exv10w23



 








Exhibit 10.
23




DATED 13th December 1996




SLOUGH PROPERTIES LIMITED




- to -




AZUR ENVIRONMENTAL LIMITED




 






LEASE




Premises known as Winnersh 545

Winnersh Triangle Wokingham Berkshire




 






Nabarro Nathanson

50 Stratton Street

London W1X 6NX




Tel: 0171 493 9933




JE/JUS/S2883/224/jvm WP3658A 20/11/96




 









 





PARTICULARS




	 	 	 	 	 
	DATE OF THIS DEED

	 	:
	 	 13th December 1996
	 
	 	 	 	 
	LANDLORD

	 	:
	 	SLOUGH PROPERTIES LIMITED
	 
	 	 	 	 
	Registered office

	 	:
	 	 234 Bath Road Slough SL1 4EE
	 
	 	 	 	 
	Company Registration No.

	 	:
	 	 448911
	 
	 	 	 	 
	TENANT

	 	:
	 	AZUR ENVIRONMENTAL LIMITED
	 
	 	 	 	 
	Registered office

	 	:
	 	The Coach House 24A Tile House Street Hitchin Hertfordshire SG5 2DY
	 
	 	 	 	 
	Company Registration No.

	 	:
	 	 2538199
	 
	 	 	 	 
	SURETY

	 	:
	 	None
	 
	 	 	 	 
	ESTATE

	 	:
	 	the area from time to time comprising
the Landlord’s estate at Winnersh
Triangle Wokingham of which the Premises
form part the present such area being
shown for identification only edged red
on the Estate Plan
	 
	 	 	 	 
	LAND

	 	:
	 	the land off Eskdale Road on the Estate shown edged red on the Lease Plan






 









 






	 	 	 	 	 
	BUILDING

	 	:
	 	the building (presently known as Winnersh
545) on the Land which (with the Fixtures
and any car parking and landscaping
facilities) is described in the First
Schedule
	 
	 	 	 	 
	COMMENCEMENT DATE

	 	:
	 	25th November 1996
	 
	 	 	 	 
	TERM

	 	:
	 	20 years together with the period of any
continuation or extension of the tenancy
granted by this Lease
	 
	 	 	 	 
	RENT COMMENCEMENT DATE

	 	:
	 	25th November 1996
	 
	 	 	 	 
	RENT

	 	:
	 	until 25th May 1997 the sum of
£47,916 per annum and thereafter £95,832
per annum subject to review as provided in
this Lease
	 
	 	 	 	 
	REVIEW DATES

	 	:
	 	25th November 2001 and each
fifth anniversary of that date
	 
	 	 	 	 
	PERMITTED USE

	 	:
	 	use for any purpose within Classes B1 and
B8 of the Schedule to the Town and Country
Planning (Use Classes) Order 1987 (as
amended or replaced from time to time)






 









 






CONTENTS




	 	 	 
	CLAUSE	 	SUBJECT
	1.

	 	DEFINITIONS
	 
	 	 
	2.

	 	INTERPRETATION
	 
	 	 
	3.

	 	DEMISE
	 
	 	 
	4.

	 	TENANTS COVENANTS
	 
	 	 
	4.1

	 	Payment of rents
	 
	 	 
	4.2

	 	Interest on late payments
	 
	 	 
	4.3

	 	Payment of rates etc
	 
	 	 
	4.4

	 	Exterior painting
	 
	 	 
	4.5

	 	Interior painting
	 
	 	 
	4.6

	 	Repair
	 
	 	 
	4.7

	 	Yielding up
	 
	 	 
	4.8

	 	Reinstatement
	 
	 	 
	4.9

	 	Landlord’s access
	 
	 	 
	4.10

	 	Default remedies of the Landlord
	 
	 	 
	4.11

	 	Signs and aerials
	 
	 	 
	4.12

	 	Use
	 
	 	 
	4.13

	 	Refuse and rubbish
	 
	 	 
	4.14

	 	Nuisance
	 
	 	 
	4.15

	 	Estate regulations
	 
	 	 
	4.16

	 	Estate Roads and Accessways etc
	 
	 	 
	4.17

	 	Acts prejudicial to insurance
	 
	 	 
	4.18

	 	Safeguarding the Premises
	 
	 	 
	4.19

	 	Planning Applications
	 
	 	 
	4.20

	 	Alterations
	 
	 	 
	4.21

	 	Statutory obligations






 









 






	 	 	 
	CLAUSE	 	SUBJECT
	4.22

	 	Alienation
	 
	 	 
	4.23

	 	Registration of dealings
	 
	 	 
	4.24

	 	Reletting and sale boards
	 
	 	 
	4.25

	 	Cost of licences and notices as to breach of covenant
	 
	 	 
	4.26

	 	Indemnity
	 
	 	 
	4.27

	 	VAT
	 
	 	 
	4.28

	 	Defects
	 
	 	 
	4.29

	 	Costs of party items
	 
	 	 
	4.30

	 	Documents affecting title
	 
	 	 
	5.

	 	LANDLORD’S COVENANTS
	 
	 	 
	5.1

	 	Quiet enjoyment
	 
	 	 
	5.2

	 	Insurance
	 
	 	 
	5.3

	 	Estate Roads and Parking etc
	 
	 	 
	6.

	 	CONDITIONS
	 
	 	 
	6.1

	 	Repossession on Tenant’s default
	 
	 	 
	6.2

	 	Benefit of insurance and abatement of rent
	 
	 	 
	6.3

	 	Notices
	 
	 	 
	6.4

	 	Repair of Estate Roads etc
	 
	 	 
	6.5

	 	Closure of facilities
	 
	 	 
	7.

	 	RENT REVIEW
	 
	 	 
	8.

