exv10w1



 





Exhibit 10.1




Dated 23rd November 2000




SUN LIFE ASSURANCE COMPANY OF CANADA

(U.K.) LIMITED




and




CARTESIAN LIMITED




LEASE




Relating to 8 Gate Street London WC2





 









 








THIS LEASE is made the 23rd November, 2000




BETWEEN





	(1)	 	SUN LIFE ASSURANCE COMPANY OF CANADA (U.K) LIMITED (company number 959082) whose registered
office is Basing View Baskingstoke Hampshire RG21 4DZ (hereinafter called the Landlord)
	 
	(2)	 	CARTESIAN LIMITED (company number 3230513) whose registered office is at 55 Green Street
London W1V 5LR (hereinafter called the Tenant)




WITNESSETH as follows:





	1.	 	Definitions
	 
	 	 	In this lease where the context so admits the following words and expressions shall mean:






	 	1.1	 	Additional Rents
	 
	 	 	 	The Insurance Rent; and Any interest chargeable under this lease;

	 
	 	1.2	 	Conduits
	 
	 	 	 	Pipes drains gutters flues channels wires and other conducting media and ancillary
apparatus in or exclusively serving the Premises
	 
	 	1.3	 	Contractual Term
	 
	 	 	 	fifteen years from and including 20th November 2000

	 
	 	1.4	 	Insurance Rent
	 
	 	 	 	A sum representing the gross cost to the Landlord in respect of: Complying with the
Landlord’s insuring covenant hereinafter contained; and Property owners liability
Insurance of the Landlord in connection with the Premises; and Obtaining at periodic
intervals (but not more frequent than every three years) independent valuations of
the Premises for insurance purposes pursuant to this lease; and Excess sums (if any)
which the insurers are not liable to pay out on any insurance claim in respect of
the Premises
	 
	 	1.5	 	Insured Risks
	 
	 	 	 	Fire lightning explosion aircraft (not being hostile aircraft) and articles dropped
therefrom riot civil commotion earthquake storm tempest flood malicious damage
terrorism burst water pipes tanks and apparatus and impact by road vehicles and any
other insurable risks against which the Landlord shall from time to time reasonably
deem it desirable to insure and “Insured Risk” shall be construed accordingly




 









 






	 	1.6	 	Interest Rate
	 
	 	 	 	The base rate of HSBC Bank plc or such other bank as the Landlord may nominate from
time to time or if the base rate shall cease to exist such other rate of interest as
is most closely comparable with it as may be reasonably and properly specified by
the Landlord
	 
	 	1.7	 	Landlord
	 
	 	 	 	The Landlord hereinbefore named or such other person for the time being entitled to
the reversion immediately expectant upon the determination of the term hereby
granted
	 
	 	1.8	 	Main Structure
	 
	 	 	 	The roof foundations floor structures load bearing walls or frame stanchions beams
columns and all external walls of the Premises
	 
	 	1.9	 	Permitted Use
	 
	 	 	 	Use as offices save that the fourth floor of the Premises shall be used for
residential purposes unless use as offices is permitted or otherwise becomes lawful
in which event the permitted use of the fourth floor shall be offices
	 
	 	1.10	 	Permitted Part
	 
	 	 	 	A whole floor (excluding the fourth floor) or whole floors (including the fourth
floor) in the Premises (excluding common parts)
	 
	 	1.11	 	Planning Acts
	 
	 	 	 	The Town and Country Planning Act 1990 and all other legislation relating to
planning
	 
	 	1.12	 	Premises
	 
	 	 	 	The property known as 8 Gate Street London WC2 which is registered at H.M. Land
Registry under title number LN 201213 and shown for identification purposes only
edged red on the plan attached hereto
	 
	 	1.13	 	Rent
	 
	 	 	 	The rent reserved by clause 3.1 and the increased rent ascertained in accordance
with clause 4 but such term does not include the Additional Rents
	 
	 	1.14	 	Rent Start Date
	 
	 	 	 	3rd April 2001




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	 	1.15	 	Review Dates
	 
	 	 	 	20th November 2005 and 20th November 2010
	 
	 	1.16	 	Review Period
	 
	 	 	 	The period starting with (and including) any Review Date up to and including the day
immediately preceding the next Review Date or (if none) up to end of the Term
	 
	 	1.17	 	Term
	 
	 	 	 	the Contractual Term and any period of holding over or extension of the Contractual
Term whether by statute or common law and in this lease where the context so admits
	 
	 	1.18	 	Tenant
	 
	 	 	 	The Tenant hereinbefore named or such other person in whom the tenant hereby granted
shall for the time being be vested
	 
	 	1.19	 	Working Day
	 
	 	 	 	any day from Monday to Friday (inclusive) which is not Christmas Day Good Friday or
a statutory Bank Holiday and “Working Days” shall be construed accordingly






	2.	 	Interpretation
	 
	 	 	In this lease where the context so admits:






	 	2.1	 	Reference to any statute (but not any Use Class Order) shall include any
legislation amending or replacing the same and any statutory in instruments orders
rules or regulations having effect thereunder
	 
	 	2.2	 	Words importing one gender shall be construed as importing any other gender
	 
	 	2.3	 	Words importing the singular shall be construed as importing the plural and
vice versa
	 
	 	2.4	 	References to persons include bodies corporate and vice versa
	 
	 	2.5	 	The clause headings do not form part of this lease and shall not be taken into
account in its construction or interpretation
	 
	 	2.6	 	Save where otherwise stated any reference to a numbered clause or schedule
means the clause or schedule in this lease which is so numbered




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	3.	 	Demise and Rent Reservation
	 
	 	 	The Landlord HEREBY DEMISES unto the Tenant the premises EXCEPT AND RESERVED unto the
Landlord and others the rights specified in the First Schedule TO HOLD the Premises unto the
Tenant subject to and where appropriate with the benefit of the covenants and other matters
referred to in the Second Schedule for the Contractual Term YIELDING AND PAYING therefor to
the Landlord during the Term yearly and proportionately for any fraction of a year the rents
set out thereunder;






	 	3.1	 	From and including the Rent Start Date until the first Review Date the yearly
rent of FOUR HUNDRED AND FORTY SEVEN THOUSAND SIX HUNDRED AND FIFTY FOUR POUNDS
(£447,654) exclusive of Value Added Tax
	 
	 	3.2	 	During each successive Review Period a rent equal to the rent payable
immediately before the relevant Review Date (or if payment has been suspended the rent
which would have been payable had there been no suspension) or such increased rent as
shall be ascertained in accordance with clause 4 whichever shall be the greater
	 
	 	 	 	Such rents to be paid by equal quarterly payments in advance on the usual quarter
days in every year the first payment (apportioned in respect of the period from the
Rent Start Date up to and including the day immediately preceding the next following
quarter day) to be paid on the Rent Start Date
	 
