by the
Lessee covenants of this lease:-3.1
    
    the Principal will pay the rents reserved by this lease and observe and perform the Lessee
covenants contained in this lease: and3.2
    
    if the Principal fails to pay the rent or to observe and perform the Lessee covenants or if
the Lessor refuses any tender of rent (at a time when the Lessor is entitled or would, after
service of a notice under section 146 of the Law of Property Act 1925, be entitled to
re-enter the demised premises) the Guarantor will:-3.2.1
    
    pay the rent and observe and perform the Lessee covenants: and3.2.2
    
    indemnify the Lessor against all claims, demands, loss, damages, liability, costs and
expenses sustained by the Lessor by reason of or arising in any way out of the Principals
failure to pay the rent or to observe and perform the Lessee covenants.4.1
    
    Paragraphs 4.2 and 4.4 of this Schedule apply (without prejudice to any other rights of
the Lessor against the Guarantor or any other person) if there is a Trigger Event.4.2
    
    The Guarantor covenants that, if required in writing by the Lessor within two months of the
Lessor receiving notice of a Trigger Event occurring, the Guarantor will enter into a new
lease of the demised premises on the terms set out in paragraph 4.3 of this Schedule and
shall:-
 44




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4.2.1
    
    pay the costs of the new lease; and4.2.2
    
    execute and deliver to the Lessor a counterpart of the new lease.4.3
    
    The new lease referred to in paragraph 4.2 of this Schedule shall take effect from the date
of the Trigger Event and shall be on the following terms:-4.3.1
    
    for a term equal to the residue of the term of this lease which would have remained had the
Trigger Event not occurred:4.3.2
    
    the rent reserved by this lease on the date of the Trigger Event (or, if required by the
Lessor, such higher rent as would have been reserved by this lease on the date on which the
new lease is granted if this lease had continued in force and the rent had been reviewed in
accordance with the terms of this lease) subject to review on the same terms and dates as
provided by this lease; and4.3.3
    
    otherwise subject to the same covenants and conditions as in this lease (save that the
Guarantor shall not be required to procure a guarantor of its obligations under the new
lease).4.4
    
    The Guarantor covenants with the Lessor to pay on demand an amount
calculated in accordance with paragraph 4.5 of this Schedule if:-4.4.1
    
    a Trigger Event occurs; and4.4.2
    
    the Guarantors obligations under paragraph 3 of this Schedule are determined; and4.4.3
    
    the Lessor does not require the Guarantor to accept a new lease in accordance with
paragraph 4.2 of this Schedule; and
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4.4.4
    
    either (in the case of disclaimer) no vesting order is made in respect of this
lease or (in the case of forfeiture) relief from forfeiture has not been granted to
any person.4.5
    
    The amount referred to in paragaph 4.4 of this Schedule shall be equal to the rent reserved
by this lease for the period commencing with the date of the Trigger Event and ending on the
earlier of:-4.5.1
    
    the date six months after the Trigger Event; and4.5.2
    
    the date (if any) upon which the demised premises are re-let.5.1
    
    Paragraph 5.2 of this Schedule applies while the Principal is bound by an authorised
guarantee agreement.5.2
    
    The Guarantor covenants with the Lessor that:-5.2.1
    
    the Principal will observe and perform its obligations in the authorised guarantee
agreement; and5.2.2
    
    if the Principal fails to observe and perform its obligations in the authorised guarantee
agreement the Guarantor will:-5.2.2.1
    
    observe and perform those obligations; and5.2.2.2
    
    indemnify the Lessor against all claims, demands, loss, damages, liability, costs and
expenses sustained by the Lessor by reason of or arising in any way out of the Principals
failure to observe and perform those obligations.6.
    
    Any provision of this Schedule which is rendered void by virtue of section 25 of the
Landlord and Tenant (Covenants) Act 1995 shall be severed from all remaining provisions and
the remaining provisions shall be preserved.
 46




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7.
    
    If any provision in this Schedule extends beyond the limits permitted by section
25 of the Landlord and Tenant (Covenants) Act 1995 that provision shall be deemed
to be varied so as not to extend beyond those limits.
 FIFTH SCHEDULE
 Authorised Guarantee Agreement
 1.
    
    In this Schedule:-1.1
    
    Assignor means the Lessee who has applied for licence to assign (but includes any
former Lessee who by virtue of section 11 of the Landlord and Tenant (Covenants) Act 1995 was
not released on any earlier assignment of this lease) and where more than one person
comprises the Assignor the expression shall include all or either of any such persons and
obligations expressed or implied to be made by any of them shall be deemed to be made by such
persons jointly and severally;1.2
    
    Assigneemeans the person to whom this lease is to be assigned;1.3
    
    Trigger Eventmeans:-1.3.1
    
    disclaimer of this lease,1.3.2
    
    forfeiture of this lease; or1.3.3
    
    while the Assignee (being a corporation) is the Lessee, the dissolution or ceasing to exist of the Assignee; and1.4
    
    the Assignor covenants as principal debtor and by way of indemnity and guarantee.
 47




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2.
    