	 	TENANT’S OPTION TO DETERMINE
	 
	 	 
	9.

	 	SURETY






 









 






SCHEDULES




	 	 	 	 	 
	First Schedule

	 	 	 	Building
	 
	 	 	 	 
	Second Schedule -

	 	Part 1
	 	Rights
	 
	 	 	 	 
	 

	 	Part 2
	 	Exceptions and Reservations
	 
	 	 	 	 
	Third Schedule

	 	 	 	Obligations of the Surety
	 
	 	 	 	 
	Fourth Schedule

	 	 	 	Rent review memorandum
	 
	 	 	 	 
	Fifth Schedule

	 	 	 	Documents and matters affecting title
	 
	 	 	 	 
	Sixth Schedule

	 	Part 1
	 	Service Charge for the Estate
	 
	 	 	 	 
	 

	 	Part 2
	 	Costs or Winnersh 500 facilities
	 
	 	 	 	 
	Seventh Schedule

	 	 	 	Materials referred to in clause 4.18.2






 









 






THIS LEASE is made on the date and between the parties stated in the Particulars




WITNESSES as follows:





	1.	 	DEFINITIONS
	 
	 	 	In this Lease the following expressions have the meanings indicated:





	 	 	 	 	 
	 

	 	“Accessways”
	 	the roads and ways shown for the purpose of
identification only hatched brown on the Lease
Plan
	 
	 	 	 	 
	 

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

	 	“Adjoining Premises”
	 	the premises known as Winnersh 540 demised by a
lease of even date made between the Landlord and
the Tenant
	 
	 	 	 	 
	 

	 	“Authorised Guarantee Agreement”
	 	the meaning defined in and for the purposes of
Section 16 of the Act and the form of such
Agreement shall be as reasonably required by the
Landlord
	 
	 	 	 	 
	 

	 	“Common Areas”
	 	the Estate other than the Premises and other
areas let or intended by the Landlord to be let
but including the whole of the Estate Roads
	 
	 	 	 	 
	 

	 	“Conducting Media”
	 	all sewers drains pipes wires watercourses
subways cables apparatus conduits and any other
media or works for the conduct or transmission of
any service matter or material (including any
media and works in respect of the sprinkler
system at the Estate)
	 
	 	 	 	 
	 

	 	“Estate Plan”
	 	the plan marked Estate Plan attached to this Lease






1









 






	 	 	 	 	 
	 

	 	“Estate Roads”
	 	1. the roads pavements and paths shown for the
purpose of identification only hatched brown on
the Estate Plan (or any road pavement or path
at any time replacing any of them) and

	 
	 	 	 	 
	 

	 	 	 	2. such other roads pavements and paths at
Winnersh Triangle (whether or not on or forming
part of the Estate) as may from time to time
serve or be available for use generally by
tenants and occupiers in connection with
premises on the Estate but excluding any that
may be or become any public highway or footpath

	 
	 	 	 	 
	 

	 	“First Schedule”
	 	the schedule referred to in the First Schedule
including any amended or substituted schedule
describing any other building (and its fixtures
equipment and other items) erected on the Land
by the Landlord pursuant to this Lease
	 
	 	 	 	 
	 

	 	“Fixtures”
	 	the Landlord’s fixtures from time to time on or
forming part of the Land including the fixtures
equipment and items which with the Building are
described in the First Schedule
	 
	 	 	 	 
	 

	 	“Full Reinstatement Value”
	 	the costs (including demolition professional
fees and any value added tax payable) which
would be likely to be incurred in carrying out
repair or reinstatement in accordance with the
requirements of this Lease at the time when
such






2









 











 









 





	 	 	 	 	 
	 

	 	 	 	repair or reinstatement is likely to take place having regard
to current building techniques and materials
	 
	 	 	 	 
	 

	 	“Insured Risks”
	 	fire lightning earthquake explosion aircraft riot storm
tempest flood burst pipes malicious damage and impact damage
and such other insurable risks and on such terms and subject
to such exclusions as the Landlord may from time to time
consider reasonably necessary but excluding any risks which
the Landlord shall decide from time to time not to include in
any policy (whether on the grounds of unavailability of
insurance cover for that risk or otherwise) but so that the
Landlord shall give at least fourteen days’ prior notice in
writing to the Tenant of any risk ceasing to be covered by
any policy
	 
	 	 	 	 
	 

	 	“Landscaped Areas”
	 	those parts of the Land as are hatched green on the Lease Plan
	 
	 	 	 	 
	 

	 	“Lease Plan”
	 	the plan marked “Lease Plan” attached to this Lease
	 
	 	 	 	 
	 

	 	“Loss of Rent”
	 	the loss of the rent first reserved by clause 3 for such
period (being not less than three years) as may reasonably be
required by the Landlord from time to time having regard to
the likely period required for reinstatement in the event of
both partial and total destruction and in an amount






3









 






	 	 	 	 	 
	 

	 	 	 	which would take into account potential increases
of rent in accordance with clause 7
	 
	 	 	 	 
	 

	 	“Parking Area”
	 	such area or areas within the Land as are
designated for parking and shown on the Lease Plan
as demised car parking
	 
	 	 	 	 
	 

	 	“Planning Acts”
	 	includes the Town and Country Planning Act 1990
the Planning (Listed Buildings and Conservation
Areas) Act 1990 the Planning (Hazardous
Substances) Act 1990 and the Planning
(Consequential Provisions) Act 1990
	 
	 	 	 	 
	 

	 	“Premises”
	 	the Land together with the Building (or any other
building erected by the Landlord in its place) and
all additions and the Fixtures and a reference to
the “Premises” includes a reference to any part
	 
	 	 	 	 
	 