	 	3.3	 	The Additional Rents (such rents to be payable from the date of this lease or
(if earlier) the date the Tenant takes occupation of the Premises (as determined by the
Landlord) and to be paid to the Landlord within five Working Days of demand






	4.	 	Rent Review






	 	4.1	 	The increased Rent for any Review Period may be agreed at any time between the
Landlord and the Tenant or (in the absence of agreement) determined not earlier than
the relevant Review Date by an independent valuer (acting as an expert and not as an
arbitrator) such independent valuer to be a chartered surveyor of at least 10 years
standing fully experienced in the letting and the review of rent of office premises in
central London to be nominated in the absence of agreement between the Landlord and the
Tenant by or on behalf of the President for the time being of the Royal Institution of
Chartered Surveyors on the application of either the Landlord or the Tenant made not
earlier than six months before the relevant Review Date and so that in the case of such
valuation the increased Rent to be determined by the independent valuer shall be such
as he shall decide should he the rent (having regard to open market rental values) at
the relevant Review Date for the Premises:
	 
	 	4.2	 	On the following assumptions at the relevant Review Date:






	 	4.2.1.	 	that the Premises are fit for immediate occupation and use for fitting out
purposes and that no work has been carried out thereon by the Tenant its
undertenants or their respective predecessors in title during the term




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	 	 	 	hereby granted which has diminished the rental value of the Premises and
that in case the Premises or any rights enjoyed in connection with the
Premises have been destroyed or damaged that they have been fully restored
	 
	 	4.2.2.	 	that the Premises are available to let in the open market by a willing
landlord to a willing tenant as a whole without the payment of a premium with
vacant possession and subject to the provisions of this lease (other than the
amount of the Rent reserved by this lease but including the provisions for rent
review at the same intervals) or a term of 15 years calculated from the
relevant Review Date
	 
	 	4.2.3.	 	that the covenants and conditions contained in this lease to be performed by
the Tenant have been fully performed and observed
	 
	 	4.2.4.	 	that the permitted use of the fourth floor of the Premises is for residential
purposes ancillary to office use unless planning permission has at that date
actually been granted for use as offices
	 
	 	4.2.5.	 	that the Premises comply with the requirements if all statutes and the
requirements of all directly applicable to European Community Law and the
directions of the local authorities or bodies exercising powers under statute






	 	4.3	 	But disregarding:






	 	4.3.1.	 	any effect on Rent of the fact that the Tenant its undertenants or their
respective predecessors in title have been in occupation of the Premises
	 
	 	4.3.2.	 	any goodwill attached to the Premises by reason of the carrying on thereat of
the business of the Tenant its undertenants or their predecessors in title in
their respective businesses
	 
	 	4.3.3.	 	any increase in rental value of the Premises attributable to the existence at
the relevant Review Date of any improvement or alteration to the Premises or
any part thereof made during the Term by and at the expense of the Tenant its
undertenants or their respective predecessors in title carried out otherwise
than in pursuance of an obligation to the Landlord or where such obligation
arises as a result of statute or directions of local authorities or bodies
exercising powers under statute
	 
	 	4.3.4.	 	any effect on rental value of any obligation of the Tenant to remove
alterations or to restore or reinstate the Premises
	 
	 	4.3.5.	 	the rent free period allowed to the Tenant under the terms of this lease
	 
	 	4.3.6.	 	any adverse effect on Rent of any temporary works operations or other
temporary activities on any neighbouring or adjoining property




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	 	4.3.7.	 	any restrictions relating to rents or security of tenure contained in any Act
of Parliament and any direction thereby given relating to any method of
determining rent






	 	4.4	 	IT IS HEREBY FURTHER PROVIDED






	 	4.4.1.	 	 






	 	(a)	 	the fees and expenses of the independent valuer
including the costs of his nomination shall be borne as he shall
determine





5.




     5.1



     5.2




	 	5.2.1.	 	 
	 
	 	5.2.2.	 	if the Landlord shall not accept payment of any rents or other monies due
from the Tenant under this lease whilst the Landlord has reasonable grounds to
believe that the Tenant is in breach of the terms of this lease to pay interest
on such monies (if demanded by the Landlord) calculated on a daily basis from
the due date until receipt by the Landlord at the rate of £4 per centum per
annum above the Interest Rate compounded on the usual quarter days (which rate
shall apply before as well as after an judgment of the Court)
	 
	 	5.2.3.	 	The provisions of sub-clauses 5.2.1 and 5.2.2 of this clause 5.2 shall not
prejudice any other right or remedy of the Landlord in respect of such rents
and other monies as aforesaid






	 	5.3	 	Rates and taxes






	 	5.3.1.	 	To pay and discharge all existing and future rates taxes assessments
outgoings duties and impositions whatsoever payable by law in respect of the
Premises or any part thereof by the owner or occupier thereof but excluding any
such payable by the Landlord in respect of the receipt of rent hereby reserved
or on any disposition or dealing with the ownership of the reversion of this
lease including all charges in respect of water gas electricity and
telecommunications used or consumed at the Premises
	 
	 	5.3.2.	 	If the Tenant claims rate relief for empty premises and the Landlord is
accordingly unable to claim any such relief at the end of the Term to indemnify
the Landlord in respect of any such relief lost
	 
	 	5.3.3.	 	Not to agree or by default allow to be fixed the rateable value of the
Premises or any part thereof without the prior written consent (not to be
unreasonably withheld or delayed) of the Landlord




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	 	5.4	 	To repair






	 	5.4.1.	 	To repair and keep in good and substantial repair and condition the Premises
(including the Main Structure) and all additions and improvements thereto
including (but without prejudice to the generality of the foregoing) all window
frames glass sanitary central heating and water apparatus therein serving the
Premises (damage caused by any of the Insured Risks excepted save to the extent
that payment of any policy moneys is withheld in whole or in part by reason of
any act neglect or default of the Tenant or anyone at the Premises expressly or
impliedly with the authority of the Tenant or any undertenant)
	 
	 	5.4.2.	 	To renew and replace from time to time all Landlord’s fixtures and fittings
which may become beyond repair
	 
	 	5.4.3.	 	to pay a sum equivalent to the loss of Rent during such period as is
reasonably required for the carrying out of works after the end of this lease
by reason of any breach of this sub-clause without prejudice to any other right
of the Landlord






	 	5.5	 	To paint and redecorate






	 	5.5.1.	 	In the year 2005 and thereafter every fifth year of the Term and in the last
year of the Term (however determined) but not twice in 18 months in a proper
and workmanlike manner and to the reasonable satisfaction of the Landlord to
paint all the inside parts of the Premises previously painted with two coats of
good quality paint (the last painting to be in colours and materials to be
approved by the Landlord such approval not to be unreasonably withheld or
delayed) and at the same time to oil varnish polish paper or treat all internal
parts thereof previously or requiring to be so treated and to wash down all
washable surfaces
	 