    The liability of the Assignor shall not be affected by:-2.1
    
    any time or indulgence granted by the Lessor to the Assignee:2.2
    
    any variation of this lease by agreement between the Landlord and the Assignee;2.3
    
    the Assignee being dissolved or otherwise ceasing to exist:2.4
    
    the surrender of part of the demised premises by the Assignee in which event the liability of
the Assignor under this Lease is to continue in respect of the part of the Premises not
surrendered after making any necessary apportionments under the Law of Property Act 1925
Section 1402.5
    
    any other act or thing by which the Assignor would otherwise have been released other than a
specific release of the Assignor.3.
    
    The Assignor covenants with the Lessor that, while the Assignee is bound by the
Lessee covenants of this lease:-3.1
    
    the Assignee will pay the rents reserved by this lease and observe and perform the Lessee
covenants contained in this lease; and3.2
    
    if the Assignee fails to pay the rent or to observe and perform the Lessee covenants or if
the Lessor refuses any tender of rent (at a time when the Lessor is entitled or would, after
service of a notice under section 146 of the Law of Property Act 1925, be entitled to re-enter
the Premises) the Assignor will:-3.2.1
    
    pay the rent and observe and perform the Lessee covenants: and3.2.2
    
    indemnify the Lessor against all claims, demands, loss, damages, liability, costs and
expenses sustained by the Lessor by reason of or arising in any way
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out of the Assignees failure to pay the rents or to observe and perform the Lessee
covenants.
 4.1
    
    Paragraphs 4.2 and 4.4 of this Schedule apply (without prejudice to any other rights of the
Lessor against the Assignor or any other person) if there is a Trigger Event.4.2
    
    The Assignor covenants that, if required in writing by the Lessor within two months of the
Lessor receiving notice of a trigger Event occurring, the Assignor will enter into a new
lease of the demised premises on the terms set out in paragraph 4.3 of this Schedule and
shall:-4.2.1
    
    pay the costs of the new lease; and4.2.2
    
    execute and deliver to the Lessor a counterpart of the new lease.4.3
    
    The new lease referred to in paragraph 4.2 of this Schedule shall take effect from the date
of the Trigger Event and shall be on the following terms:-4.3.1
    
    for a term equal to the residue of the term of this lease which would have remained had the
Trigger Event not occurred;4.3.2
    
    at the rent reserved by this lease on the date of the Trigger Event (or, if required by the
Lessor, such higher rent as would have been reserved by this lease on the date on which the
new lease is granted if this lease had continued in force and the rent had been reviewed in
accordance with the terms of this lease) subject to review on the same terms and dates as
provided by this lease; and4.3.3
    
    otherwise subject to the same covenants and conditions as in this lease (save that the
Assignor shall not be required to procure an authorised guarantee agreement in respect of its
obligations under the new lease).
 49




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4.4
    
    The Assignor covenants with the Lessor to pay on demand an amount
calculated in accordance with paragraph 4.5 of this Schedule if:-4.4.1
    
    a Trigger Event occurs; and4.4.2
    
    the Assignors obligations under paragraph 3 of this Schedule are determined; and4.4.3
    
    the Lessor does not require the Assignor to accept a new lease in accordance with paragraph
4.2 of this Schedule; and4.4.4
    
    either (in the case of disclaimer) no vesting order is made in respect of this lease or (in
the case of forfeiture) relief from forfeiture has not been granted to any person.4.5
    
    The amount referred to in paragaph 4.4 of this Schedule shall be equal to the rent reserved
by this lease for the period commencing with the date of the Trigger Event and ending on the
earlier of:-4.5.1
    
    the date six months after the Trigger Event; and4.5.2
    
    the date (if any) upon which the demised premises are re-let.5.
    
    Any provision of this Schedule which is rendered void by virtue of section 25 of the Landlord
and Tenant (Covenants) Act 1995 shall be severed from all remaining provisions and the
remaining provisions shall be preserved.6.
    
    If any provision in this Schedule extends beyond the limits permitted by section 25 of the
Landlord and Tenant (Covenants) Act 1995 that provision
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shall be deemed to be varied so as not to extend beyond those limits.
 TOTAL RESEARCH LIMITED
  director [ILLEGIBLE]
    
    [SEAL]secretary [ILLEGIBLE]
 TOTAL RESEARCH CORPORATION
    51