	 	“Prescribed Rate”
	 	three per centum above the Base Rate of National
Westminster Bank PLC from time to time (or such
other clearing bank as the Landlord shall
nominate) or (if such rate shall cease to be
published) such other reasonable or comparable
rate as the Landlord shall from time to time
designate
	 
	 	 	 	 
	 

	 	“Service Charge”
	 	the aggregate of the costs and liabilities
referred to in Part 1 of the Sixth Schedule
	 
	 	 	 	 
	 

	 	“Service Charge Period”
	 	the period in respect of which the Service Charge
is calculated as determined from time to time by
the Landlord and notified to the Tenant and






4









 






	 	 	 	 	 
	 

	 	 	 	initially is each consecutive period of twelve months ending on 31 December
	 
	 	 	 	 
	 

	 	“Sign Display”
	 	the panel or panels installed by the Landlord on the Building for the display
of name and logo signs
	 
	 	 	 	 
	 

	 	“Tenant’s Proportion of the Service Charge”
	 	the part of the Service Charge for which the Tenant is liable which shall
be such fair and proper proportion as the Landlord’s Surveyor shall from time
to time determine acting as an expert
	 
	 	 	 	 
	 

	 	“Winnersh 500”
	 	means that part of the Estate (of which the Premises form part) shown edged
blue on the Lease Plan





	2.         INTERPRETATION







	 
	2.1	 	The expressions “the Landlord” and “the Tenant” shall wherever the context so admits include
their respective successors in title
	 
	2.2	 	Where the Tenant or the Surety (if any) for the time being are two or more persons the terms
“the Tenant” and “the Surety” (if any) include the plural number and obligations expressed or
implied to be made by such party are deemed to be made by such persons jointly and each of
them severally
	 
	2.3	 	Words importing one gender include all other genders and
words importing the singular include the plural and vice versa
	 
	2.4	 	References in this Lease to any statute or legislation (whether specific or general) include
any other statute or legislation replacing amending or supplementing the same and any orders
regulations bye-laws notices permissions approvals or consents thereunder




5









 






	2.5	 	References in the Sixth Schedule to gross external areas mean such areas from time
to time




	 
	3.	 	DEMISE
	 
	 	 	The Landlord demises to the Tenant the Premises together with the Rights referred to in Part
1 of the Second Schedule but subject to the Exceptions and Reservations referred to in Part
2 of the Second Schedule and to any documents and matters referred to in the Fifth Schedule
to hold to the Tenant for the Term starting on the Commencement Date yielding and paying
therefor during the Term:




	 
	3.1	 	Rent
	 
	 	 	yearly the Rent and all increases arising from any review pursuant to the provisions
in this Lease for the review of rent to be paid without any deduction or set off by
equal quarterly payments in advance on the Twenty-fifth day of March the
Twenty-fourth day of June the Twenty-ninth day of September and the Twenty-fifth day
of December in every year the first payment for the period from and including the
Rent Commencement Date up to and including the day immediately preceding the quarter
day next after the date of this Lease to be made on the date of this Lease
	 
	3.2	 	Service Charge for the Estate
	 
	 	 	as additional rent the Tenant’s Proportion of the Service Charge in respect of the
Estate in accordance with Part 1 of the Sixth Schedule
	 
	3.3	 	Winnersh 500 facilities
	 
	 	 	as additional rent the sums payable by the Tenant in respect of Winnersh 500
pursuant to and in accordance with Part 2 of the Sixth Schedule
	 
	3.4	 	Insurance
	 
	 	 	as additional rent from time to time a sum or sums of money equal to the expense
incurred by the Landlord in effecting or maintaining insurance in accordance with
clause 5.2 (including any increased premium payable in




6









 






	 	 	respect of the Premises or any neighbouring property by reason of any act or
omission by (or permitted by) the Tenant or an undertenant) as the Landlord shall
from time to time effect such insurance for the Landlord’s benefit in the Full
Reinstatement Value against the Insured Risks and the Loss of Rent such sum or sums
to be paid on demand




	 
	4.	 	TENANTS COVENANTS
	 
	 	 	The Tenant covenants with the Landlord as follows:




	4.1	 	Payment of rents
	 
	 	 	To pay the respective rents and sums of money reserved and made payable at the times
and in the manner in which the same are set out or referred to in clause 3 without
any deduction or set off and to make all such payments to the Landlord on the due
date through the Tenant’s bankers by the direct debit system
	 
	4.2	 	Interest on late payments
	 
	 	 	If the Tenant shall fail to pay any rents or any other sum payable under this Lease
when the same is due (whether formally demanded or not) to pay to the Landlord as
additional rent (but without prejudice to any other rights of the Landlord including
those under clause 6) interest on all such rents or other sums from the due date for
payment until the date actually paid at the Prescribed Rate current at such due date
and any such interest shall be recoverable by the Landlord as rent in arrear
	 
	4.3	 	Payment of rates etc




	 
	4.3.1	 	To pay and indemnify the Landlord against all existing and future rates or other
outgoings whatsoever imposed or charged upon the Premises or upon the owner or occupier in
respect of the Premises
	 
	4.3.2	 	To pay and be responsible for all electricity gas and other services to the
Premises




7









 






	4.4	 	Exterior painting
	 
	 	 	In every third year and in the last year of the Term to prepare and paint the
outside of the Building where usually or previously so painted in a good and
workmanlike manner and otherwise properly to clean treat or decorate other parts of
the outside of the Building as the same ought to be cleaned treated and decorated
(such painting and decorating to be carried out in colours and patterns first
approved in writing by the Landlord such approval not to be unreasonably withheld or
delayed) and whenever necessary to renew or replace all seals and mastics
	 
	4.5	 	Interior painting
	 
	 	 	In every fifth year and in the last year of the Term to prepare and paint all the
interior of the Building where usually or previously so painted in a good and
workmanlike manner (all such painting in the last year of the Term to be carried out
in colours and patterns first approved in writing by the Landlord) such approval not
to be unreasonably withheld or delayed
	 