	 	5.5.2.	 	In the year 2003 and thereafter every third year of the Term and the last
year of the Term, (however determined) but not twice in 18 months in a proper
and workmanlike manner and to the reasonable satisfaction of the Landlord to
paint all external parts of the Premises previously painted with two coats of
good exterior quality paint in colours and materials if different previously
approved by the Landlord (such approval not to be unreasonably withheld or
delayed) and to wash down all washable surfaces






	 	5.6	 	To contribute towards repairs of shared amenities
	 
	 	 	 	To pay a fair and reasonable proportion (to be determined by the Landlord acting
fairly and impartially) of the cost and expense of repairing maintaining and
cleansing all ways roads passageways pavements Conduits party walls structures and
other things the use of which is common to the Premises and other premises




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	 	5.7	 	To yield up
	 
	 	 	 	At the expiration or sooner determination of the Term






	 	5.7.1.	 	peaceably to yield up to the Landlord the Premises with vacant possession in
repair and decorated in accordance with the several covenants herein contained
	 
	 	5.7.2.	 	to give up all keys of the Premises to the Landlord
	 
	 	5.7.3.	 	to remove all Tenant’s chattels and all rubbish from the Premises and (if
requested by the Landlord or if the Tenant so wishes) all Tenant’s fixtures and
fittings and to make good immediately any damage caused by the removal






	 	5.8	 	To comply with statutory requirements






	 	5.8.1.	 	At all times to observe and comply with the provisions of or imposed under
any statute licence consent authorisation or regulation regulating or
permitting the use of the Premises and the requirements of any competent
authority in that connection and at the expense of the Tenant to do all that is
necessary to obtain maintain and renew all licences and registrations required
by law for the use of the Premises
	 
	 	5.8.2.	 	At the sole cost of the Tenant to comply with the requirements of every Act
of Parliament and all directly applicable European Community law for the time
being in force and of all byelaws orders and regulations licences consents
permissions and conditions made thereunder affecting the Premises or the use
thereof






	 	5.9	 	Planning
	 
	 	 	 	In relation to the Planning Acts:






	 	5.9.1.	 	not to carry out any development (as therein defined) without having first
obtained all necessary consents thereunder
	 
	 	5.9.2.	 	not without the prior written consent of the Landlord (such consent not to be
unreasonably withheld or delayed) to apply for permission for any such
development
	 
	 	5.9.3.	 	not without the prior written consent of the Landlord (such consent not to be
unreasonably withheld or delayed) to implement any planning permission relating
to the Premises
	 
	 	5.9.4.	 	to pay any charge which may be imposed under the Planning Acts in respect of
the carrying out of any operations or the institution or continuance of the use
of the Premises




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	 	5.9.5.	 	within five Working Days of receipt to give to the Landlord a copy of any
permission or certificate issued under the Planning Acts in relation to the
Premises or any part thereof
	 
	 	5.9.6.	 	unless the Landlord shall otherwise direct in writing to carry out and
complete before the expiration or sooner determination of the Term unless the
Tenant renews this lease any works stipulated to be carried out to the Premises
notwithstanding that such works, are to be carried out by a later date as a
condition of planning permission obtained by the Tenant or any undertenant for
any development began before such expiration or sooner determination
	 
	 	5.9.7.	 	if the Tenant shall receive any compensation due to any restriction placed
upon the user of the Premises as a result of the Planning Acts then if and when
the Tenant’s interest hereunder shall determine the Tenant shall forthwith make
such provision as is just and equitable for the Landlord to receive its due
benefit from such compensation
	 
	 	5.9.8.	 	to produce to the Landlord all such plans documents and other evidence as the
Landlord shall reasonably require in order to satisfy itself that the
provisions of this covenant have been complied with






	 	5.10	 	Notices received
	 
	 	 	 	Within five Working Days of receipt to give fall particulars to the Landlord of any
notice direction order or proposal for a notice direction or order made given or
issued to the Tenant by any government department or local or public authority and
to supply two copies of the same to the Landlord and so far as is the responsibility
of the Tenant under the provisions of this lease without delay to take all necessary
steps to comply with the same and also at the request of the Landlord to make or
join with the Landlord in making such objections or representations relating to the
same as the Landlord shall reasonably deem expedient
	 
	 	5.11	 	Notice as to defects
	 
	 	 	 	Forthwith upon becoming aware of the same to give notice in writing to the Landlord
of any defect or any wants of repair of the Premises which would or might give rise
to an obligation on the Landlord to do or refrain from doing any act or thing in
order to comply with any statutory duty of care imposed on the Landlord and at all
times to display and maintain all notices which the Landlord may from time to time
display or require to be displayed at the Premises
	 
	 	5.12	 	To permit entry to examine and do repair
	 
	 	 	 	To permit entry to the Premises or any part thereof at all reasonable hours in the
daytime on at least 3 days prior notice being given (or without prior notice and at
any time in emergency):




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	 	5.12.1.	 	by the Landlord to view the same to examine the state and condition thereof
to take inventories of the fixtures and fittings therein and to make any
inspection which may be required for the purposes of the Landlord and Tenant
Acts 1927 and 1954 or any other enactments for the time being affecting the
Premises or the owner or occupier thereof and for any other purpose reasonably
connected with the interest of the Landlord in the Premises or its disposal
charge or demise
	 
	 	5.12.2.	 	by the surveyors agents contractors and workmen of the Landlord together
with appliances






	 	 	 	subject in all such cases to the persons so entering causing as little damage or
disturbance to the Tenant’s business as possible and making good forthwith all
damage thereby occasioned to the Premises to the reasonable satisfaction of the
Tenant
	 
	 	5.13	 	To repair on notice
	 
	 	 	 	To repair and make good to the reasonable satisfaction of the Landlord all breaches
of covenant defects and wants of repair for which the Tenant may be liable within a
reasonable period after the giving of notice to the Tenant or sooner if requisite
	 
	 	5.14	 	Landlord may repair on Tenant’s default
	 
	 	 	 	If the Tenant shall at any time default in the performance of any of the covenants
herein contained relating to the repair decoration or cleansing or condition of the
Premises or any part thereof of which notice has been given as aforesaid and not
complied with within the time limits it shall be lawful for workmen or others
employed by the Landlord (but without prejudice to the right of re-entry hereinafter
contained) to enter upon the Premises and comply with the provisions of the notice
and all expenses properly incurred thereby (which expression shall include but not
be limited to the proper fees of professional advisers) shall be a debt immediately
payable by the Tenant to the Landlord on demand
	 
	 	5.15	 	Re-letting
	 
	 	 	 	To permit the Landlord or its agents during the six months immediately preceding the
expiration or sooner determination of the Contractual Term or at any time thereafter
unless the Tenant has applied to the Court for the renewal of the tenancy to affix
and retain without interference upon any suitable part of the Premises above fascia
level a notice for reletting (or at any time for selling the reversion) the same but
not so as to conceal the Tenant’s own business signs and name and to permit all
persons with written authority from and accompanied by the Landlord or its agents to
enter upon and view the Premises at all reasonable times of the day without
interruption