	4.6	 	Repair




	 
	4.6.1	 	Well and substantially to repair and maintain the Premises and the walls fences
roads and Conducting Media in on or under the Premises (damage by any of the Insured Risks
excepted unless the insurance moneys are withheld in whole or in part or the policy avoided by
reason of any act or omission on the part of the Tenant or any undertenant or any employee
contractor or invitee of either of them) and at all times to keep the same in good and
substantial repair and condition and so repaired cleaned painted and maintained and further to
keep all parts of the Premises clean and tidy and free from rubbish and waste materials




8









 






	4.6.2	 	To keep the Parking Area for and suitable for the parking of vehicles
only
	 
	4.6.3	 	Subject to clause 4.6.4 to keep the Landscaped Areas as landscaped areas maintained
and planted as laid out and planted by the Landlord and in accordance with any general scheme
for the Estate from time to time specified by the Landlord and to replace with equivalent
specimens any plants that may die or need replacement and regularly to cut the grass and
generally to tend nurture and maintain the Landscaped Areas
	 
	4.6.4	 	If the Landlord so requires at any time or from time to time not to do the things
referred to in clause 4.6.3 (or such of them as may be notified to the Tenant) and shall give
to the Tenant reasonable notice of such requirement but instead to pay to the Landlord on
demand the reasonable and proper costs incurred by the Landlord in doing so or (where the
Landlord incurs costs in relation to such Areas and all or any of the other areas shown
hatched green on the Lease Plan) a proper proportion (as defined in paragraph 1.2 Part 2 of
the Fifth Schedule) of the costs so incurred by the Landlord
	 
	4.6.5	 	Not in any event to harm or damage any of the Landscaped Areas or the landscaping
or plants on them nor to alter such Areas or the scheme of landscaping and plants




	 
	4.7	 	Yielding up
	 
	 	 	At the expiration or sooner determination of the Term to yield up the Premises in
good and substantial repair and consistent with the full and due compliance by the
Tenant with its obligations under this Lease and to remove such tenant’s trade
fixtures and fittings and any signs erected by or




9









 






	 	 	at the instance of the Tenant making good any damage caused by such removal
	 
	4.8	 	Reinstatement




	 
	4.8.1	 	Three months before the expiry or sooner determination of the Term (unless or to
the extent otherwise required in writing by the Landlord) to carry out such works as shall be
necessary or desirable in order to ensure that the Premises or such part or parts of them as
may be required by the Landlord conform with the description in the First Schedule
	 
	4.8.2	 	Immediately before the assignment or underletting of this Lease or of the lease of
the Adjoining Premises (whether with or without the Landlord’s consent) separately from the
other to carry out all such works as shall be necessary to ensure that the Premises and the
Adjoining Premises are rendered separate and to reinstate any party walls and to remove all
doors windows or other openings and to seal off any Conducting Media
	 
	4.8.3	 	All such works shall be carried out to the satisfaction of the Landlord and the
Tenant shall apply for any necessary planning permission or approval which may be required
under the Planning Acts or other legislation




	 
	4.9	 	Landlord’s access
	 
	 	 	On the giving of reasonable prior notice in writing to permit the Landlord or its
agents at all times during the Term during reasonable hours in the day (or at any
time in the case of emergency) with or without workmen and others to enter the
Premises for the purpose of ascertaining that the covenants and conditions of this
Lease have been performed and observed by the Tenant and examining (including
opening up floors walls and ceilings




10









 






	 	 	where necessary to examine) the state of repair and condition of the Premises or for
the purpose of taking inventories of the Landlord’s fixtures or of carrying out
works on the adjoining property of the Landlord and of exercising any of the
Exceptions and Reservations referred to in Part 2 of the Second Schedule the
Landlord causing as little damage and inconvenience as practicable and as soon as
practicable making good all damage caused in the exercise of such right
	 
	4.10	 	Default remedies of the Landlord
	 
	 	 	If within three months after service of a notice from the Landlord requiring the
Tenant to remedy any breach of covenant relating to the state of repair or condition
of the Premises or otherwise to the carrying out of any works or actions (or earlier
in case of emergency) the Tenant shall not have commenced and proceeded diligently
and expeditiously such works or actions then to permit the Landlord to enter upon
the Premises and execute all or any such works or actions and the Landlord’s proper
costs and expenses (including the Landlord’s surveyors’ and other professional fees
in connection therewith) together with interest thereon at the Prescribed Rate
current at the date one month after service of such notice for the period from that
date to the date of payment shall be a debt due from the Tenant to the Landlord and
be forthwith recoverable as rent in arrear
	 
	4.11	 	Signs and aerials
	 
	 	 	Not to erect any pole mast or aerial or erect or display any sign noticeboard or
advertisement on any part of the Premises but the Tenant shall install and maintain
in the Sign Display an appropriate sign (to the prior written approval of the
Landlord not to be unreasonably withheld) showing the name of the Tenant and (if
applicable) its logo but showing no other information




11









 






	4.12	 	Use




	 
	4.12.1	 	Not to use the Premises or any part thereof otherwise than for the Permitted Use
and not at any time to store anything on any part of the Premises outside the Building
	 
	4.12.2	 	To use only for the parking of vehicles the Parking Area (but not to park any
trailers on such Area) and to require employees to use only such Area for the parking of their
vehicles and to enforce such requirement by all reasonable means available to the Tenant as an
employer




	 
	4.13	 	Refuse and rubbish




	 
	4.13.1	 	To ensure that all refuse rubbish and waste material is put in secure and closed
containers designed for that purpose and to take all appropriate measures to prevent escape of
refuse rubbish or waste materials from such containers
	 