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	 	5.16	 	Landlord’s costs
	 
	 	 	 	To pay to the Landlord on an indemnity basis all proper solicitors’ counsels’
surveyors’ and other costs expenses and fees properly incurred by the Landlord:






	 	5.16.1.	 	in the preparation and service of a notice under Sections 146 or 147 of the
Law of Property Act 1925 (whether or not any right of re-entry or forfeiture
has been waived by the Landlord or a notice served on the Tenant has been
complied with or the Tenant has enjoyed relief under the provisions of the Act
or forfeiture is avoided otherwise than by relief granted by the Court)
	 
	 	5.16.2.	 	incidental to the enforcement of any of the Tenant’s covenants in this lease
and in particular in the preparation and service of a schedule of dilapidations
at any time during or within six months after the Term and in the inspection of
the works which are the subject of such schedule whether during or after the
carrying out thereof
	 
	 	5.16.3.	 	in connection with the recovery of any arrears
	 
	 	5.16.4.	 	in respect of any application for consent required by this lease whether or
not such consent is granted but not if the Court decides such licence or
consent has been withheld unlawfully or granted subject to unlawful conditions






	 	5.17	 	Insurance






	 	5.17.1.	 	Not to do or omit any act whatsoever whereby any insurance effected on the
Premises or anything therein may become void or voidable or the premiums
payable for such insurance increased
	 
	 	5.17.2.	 	In the event of the Premises or any part thereof being destroyed or damaged
by any of the Insured Risks to give immediate notice thereof to the Landlord
	 
	 	5.17.3.	 	In the event of the Premises or any part thereof being destroyed or damaged
by any of the Insured Risks and the insurance money being wholly or partly
irrecoverable by reason of any act neglect omission or default of the Tenant
(or anyone at the Premises expressly or impliedly with the authority of the
Tenant or any undertenant) then and in every such case the Tenant will pay to
the Landlord forthwith on demand the whole or (as the case may require) the
part of the insurance monies which are so irrecoverable
	 
	 	5.17.4.	 	To comply with the requirements and recommendations of the Landlord’s
insurers in respect of the Premises
	 
	 	5.17.5.	 	Not to effect any insurance in respect of a risk against which the Landlord
shall insure under clause 6.2 hereof




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	 	5.17.6.	 	The Landlord may retain for its own benefit any commissions or discount
received or obtained by the Landlord on or based on gross premiums and other
expenses which would otherwise be paid or incurred or suffered by the Landlord
in effecting or maintaining insurance
	 
	 	5.17.7.	 	To insure and keep insured in the joint names of the Landlord and the Tenant
and such other names as the Landlord may reasonably require all the plate glass
or any substitute or alternative material used in windows (if any) and doors in
the Premises against breakage, with Lombard General Insurance Company Limited
or such other insurers of repute nominated by the Landlord to the full
reinstatement cost thereof and public liability relevant to such breakage and
pay all premiums necessary for that purpose and whenever required produce to
the Landlord the policy of insurance and the receipt for the current year’s
premium and whenever a claim arises to use the insurance money forthwith, in
reinstating the same with a like or improved material to the reasonable
satisfaction of the Landlord making up any deficiency out of the Tenant’s own
moneys






	 	5.18	 	Electrical alterations and sprinkler system
	 
	 	 	 	Not to alter or add to the electrical installation of the Premises save in
accordance with the terms and conditions laid down by the Institution of Electrical
Engineers and the Regulations of the Electricity Supply Authority)
	 
	 	5.19	 	Alterations






	 	5.19.1.	 	Not to make any erection or addition to the Premises nor to cut injure or
alter any part of the Main Structure (save as provided in clause 5.19.5)
provided that (for the avoidance of doubt) this prohibition shall not prevent
the Tenant asking the Landlord to waive the prohibition in respect of proposed
alterations to the Main Structure where such works would not affect the
integrity of the Main Structure or the value of the Landlord’s reversion in the
Premises but in the event of such a request being made it shall be in the
Landlord’s absolute discretion as to whether it agrees to such waiver
	 
	 	5.19.2.	 	Not to make any alteration to the Premises save as hereinafter provided
	 
	 	5.19.3.	 	Not to make any nonstructural alterations to the Premises without the
previous consent in writing of the Landlord (such consent not to be
unreasonably withheld) nor except:






	 	(a)	 	in accordance with plans and specifications
(with such additional copies thereof as the Landlord may reasonably
require) previously submitted to and approved in writing by the
Landlord (such approval not to be reasonably withheld or delayed)
	 
	 	(b)	 	to the reasonable satisfaction of the Landlord






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	 	 	 	PROVIDED always that any alterations shall at the end or sooner
determination of the Term be reinstated by the Tenant if so required in
writing by the Landlord
	 
	 	5.19.4.	 	nothing herein contained being clause 5.19.3 shall prevent the Tenant from
installing or removing internal non-structural demountable partitioning in the
Premises without the Landlord’s consent but the Tenant shall supply the
Landlord with, plans detailing the internal layout of the Premises then current
within one month of commencement of such works
	 
	 	5.19.5.	 	The Tenant may carry out minor alterations (for example holes for cabling)
to the Main Structure where the Landlord is previously satisfied at its
absolute discretion that the integrity of the Main Sire will not be affected
and subject also to the Tenant complying with the proviso to clause 5.19.3
	 
	 	5.19.6.	 	Where any alteration made or to be made by the Tenant or any undertenant
falls within the scope of the Construction (Design and Management) Regulations
1994 the Tenant or an undertenant shall






	 	(a)	 	be the only client for the purposes of the
Regulations
	 
	 	(b)	 	send a declaration to that effect to the Health
and Safety Executive in accordance with Regulation 4(4) before the
relevant work is commenced and provide the Landlord with a copy of the
acknowledgement from the Health and Safety Executive as soon as it is
received by the Tenant or an undertenant
	 
	 	(c)	 	comply with its obligations as client in
respect of all work
	 
	 	(d)	 	at any time upon request provide the Landlord
with one copy of all health and safety files relating to the Premises
in accordance with the Regulations and at the end or sooner
determination of the Term deliver such files to the Landlord






	5.20	 	Permitted Use
	 
	 	 	Not to use and occupy the Premises other than for the Permitted Use
	 
	5.21	 	Prohibited uses
	 
	 	 	Not to use the Premises nor allow the same to be used as the premises of any public
or local authority to which the public have regular access nor for any public
meeting exhibition or entertainment or for any illegal immoral or noxious purpose or
for the purposes of a club or for any sale by auction or for the playing of any
sound-producing instrument or apparatus audible outside the Premises or save in
respect of the fourth floor of the Premises as a sleeping place for ally person or
for betting or gaming