	4.13.2	 	To make and maintain satisfactory arrangements for the regular removal of all
refuse rubbish and waste materials from the Premises so often as is necessary
	 
	4.13.3	 	If the Tenant fails to take immediately such steps as may be necessary to comply
with clause 4.13.1 or 4.13.2 after notice from the Landlord requiring it to do so to permit
the Landlord or others authorised by it (if the Landlord decides to do so) to enter the
Premises to carry out removal of refuse rubbish or waste materials (whether or not on a
regular basis) and to pay to the Landlord on demand all proper costs and expenses incurred by
the Landlord in connection with any removal arrangements which it makes




12









 






	4.14	 	Nuisance




	 
	4.14.1	 	Not to use the Premises or any part of them for any illegal purpose nor to carry
out on or from the Premises any noisy noxious dangerous or offensive act activity or business
nor anything which may be or become a nuisance or damage to the Landlord or any of its tenants
or the occupiers of any premises in the neighbourhood and in particular not to do or permit to
be done anything which might cause electronic or radio interference with any adjoining or
neighbouring premises
	 
	4.14.2	 	Not to do anything which would or might lead to any contamination of the Premises
or pollution of the environment or lead to the pollution obstruction damaging or overloading
of the Conducting Media and to carry out (or at the Landlord’s election to pay to the Landlord
the proper costs and fees of carrying out) all works necessary to remedy the contamination or
pollution or to remove the source of the contamination or pollution
	 
	4.14.3	 	Where the Tenant has failed to observe any of the obligations in this clause 4.14
to pay to the Landlord the proper costs incurred by it in obtaining such reports as the
Landlord may reasonably require to establish what damage or harm may have been caused to the
Premises or other property of the Landlord and the remedial cleaning or other works necessary
	 
	4.14.4	 	Not to discharge or allow to enter into any underground or other waters any
poisonous noxious or harmful effluent liquid or substance




	 
	4.15	 	Estate regulations
	 
	 	 	To observe such reasonable regulations as may from time to time be made by the
Landlord for the purposes of good estate management




13









 






	4.16	 	Estate Roads and Accessways etc




	 
	4.16.1	 	To take all necessary precautions to prevent damage or excessive wear and tear to
or any avoidable obstruction or any of the Estate Roads or the Accessways and to pay to the
Landlord on demand all proper costs and expenses of making good any damage (other than normal
wear and tear) caused to any of them by the Tenant or any undertenant or any of their
respective employees contractors or visitors
	 
	4.16.2	 	Not to park or permit the parking by the employees or contractors of or visitors
to the Tenant of vehicles on any of the Estate Roads or Accessways or elsewhere on the Estate
other than in accordance with clause 4.12.2




	4.17	 	Acts prejudicial to insurance




	4.17.1	 	Not to do anything as a result of which any policy of insurance against damage to
the Premises or to any neighbouring premises may be prejudiced or payment of the policy moneys
may be withheld in whole or in part or whereby the rate of premium in respect of any such
insurance may be increased and to give notice to the Landlord forthwith upon the happening of
any event which might affect any insurance policy relating to the Premises
	 
	4.17.2	 	In relation to the insurance effected by the Landlord in respect of the Premises
to pay to the Landlord any excess required by the insurers or by the Landlord on demand by the
Landlord following any damage or destruction by any Insured Risks where such excess would be
applicable to any claim in respect of such damage or destruction




14









 






	4.18	 	Safeguarding the Premises




	4.18.1	 	With respect to fire precautions and safeguarding the Premises against damage by
any of the Insured Risks or otherwise to comply with all requirements and recommendations of
the insurers of the Premises or the relevant insurance brokers or of the fire brigade or local
authority
	 
	4.18.2	 	Not to store or bring on to or allow to remain on the Premises any article
substance or liquid of a specially combustible inflammable or explosive nature or which may be
a source of contamination PROVIDED that for so long as the Tenant is Azur Environmental
Limited the storage on the Premises of reasonable quantities of the items listed in the
Seventh Schedule for purposes solely connected with the business of Azur Environmental Limited
shall be deemed not to be a breach of this clause
	 
	4.18.3	 	To give written notice to the Landlord upon the occurrence of any contamination of
the Premises and also upon the occurrence of any pollution of the environment in breach of any
legislative provision caused by any use of or action or activity on the Premises




	4.19	 	Planning Applications
	 
	 	 	Not without the prior written consent of the Landlord (such consent not to be
unreasonably withheld or delayed) to make any application for any consent under the
Planning Acts
	 
	4.20	 	Alterations
	 
	 	 	Not to erect or place any new building or structure whatsoever on the Premises
(including any temporary or moveable building or structure) and not to make any
alteration whether structural or otherwise or any addition to the Premises or to the
Building or to any buildings which may be erected




15









 






	 	 	on the Premises PROVIDED THAT the Tenant may with the written consent of the
Landlord (such consent not to be unreasonably withheld or delayed) erect install or
alter internal demountable partitions not affecting the structure of the Building






	4.21	 	Statutory obligations




	4.21.1	 	At the Tenant’s expense to comply in all respects with the provisions of all
statutes and legislation (whether now or subsequently in force) affecting or applicable to the
Premises or their use and forthwith to give notice to the Landlord of any notice direction or
order made by any local or competent authority
	 
	4.21.2	 	Where required by statute or legislation the Tenant shall maintain a health and
safety file for any works carried out to the Premises and shall comply with the Construction
(Design and Management) Regulations 1994 in respect thereof and provide to the Landlord upon
reasonable request a copy of such file




	4.22	 	Alienation




	4.22.1	 	Not to charge or mortgage either the whole or any part of the Premises nor to
assign underlet share or part with the possession or occupation of any part of the Premises
nor to permit any such dealing under a permitted underlease
	 
	4.22.2	 	Not to hold or occupy the Premises or any part as nominee trustee or agent or
otherwise for the benefit of any other person
	 
	4.22.3	 	Not to assign or underlet the whole of the Premises without the prior consent in
writing of the Landlord (such consent not to be unreasonably withheld where the provisions
hereinafter contained are satisfied)




16









 






	4.22.4	 	It is agreed that the Landlord will not be deemed to be unreasonable in
withholding consent to a proposed assignment of the whole of the Premises if
it is withheld on the ground (and it is the case) that one or more of the
circumstances mentioned below exist (whether or not such withholding is
solely on such ground or on that ground together with other grounds):-




	4.22.4.1	 	that in the reasonable opinion of the Landlord the effect of the proposed
assignment upon the value of the Landlord’s reversionary interest in the Premises would be to
diminish or otherwise adversely affect such value
	 
	4.22.4.2	 	that in the reasonable opinion of the Landlord the effect or the assignment
would mean that there is a reduced likelihood of the tenant’s covenants and obligations in
this Lease being fulfilled
	 
	4.22.4.3	 	that the proposed assignee is an associated company of the Tenant




	4.22.5	 	On any assignment:-




	4.22.5.1	 	The Tenant will enter into an Authorised Guarantee Agreement which will be in
such form as the Landlord may reasonably request and be prepared by or on behalf of the
Landlord and at the cost of the Tenant and under which the assignor will agree (inter alia)
with the Landlord:-




	4.22.5.1.1.1	 	that it is liable as sole or principal debtor in respect of all obligations
to be owed by the assignee under the Tenant Covenants (as defined in Section 28 of the Act) in
this Lease




17









 






	4.22.5.1.1.2	 	to be liable as guarantor in respect of the
assignee’s performance of the Tenant Covenants (as
above defined) in this Lease (provided that such
liability shall be no more onerous than the liability
to which the assignor would be subject in the event
of his being liable as sole or principal debtor in
respect of the obligations owed by the assignee under
the said Tenant Covenants)
	 
	4.22.5.1.1.3	 	in the event of this Lease being disclaimed to enter into a new lease of the
Premises the term of which shall expire simultaneously with the date upon which (but for any
such disclaimer) this Lease would have expired by effluxion of time (and not by any other
means) and the Tenant Covenants shall be identical to (mutatis mutandis but in any event no
more onerous than) the Tenant Covenants in this Lease




	4.22.5.2	 	If the Landlord reasonably so requires the Tenant shall obtain acceptable
guarantors for any person to whom this Lease is to be assigned who will covenant with the
Landlord on the terms (mutatis mutandis) set out in the Third Schedule
	 
	4.22.5.3	 	If the Landlord reasonably so requires the proposed assignee will prior to the
assignment enter into such reasonable rent




18









 






	 	 	deposit arrangement and/or provide such additional security for
performance by the proposed assignee of its obligations under this
Lease as the Landlord may reasonably require
	 
	4.22.5.4	 	The proposed assignee shall enter into a covenant with the Landlord to pay the
rents reserved by and perform and observe the covenants on the part of the Tenant contained in
this Lease




	4.22.5.4.1	 	clauses 4.22.4 and 4.22.5 shall operate without prejudice to the right of the
Landlord to impose any further conditions upon a grant of consent where such imposition is
reasonable




	4.22.6	 	Not to underlet the whole of the Premises without the prior consent in writing of
the Landlord otherwise than at a rent which is not less than the open market rental value of
the Premises (being in any event not less than the rent then payable under this Lease) without
a fine or premium and with provision for upwards only rent reviews coinciding with the reviews
under this Lease and in other respects with materially the same covenants and conditions as
are contained in this Lease
	 
	4.22.5	 	Not to vary the terms of any underlease permitted under this clause 4.22 without the
Landlord’s written consent and throughout the term of any underlease to require the
undertenant at all times to perform and observe the Tenant’s covenants (except as to the
payment of rent) and the conditions contained in this Lease
	 
	4.22.6	 	The Landlord may as a condition for giving its consent for any permitted underletting
require the proposed underlessee to enter into a direct covenant with the Landlord to perform
and observe the




19









 






	 	 	Tenant’s covenants and the conditions contained in this Lease (save as to
payment of rent)
	 
	4.22.7	 	Upon the Landlord consenting to an underletting of the Premises procure that the
underlessee covenants with the Landlord:




	4.22.7.1	 	Not to assign (or agree to do so) any part of the Premises (as distinct from the
whole) and not to charge or underlet or share or (save by way of an assignment of the whole)
part with possession of or permit any person to occupy the whole or any part of the Premises
	 
	4.22.7.2	 	Not to assign (or agree to do so) the whole of the Premises without the prior
consent in writing of the Landlord (such consent not to be unreasonably withheld)




	4.22.8	 	To notify the Landlord in writing with relevant details within fourteen days of
any rent payable under an underlease being reviewed
	 
	4.22.9	 	In the event that any circumstances or conditions specified in clauses 4.22.4 and
4.22.5 above are framed by reference to any matter falling to be determined by the Landlord
(or by any other person) if the Tenant disputes such determination then either the Landlord or
the Tenant shall be entitled to require the matter or matters in question to be referred to an
independent expert who in the absence of agreement between the parties shall be appointed on
the application of either party by the President of the Royal Institution of Chartered
Surveyors and the determination of such independent expert shall be conclusive as to the
matter or matters in question and shall be final and binding on the parties and his costs
shall be met by the parties in such proportions as the independent expert shall determine




20









 






	4.23	 	Registration of dealings
	 
	 	 	Within one month after the execution of any assignment or underlease permitted under
this Lease or any assignment of such underlease or after any devolution by will or
otherwise of the Term or after any other dealing with this Lease to supply a
certified copy of the deed or instrument effecting the same to the Landlord and to
pay such reasonable fee as the Landlord may require for registration
	 