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	5.22	 	Advertising signs and posters
	 
	 	 	Not without the previous written consent of the Landlord (such consent not to be
unreasonably withheld or delayed) to place display in or upon the Premises any
aerial sign, advertisement notice poster display of lights or other object or
notification whatsoever other than sign boards displaying the name and business of
the Tenant of a reasonable size and appropriate to such business and on the
expiration or sooner determination of the Term to remove or efface the same and to
make good any damage caused
	 
	5.23	 	Nuisance
	 
	 	 	Not to do anything which shall or may be or become or cause a nuisance damage injury
or danger to the Landlord or the owners lessees or occupiers of any adjoining or
neighbouring premises
	 
	5.24	 	Easements
	 
	 	 	To preserve unobstructed and undefeated all rights of light and other easements
appertaining to the Premises and not to permit (but give notice to the Landlord of)
any act whereby a new easement or encroachment might come to be made into against
over or upon the Premises and to do all such things as the Landlord may reasonably
require to prevent the same
	 
	5.25	 	Alienation etc






	 	5.25.1.	 	Not to assign underlet or part with possession or part with or share
occupation of the whole or any part of the Premises save as hereinafter
provided
	 
	 	5.25.2.	 	Not to assign the whole of the Premises without the Landlord’s prior written
consent such consent not to be unreasonably withheld or delayed and subject to
compliance with clause 5.25.3
	 
	 	5.25.3.	 	Not to assign the whole of the Premises unless the following conditions
(which are specified for the purposes of section 19(1A) of the Landlord and
Tenant Act 1927) are complied with prior to such assignment namely that:






	 	(a)	 	the tenant for the time being shall have
entered into an authorised guarantee agreement with the Landlord
pursuant to section 16 of the Landlord and Tenant (Covenants) Act 1995
guaranteeing the performance by the assignee of the covenants on the
part of the Tenant contained in this lease in such terms consistent
with section 16 as the Landlord shall reasonably require
	 
	 	(b)	 	any guarantor of the Tenant’s obligations under
this lease shall have joined in any such authorised guarantee agreement
in order to covenant (as principal debtor) with the Landlord that the
Tenant










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	 	 	 	shall comply with the authorised guarantee agreement mentioned in the
priding sub-clause
	 
	 	(c)	 	if reasonably required by the Landlord the
proposed assignee shall have procured a covenant with the Landlord by
an acceptable guarantor or guarantors in such terms as the Landlord
shall reasonably require
	 
	 	(d)	 	if reasonably required by the Landlord the
proposed assignee shall have provided a rent deposit of an amount
reasonably determined by the Landlord not being more than an amount
equivalent to six months rent at the rate payable from time to time
under this Lease and that the assignee shall have entered into a rent
deposit deed in such form as the Landlord shall reasonably require






	5.25.4.	 	Not to underlet the whole of the Premises without the Landlord’s prier
written consent such consent not to be unreasonably withheld or delayed and not
to underlet;






	 	(a)	 	except to an undertenant who shall first have:






	 	(i)	 	entered into a covenant with the
Landlord to observe and perform the covenants and conditions on
the part of the Tenant contained in this lease (other than the
covenant to pay rent) and
	 
	 	(ii)	 	if reasonably so required by the
Landlord procured a covenant with the Landlord by an acceptable
guarantor or guarantors in such terms as the Landlord may
reasonably require






	 	(b)	 	except under an underlease which has been
excluded from the operation of Sections 24 to 28 (inclusive) of the
Landlord and Tenant Act 1954
	 
	 	(c)	 	in consideration of any premium
	 
	 	(d)	 	without reserving a yearly rent payable in
advance on the usual quarter days equal to the then current open market
rack rental value of the Premises such yearly rent to be reviewable on
the same dates and on the same terms as the Rent payable under this
lease save that the term of the hypothetical lease shall be that of the
actual underlease
	 
	 	(e)	 	except on similar covenants and conditions
(which the Tenant shall enforce) to those in this lease and in
particular;






	 	(i)	 	a proviso for re-entry on breach
of any covenant in the underlease and




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	 	(ii)	 	similar terms as to carrying out
or paying for repairs and paying insurance premiums as under
this lease






	 	(f)	 	Without taking from the undertenant unqualified
covenants (which the Tenant shall enforce);






	 	(i)	 	Not to assign the whole of the
Premises without the prior written consent of the Landlord
(under this lease) such consent not to be unreasonably withheld
or delayed
	 
	 	(ii)	 	Not to sublet the whole of the
Premises nor a Permitted Part without the prior written consent
of the Landlord (under this lease) such consent not to be
unreasonably withheld or delayed
	 
	 	(iii)	 	Not to deal in any other way
whatsoever with the Premises or any part thereof
	 
	 	(iv)	 	Not to allow an assignment of
sublet premises without the prior written consent of the
Landlord (under this lease) such consent not to be unreasonably
withheld or delayed
	 
	 	(v)	 	To obtain from any assignee of an
underlease and any sub-tenant and any assignee of a sublease a
covenant with the Landlord (under this lease) to observe and
perform the covenants and conditions on the part of the Tenant
contained in this lease (other than the covenant to pay rent)
insofar only as they are consistent with and applicable to the
underlet premises or the sublet premises (as the case may be)
	 
	 	(vi)	 	To obtain if seasonably so
required by the Landlord (under this lease) in relation to any
subletting of the whole of the Premises or subletting of a
Permitted Part for more than three years a covenant with the
Landlord (under this lease) by an acceptable guarantor or
guarantors in such terms as the Landlord (under this lease) may
reasonably require
	 
	 	(vii)	 	In the case of a subletting of
the whole of the Premises not to sublet the whole of the
Premises other than by a sublease which:






	 	(1)	 	complies with the
provisions mutatis mutandis of clauses 5.25.4(b) to (e)
inclusive and subclause 5.25.4(g) of this Lease and
	 
	 	(2)	 	contains an
absolute prohibition against the subtenant assigning
part of the sublet premises or




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further subletting the whole or any part of the
sublet premises




	 	(viii)	 	In the case of a subletting of a Permitted Part not to sublet
a Permitted Part other than by a sublease which:






	 	(1)	 	complies with the
provisions mutatis mutandis of clauses 5.25.5(b) to (e)
inclusive and subclause 5.25.50) of this Lease and,
	 
	 	(2)	 	contains an
absolute prohibition against the s assigning part of the
sublet premises or further subletting the whole or any
pant of the sublet premises






	 	(g)	 	except on the basis so far as the Landlord and
Tenant Act 195 shall allow that no compensation shall he payable to the
undertenant on determination of the underlease






	 	5.25.5.	 	Not to underlet a Permitted Part without the Landlord’s prior written
consent such consent not to be unreasonably withheld or delayed and not to
underlet






	 	(a)	 	except to an undertenant who shall first have:






	 	(i)	 	entered into a covenant with the
Landlord to observe and perform the covenants and conditions on
the part of the Tenant contained in this lease (other than the
covenant to pay rent) insofar as they are consistent with and
applicable to the underletting of the Permitted Part; and
	 
	 	(ii)	 	(in the case of an underletting
of a Permitted Part for more than three years if reasonably so
required by the Landlord procured a covenant with the Landlord
by an acceptable guarantor or guarantors in such terms as the
Landlord may reasonably require






	 	(b)	 	except under an underlease which has been
excluded from the operation of Sections 24 to 28 (inclusive) of the
Landlord and Tenant Act 1954
	 
	 	(c)	 	in consideration of any premium
	 
	 	(d)	 	without reserving a yearly rent payable in
advance on the usual quarter days equal to the then current open market
rental value of the Permitted Part reviewable on an upwards only basis
at intervals of every five years on the same terms as the rent review
under this lease save that the term of the hypothetical lease shall be
that equivalent to the term of the actual underlease and PROVIDED





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ALWAYS that the Tenant may effect underlettings of a Permitted Part
for a term of less than five years with no rent review




	 	(e)	 	except on similar covenants and conditions
(which the Tenant shall enforce) to those contained in this lease and
in particular






	 	(i)	 	a provision for reentry an breach
of any covenant by the undertenant contained in the underlease
and
	 
	 	(ii)	 	proper service charge provisions
(which shall be approved by the Landlord (under this Lease) such
approval not to be unreasonably withheld or delayed) for the
undertenant to contribute towards the cost of repairing
maintaining and cleansing the Main Structure and such other its
and services as are appropriate






	 	(f)	 	Without taking from the undertenant unqualified
covenants (which the Tenant shall enforce):






	 	(i)	 	not to assign the whole of the
Permitted Part without the prior written consent of the Landlord
(under this lease not to be unreasonably withheld or delayed)
	 
	 	(ii)	 	not to sublet the whole or part
of the Permitted Part without the prior written consent of the
Landlord (wider this Lease) such consent not to be unreasonably
withheld or delayed PROVIDED THAT notwithstanding the generality
of the foregoing the undertenant may not Id part of the
Permitted Part other than a whole floor (excluding the fourth
floor)
	 
	 	(iii)	 	not to deal in any other way
whatsoever with the Permitted Part or any part thereof
	 
	 	(iv)	 	Not to allow an assignment of the
sublet premises without the prior written consent of the
Landlord (under this Lease) such consent not to be unreasonably
withheld
	 
	 	(v)	 	to obtain from any assignee of an
underlease and any subtenant and any assignee of a sublease a
covenant with the Landlord (under this Lease) to observe and
perform the covenants and conditions on the part of the Tenant
contained in this Lease (other than the covenant to pay rent)
insofar only as they are consistent with and applicable to the
underlet premises or the sublet premises (as the case may be)
	 
	 	(vi)	 	to obtain if reasonably so
required by the Landlord (under this Lease) in relation to any
subletting of the whole or part of the Permitted Part for more
than three years a covenant





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with the Landlord (under this Lease) by an acceptable
guarantor or guarantors in such terms as the Landlord (under
this Lease) may reasonably require




	 	(vii)	 	in the case of a subletting of
the whole or any part of the Permitted Part not to sublet other
than by a sublease which:






	 	(1)	 	complies with the
provisions mutatis mutandis of clauses 5.25.5(b)-(e)
inclusive and subclauses 5.25.5(g) of this lease and
	 
	 	(2)	 	contains an
absolute prohibition against the subtenant assigning
part of the sublet premises or further subletting the
whole or any part of the sublet premises






	 	(g)	 	except on the basis so far as the Landlord and
Tenant Act 1954 shall allow that no compensation shall be payable to
the undertenant on determination of the underlease






	5.25.6.	 	Not without the Landlord’s prior written consent such consent not to be
unreasonably withheld or delayed






	 	(a)	 	to vary the terms of any underlease or
	 
	 	(b)	 	to agree any rent on review under any
underlease or sublease and if the rent thereunder is to be determined
by a third party in accordance with the conditions therein contained to
procure that the Landlord’s representations as to the rent payable
thereunder are made to that person and to provide the Landlord with
details of all rent reviews within one month of agreement or
determination






	5.25.7.	 	In addition the foregoing provisions of this cause 5.25 shall also not apply
to the Tenant nor to any undertenant or sub-tenant of the whole or a Permitted
Part of the Premises granting an Assured Shorthold Tenancy under the Housing
Act 1988 (as amended) of the fourth floor of the Premises for a fixed term not
exceeding three years (to expire in any event on or before the expiration of
the Contractual Term) at the full market rent provided that such Assured
Shorthold Tenancy does not confer security of tenure on the tenant






	5.25.8.	 	The foregoing provisions of this clause 5.25 shall not apply to any parting
with possession or occupation or sharing occupation of the Premises with any
member of the group of companies (as defined in Section 42(1) of the Landlord
and Tenant Act 1954) of which the Tenant is itself a member on the condition
that:






	 	(a)	 	No landlord and tenant relationship is created
between the Tenant and such company




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	 	(b)	 	The possession or occupation shall forthwith be
determined if the Tenant and the relevant member of the group shall
cease for any reason whatsoever to be members of the same group of
companies
	 
	 	(c)	 	On written request from the Landlord or its
agents the Tenant shall supply in writing to the Landlord or its agents
details of the identity, of any company as aforesaid let into
possession or occupation






	 	5.25.9.	 	The foregoing provisions of sub-clause 5.25.8 shall apply mutatis mutandis
to any permitted undertenant and any permitted sub-tenant






	5.26	 	Permitted number of occupiers






	 	5.26.1.	 	Notwithstanding the provisions of clauses 5.25.1 to 5.25.7 (inclusive) not
to allow there to be at any time more than three occupiers of the Premises
(including an occupier of the fourth floor of the Premises in accordance with
clause 5.25.7) under underleases with the Tenant occupying at least forty eight
per centum of the net lettable floor area of the Premises
	 
	 	5.26.2.	 	If the Tenant (including any member of the group of companies (as defined in
Section 42(1) of the Landlord and Tenant Act 1954) of which the Tenant is
itself a member) is not in occupation of any part of the Premises then
notwithstanding the provisions of clauses 5.25.1 to 5.25.7 (inclusive) the
Tenant shall not allow there to be at any time more than four occupiers of the
Premises under underleases
	 
	 	5.26.3.	 	The provisions of clauses 5.25.8 and 5.25.9 shall apply notwithstanding the
provisions of clauses 5.26.1 and 5.26.2






	5.27	 	To register any disposition
	 
	 	 	To give notice in writing of every assignment assent transfer underlease charge
change of name charge or devolution of or other instrument relating to or affecting
the Premises and to produce a certified copy of the same within twenty one days
after the execution or grant thereof to the solicitors of the Landlord and to pay
their reasonable registration fee in respect of each such instrument PROVIDED THAT
registration of any such document shall, not require the Landlord to consider the
terms thereof and shall not be evidence that it has done so
	 
	5.28	 	Not to overload premises nor obstruct Conduits






	 	5.28.1.	 	Not to overload any part of the Premises or to impose a weight or strain in
excess of that which the Premises are constructed to bear with due margin for
safety




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	 	5.28.2.	 	Not to obstruct any Conduits serving the Premises by oil grease hair other
deleterious matter and to keep all Conduits serving the Premises thoroughly
cleaned as often as may be necessary






	5.29	 	Indemnity
	 
	 	 	To indemnify the Landlord against all legal liability arising out of any breach by
the Tenant of the provisions of this lease
	 
	5.30	 	Freehold covenant






	 	5.30.1.	 	By way of indemnity only to observe and perform the covenants refute to in
entry numbers 1 and 4 of the Charges Register of freehold title number LN201213
as shown in copy entries dated 11 November 1999 (a copy of which is attached
hereto) insofar as the same affect the Premises and are capable of being
enforced and to keep the Landlord fully a effectually indemnified against all
actions proceedings damages costs expenses claims and demands whatsoever in
respect of any breach thereof
	 
	 	5.30.2.	 	To observe and perform the warranty as to the use of the Premises contained
in the Contingency Insurance Restrictive Covenant Poll effected with Norwich
Union Insurance Limited being policy number 9480CQ00030 and to keep the
Landlord fully and effectual indemnified against all actions proceedings
damages costs expenses claims and demands whatsoever in respect of any breach
thereof






	5.31	 	Value added tax






	 	5.31.1.	 	To pay the Landlord value added tax chargeable in respect of any taxable
supplies made by the Landlord to the Tenant in connection with this lease
(whether or not at the election of the Landlord) and in respect of such
supplies the Landlord shall supply the Tenant with a value added invoice within
ten Working Days of payment by the Tenant
	 
	 	5.31.2.	 	Where the Tenant has agreed in this lease to reimburse the Landlord for the
costs or expenses of any supplies provided to the Landlord by a third party
(but in respect of which the Landlord makes no taxable supply to the Tenant)
the Tenant shall also at the same time reimburse the Landlord with an amount
equivalent to the value added input tax incurred by the Landlord save to the
extent that the Landlord is entitled to a credit for such input tax






	6.	 	LANDLORD’S COVENANTS
	 
	 	 	THE Landlord hereby covenants with the Tenant as follows:




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	6.1	 	Quiet enjoyment
	 
	 	 	That the Tenant paying the rents hereby reserved and observing and performing the
covenants conditions and agreements on the part of the Tenant herein contained shall
and may quietly hold and enjoy the Premises during the Term without any interruption
by the Landlord or persons lawfully claiming under the Landlord
	 
	6.2	 	To insure






	 	6.2.1.	 	To insure in some insurance office of repute in the United Kingdom (unless
such insurance is vitiated by any act neglect or default of the Tenant or
anyone at the premises expressly or impliedly with the authority of the Tenant
or any undertenant)






	 	(a)	 	the Premises and all Landlord’s fixtures and
fittings and plant therein of an insurable nature against destruction
or damage by the Insured Risks (subject in each case to insurance for
any risk being ordinarily available from a reputable insurer at usual
market rates and subject in each case to such exclusions conditions and
limitations as may be imposed by the insurers) in such sum as shall be
reasonably determined from time to time by the Landlord to represent
the full reinstatement cost thereof together with all professional and
other fees and expenses and the cost of site clearance debris removal
and other incidental expenses
	 
	 	(b)	 	for the loss of three years Rent caused by any
of the Insured Risks






	 	6.2.2.	 	To supply a summary of such insurance and evidence of the current premium on
request once yearly to the Tenant and to notify the Tenant forthwith in writing
of the exclusions conditions and warranties applicable to the insurance
effected by the Landlord and to notify the Tenant in writing forthwith of any
change in them
	 
	 	6.2.3.	 	In the case of destruction or damage to the Premises by any of the Insured
Risks to ensure that all insurance moneys (other than for loss of Rent) and
property owners liability received by the Landlord are with all convenient
speed (subject to the necessary labour and materials being procurable and to
all necessary statutory consents being obtained which the Landlord shall use
its reasonable endeavours to procure and obtain) laid out in reinstating the
premises the Landlord (subject to the Tenant complying with the provisions of
clause S17,3 7,3 if appropriate) making up any deficiency in insurance monies
received out of its own monies provided that, the Landlord’s liability
hereunder shall be deemed to be satisfied if the Landlord provides premises as
convenient and commodious as but not necessarily identical with that previously
existing




- 23 -









 












	7.	 	PROVIDED ALWAYS THAT and it is hereby aged as follows:






	 	7.1	 	Forfeiture and re-entry
	 
	 	    That this lease is made upon the express condition that if:






	 	7.1.1.	 	any reserved rents shall be unpaid for ten Working Days after the due dates
whether the same shall have been lawfully demanded or not or
	 
	 	7.1.2.	 	any Tenant’s covenant shall not have been observed or performed or
	 
	 	7.1.3.	 	in respect of a Tenant or a guarantor (other than an outgoing tenant who
shall have entered into an authorised guarantee agreement with the Landlord)
(not being a company):






	 	(a)	 	an application is made for an interim order
under Part VIII of the Insolvency Act 1986 or
	 
	 	(b)	 	a bankruptcy petition is presented or there is
made against him a bankruptcy order or
	 
	 	(c)	 	there is summoned any meeting of creditors or
the Tenant makes any proposal to his creditors for a composition in
satisfaction of debts or proposes or enters into any arrangement of
whatever nature with his creditors or






	 	7.1.4.	 	in respect of a Tenant or a guarantor (other than an outgoing tenant who
shall have entered into an authorised guarantee agreement with the Landlord
(being a company):






	 	(a)	 	it enters into liquidation whether compulsory
or voluntary (other than for the purposes of an amalgamation or
reconstruction resulting in a solvent company) or
	 
	 	(b)	 	a petition is presented for a winding up order
or an administration order (or the company or its directors resolve to
present either) or it is wound up or
	 
	 	(c)	 	there is summoned any meeting of creditors or
the Tenant (or its directors) makes any proposal to the creditors Dar a
composition in satisfaction of its debts or proposes or enters into any
arrangement of whatever nature for the benefit of the creditors or its
members or
	 
	 	(d)	 	there is appointed a receiver Or a receiver and
manager or an administrator or an administrative receiver (or a person
becomes entitled to exercise any such powers) or






	 	7.1.5.	 	the Tenant has any-distress or execution levied on any goods at the Premises
which is not discharged within ten Working Days




- 24 -









 












Then and in any of the said cases it shall be lawful for the Landlord or its
authorised agent to re-enter upon the Premises and to re-possess and enjoy
the same as if this lease had not been made but without prejudice to any
right of action or remedy of any party in respect of any antecedent breach
of any of the covenants herein contained




	7.2	 	Rent censer
	 
	 	 	If the Premises or any part thereof shall be destroyed or damaged by any of the
Insured Risks so ea to make the Premises unfit for occupation or use then (save to
the extent that the policy moneys for loss of rent shall have been wholly or partly
withheld due to any act neglect or default of the Tenant or any undertenant or
anyone at the Premises expressly or impliedly with the authority of the Tenant or
any undertenant) or due to any exclusion or limitation to which the policy of
insurance may be subject) the Rent or a fair proportion thereof according to the
nature and extent of the damage sustained shall be suspended until the Premises
shall again be fit for occupation and use or until the expiration of three years
from the date of the damage or destruction whichever shall be the earlier and any
dispute shall be referred to the award of a single arbitrator to be appointed in
default of agreement upon the application of either party by the President for the
time being of the Royal, Institution of Chartered Surveyors in accordance with the
provisions of the Arbitration Act 1996
	 
	7.3	 	Insurance proceeds
	 
	 	 	Subject to the provisions for reinstatement of the Premises contained in clause
6.2(c) , the building insurance proceeds shall belong to the Landlord for its own
use and benefit absolutely
	 
	7.4	 	Determination






	 	7.4.1.	 	The Tenant may determine this Lease on (and only on) the 20th November 2012
by serving on the Landlord not less than six months prior written notice to
that effect
	 
	 	7.4.2.	 	This Lease shall only determine as a result of notice served by the Tenant
under clause 7.4.1 if:






	 	(a)	 	that notice has been served strictly in
accordance with that clause; and
	 
	 	(b)	 	on or before 20th November 2012 the Tenant:






	 	(i)	 	gives vacant possession of the
Premises to the Landlord; and
	 
	 	(ii)	 	delivers to the Landlord the
original of this lease and any other title documents to the
Premises which the Tenant holds or proper evidence as to their
loss; and




- 25 -









 












	 	(iii)	 	pays to the Landlord a sum equal
to six months Rent at the rate payable on 20th November 2012
plus a sum equal to Value Added Tax thereon






	 	7.4.3.	 	If the Tenant is in material breach of any of its covenants to reinstate the
Premises on determination of this lease and/or to remove its fixtures and
fittings having been requested to do so by the Landlord then the Tenant shall
(if reasonably required by the Landlord) offer the Landlord such security as
may reasonably be required for such works to be done and pay the same on
determination of this lease
	 
	 	7.4.4.	 	The Landlord may in its absolute discretion waive compliance with all or any
of the conditions or obligations set out in clause 7.4.2 but unless otherwise
expressly agreed in writing such waiver shall not relieve the Tenant from
liability to comply with the relevant condition or obligation
	 
	 	7.4.5.	 	if the provisions of this clause 7.4 are complied with then upon the 20th
November 2012 this Lease shall determine In without prejudice to any right of
action of either Landlord or Tenant i respect of any previous breach by the
other of this Lease and withal prejudice also to the continuing operation of
clause 7.4.3 of this clans 7.4
	 
	 	7.4.6.	 	Time is of the essence in respect of this clause 7.4
	 
	 	7.4.7.	 	Any notice of determination served under clause 7.4.1 shall be irrevocable






	7.5	 	Determination because of frustration
	 
	 	 	If the Premises or any part thereof are so damaged or destroyed by an Insured Risk a
to render the same with for occupation and use and have not been reinstated fit for
occupation and use within the period of three years from the date of such damage of
destruction the Tenant may terminate this Lease (but only before the Premises have
been reinstated as aforesaid) by giving notice to that effect to the Landlord and
upon the giving of such notice this Lease shall determine and become null and void
bun without prejudice to any rights of either party in respect of any antecedent
claim or breach of covenant
	 
	7.6	 	Disputes
	 
	 	 	Any dispute arising as between the Tenant and the lessee or occupier of any adjacent
or neighbouring premises belonging to the Landlord as to any easement right or
privilege enjoyed or used in common shall be decided by the Landlord acting fairly
and impartially whose decision shall be binding upon all parties to the dispute save
in the case of manifest error or illegality
	 
	7.7	 	Service of notices






	 	7.7.1.	 	Any demand or notice under this lease shall be properly served if left a or
sent by post to




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	 	(a)	 	its registered office where the recipient is a
company or
	 
	 	(b)	 	where the recipient is not a company the
address herein contained or such substituted address as shall have been
notified in writing






	 	7.7.2.	 	The provisions as to service by post as contained in section 196 of the Law
of Property Act 1925 as amended by the Recorded Delivery Service Act 1962 shall
apply






	 	7.8	 	Compensation for disturbance
	 
	 	 	 	So far as the Landlord and Tenant Act 1954 shall allow no compensation shall be
payable on determination of this lease hereby created






	8.	 	New tenancy
	 
	 	 	This lease is a new tenancy as defined in the Landlord and Tenant (Covenants) Act 1995
	 
	9.	 	Agreement for lease
	 
	 	 	It is hereby certified that there is an agreement for lease to which this lease gives effect
	 
	10.	 	Contracts (Rights of Third Parties) Act 1999
	 
	 	 	Unless expressly stated nothing in this lease shall create any rights in favour of any
person pursuant to the Contracts (Rights of Third Parties) Act 1999
	 
	 	 	Delivered as a deed on the date hereof





THE FIRST SCHEDULE



The right at reasonable times and on at least 3 days prior notice (except in emergency) to enter
the Premises for the purposes of:





inspecting the condition and state of repair thereof




carrying out any works for which the Landlord or the Tenant is liable under this
lease or by statute




carrying out any works to any party stricture Conduits or other thing used by the
Tenant in common with others but only where such works cannot otherwise be carried
out




subject to the persons so entering causing as little damage or disturbance to the
Tenant’s business as possible and making good forthwith any physical damage to the
Premises caused by such entry to the reasonable satisfaction of the Tenant



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THE SECOND SCHEDULE



The covenants rights and other matters referred to in entry numbers 2 and 3 of the Property
Register and entry numbers 1 and 4 of the Charges Register of freehold title number LN201213 as
shown in copy entries dated 11 November 1999 (a copy of which is attached hereto)




	 	 	 	 	 	 	 	 	 
	EXECUTED as a DEED by SUN LIFE

	 	 	)	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	ASSURANCE COMPANY OF CANADA

	 	 	)	 	 	Director
	 	 
	(U.K.) LIMITED acting by a director and
	 	 	)	 	 	 	 	 
	Its secretary

	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Secretary	 	 







- 28 -