	4.24	 	Reletting and sale boards
	 
	 	 	To permit the Landlord or its agents to enter upon the Premises and to affix upon
any suitable part (which does not obscure the Tenant’s own signs) a notice board for
reletting or selling the same and not to remove or obscure the same and to permit
all persons authorised in writing by the Landlord or its agents on the giving of
reasonable prior written notice to view the Premises during business hours in the
daytime
	 
	4.25	 	Cost of licences and notices as to breach of covenant
	 
	 	 	To pay on demand and indemnify the Landlord against all costs charges and expenses
(including professional fees) reasonably and properly incurred by the Landlord
arising out of or incidental to any application made by the Tenant for any consent
or approval of the Landlord and against all costs charges and expenses (including
any professional fees) properly incurred by the Landlord arising out of or
incidental to any breach or the Tenant’s covenants or the preparation and service of
a schedule or interim schedule of dilapidations or any notice which the Landlord may
serve on the Tenant whether served before or after the determination of this Lease
(including a notice under Section 146 of the Law of Property Act 1925) requiring the
Tenant to remedy any breach of any of its covenants or arising out of or in
connection with any proceedings referred to in Sections 146 or 147 of that




21









 






	 	 	Act notwithstanding that forfeiture may be avoided otherwise than by relief granted
by the Court
	 
	4.26	 	Indemnity
	 
	 	 	To be responsible for and to indemnify the Landlord against:




	4.26.1	 	all damage loss or injury occasioned to the Premises or any adjoining premises or
to the Accessways or the Landscaped Areas or any Conducting Media or to any person or chattel
(whether or not upon the Premises) caused by any act default or negligence of the Tenant or
any undertenant or the servants agents licensees or invitees of either of them or by reason of
any defect in the Premises and
	 
	4.26.2	 	all losses damages costs expenses claims and proceedings incurred by or made
against the Landlord arising out of any breach by the Tenant of any of its obligations arising
by virtue of this Lease




	4.27	 	VAT
	 
	 	 	To pay to the Landlord upon demand any value added tax chargeable upon:




	4.27.1	 	any supply made by the Landlord to the Tenant pursuant to this Lease so that all
consideration for any such supply is exclusive of value added tax
	 
	4.27.2	 	any supply (whether made to the Landlord or to a third person) where pursuant to
this Lease the Tenant is required to pay to the Landlord any sum in respect of any costs fees
expenses or other expenditure or liability (of whatever nature) in connection with that supply
except to the extent that any such value added tax may be recoverable by the Landlord from
H.M. Customs and Excise




	 	 	PROVIDED ALWAYS that the Landlord will produce a valid VAT invoice to the Tenant
within 14 days of receipt of any payment of VAT from the Tenant




22









 






	4.28	 	Defects
	 
	 	 	To inform the Landlord as soon as practicable in writing of any defect in the
Premises which might give rise to a duty imposed by common law or statute on the
Landlord and to indemnify the Landlord against all actions costs claims and
liabilities suffered or incurred by or made against the Landlord in respect of the
Premises under the Defective Premises Act 1972
	 
	4.29	 	Costs of party items
	 
	 	 	In so far as the Tenant is not obliged to contribute to the costs of the same under
any other provision of this Lease to pay a fair and proper proportion of the expense
(including any professional fees) of repairing rebuilding painting maintaining
cleaning and lighting all party structures and all roofs conducting media boundary
structures forecourts yards roads ways entrances passages staircases balconies and
other amenities or things the use or benefit of which is common to the Premises and
any adjoining or neighbouring premises such proportion to be determined by the
Landlord’s Surveyor whose determination shall (save in the case of manifest error)
be final and binding on the Tenant
	 
	4.30	 	Documents affecting title
	 
	 	 	To perform and observe the provisions of the documents and the other matters
referred to in the Fifth Schedule so far as they affect or relate to the Premises




	5.	 	LANDLORD’S COVENANTS
	 
	 	 	The Landlord covenants with the Tenant:




	5.1	 	Quiet enjoyment
	 
	 	 	That the Tenant performing and observing the covenants conditions and agreements
contained in this Lease shall and may peaceably and quietly hold and enjoy the
Premises during the Term without any lawful




23









 






	 	 	interruption or disturbance by the Landlord or any person rightfully claiming
through or under it
	 
	5.2	 	Insurance
	 
	 	 	At all times during the Term to keep the Premises insured for the Landlord’s benefit
in the Full Reinstatement Value against the Insured Risks and if the Premises are
damaged or destroyed by any of the Insured Risks the Landlord will with all
convenient and practicable speed repair or reinstate the Premises using such
materials as are then appropriate subject to all necessary consents and licences
being obtained

Provided that:




	5.2.1	 	the Landlord’s obligations under this covenant shall cease if the insurance shall
be rendered void or voidable or the policy moneys withheld in whole or in part by reason of
any act or default of the Tenant or any undertenant or any of their respective employees
contractors licensees or invitees
	 
	5.2.2	 	if the Premises are destroyed or seriously damaged by any Insured Risk as to
require (to the opinion of the Landlord’s surveyor whose decision shall be final and binding
upon the Parties) substantial reconstruction then the Landlord may at any time within six
months’ notice in writing to determine this Lease and immediately upon the expiry of that
notice this demise shall determine but without prejudice to the rights and remedies of any
party against any other in respect of any antecedent claim or breach of covenant and all
insurance money shall be the absolute property of the Landlord




24









 






	5.3	 	Estate Roads and Parking etc
	 
	 	 	Subject to payment by the Tenant of the Tenant’s Proportion of the Service Charge in
accordance with Part 1 of the Sixth Schedule and any sums payable in accordance with
Part 2 of the Sixth Schedule the Landlord shall:




	5.3.1	 	maintain and repair such of the Estate Roads as are within the Estate and use all
reasonable endeavours to do so (or to procure that it be done) in respect of the remainder of
the Estate Roads until (in each case) adoption by the highway authority and
	 
	5.3.2	 	maintain and repair the Accessways




	6.	 	CONDITIONS
	 
	 	 	Provided always and it is hereby agreed and declared as follows:




	6.1	 	Repossession on Tenant’s default
	 
	 	 	If at any time during the Term:




	6.1.1	 	the rents reserved by this Lease or any of them or any part of them shall be in
arrear for fourteen days after the same shall have become due (whether legally demanded or
not) or
	 
	6.1.2	 	the Tenant shall at any time fail or neglect to perform or observe any of the
covenants conditions or agreements on its part to be performed and observed contained in this
Lease or in any licence approval or consent given by the Landlord to the Tenant in relation to
the Premises or in any other deed supplemental to this Lease or by which this Lease may be
varied or
	 
	6.1.3	 	the Tenant either shall (being a corporation) have an application made for an
administration order (whether or not at its instance) or enter into liquidation whether
compulsory or voluntary (not being a voluntary liquidation for the purpose of reconstruction
only) or (being an individual) become bankrupt or




25









 






	6.1.4	 	the Tenant shall make any arrangement or composition with creditors or
suffer any distress or execution to be levied on property of the Tenant or
have an encumbrancer take possession or a receiver appointed in respect of
the same




	 	 	then and in any such case it shall be lawful for the Landlord or any person or
persons duly authorised by it in that behalf) to re-enter into or upon the Premises
and thereupon the Term shall absolutely cease and determine but without prejudice to
the rights and remedies of the Landlord in respect of any antecedent breach of any
of the covenants conditions or agreements contained in this Lease
	 
	6.2	 	Benefit of insurance and abatement of rent




	6.2.1	 	The benefit of all insurance effected by the Landlord under this Lease or otherwise
in respect of the Premises or the Estate shall belong solely to the Landlord but if the
Premises or any part of them shall at any time be destroyed or damaged by any of the Insured
Risks so as to be unfit for occupation or use then and in every such case (unless the
Landlord’s policy of insurance in relation to the Premises shall have been rendered void or
voidable or the policy moneys withheld in whole or in part by reason of the act default or
omission of the Tenant or any undertenant or any of their respective employees contractors
licensees or invitees) the rent first reserved by this Lease or a fair and just proportion
thereof according to the nature and extent of the damage sustained shall be suspended and
cease to be payable until the Building shall have been repaired or reinstated and made fit for
occupation or use in accordance with clause 5.2
	 
	6.2.2	 	No account shall be taken of damage in relation to any alteration or improvement to
the Premises carried out otherwise than by the




26









 






	 	 	Landlord unless such alteration or improvement has in fact been taken into
account in effecting both the insurance of the Premises and the insurance in
respect of the Loss of Rent
	 
	6.2.3	 	Any dispute between the Landlord and the Tenant concerning the proportion or
duration of the suspension or cesser shall be determined by an arbitrator appointed in default
of agreement between the Landlord and the Tenant on the application of either of them by the
President of the Royal Institution of Chartered Surveyors and any such reference shall be a
submission to arbitration within the Arbitration Acts 1950 and 1979




	6.3	 	Notices
	 
	 	 	The provisions of Section 196 Law of Property Act 1925 (as amended) shall apply to
the giving and service of all notices and documents under or in connection with this
Lease
	 
	6.4	 	Repair of Estate Roads etc




	 	 	The Landlord shall have no liability to the Tenant:
	 
	6.4.1	 	in relation to any failure to maintain and repair the Estate Roads or the
Accessways unless the Tenant has given written notice to the Landlord of the relevant aspect
of non maintenance or disrepair or
	 
	6.4.2	 	on the grounds of disrepair of the Estate Roads caused by traffic using the Estate
Roads for the purposes of the development of other parts of the Estate or the carrying out of
works on the Estate but so that the disrepair shall be made good within a reasonable period
after the Estate Roads have ceased to be so used




	6.5	 	Closure of facilities
	 
	 	 	Subject to the Landlord using all reasonable endeavours to procure alternative
access to the Premises the Landlord may temporarily close or




27









 






	 	 	withdraw from use any of the Estate Roads the Accessways to permit the carrying out
of any repairs maintenance or works by it or any person authorised by if and in such
circumstances the Tenant shall have no claim against the Landlord in connection with
any such closure or withdrawal the person carrying out such works endeavouring to
keep such closure or withdrawal to the minimum reasonably required




	7.	 	RENT REVIEW




	7.1	 	In this clause:





	 	 	 	 	 
	 

	 	“Assumptions”
	 	means the assumptions that:
	 
	 	 	 	 
	 

	 	 	 	1. the Premises are in good and substantial repair and
condition

	 
	 	 	 	 
	 

	 	 	 	2. the Landlord and the Tenant have complied with all their
respective covenants and obligations imposed by this Lease
on each of them

	 
	 	 	 	 
	 

	 	 	 	3. all parts of the Premises are fit and ready for use for
the Permitted Use

	 
	 	 	 	 
	 

	 	 	 	4. that the rent at which the Premises could reasonably be
expected to be let is that which would be payable after the
expiry of any rent free period or after the receipt of such
other rent concession or inducement (in each case for
whatever reason) as may be negotiated in the open market
between a landlord and a tenant upon a letting of the
Premises







28









 






	 	 	 	 	 
	 

	 	 	 	5. no work has been carried out on the Premises
during the Term which has diminished the rental
value of the Premises and

	 
	 	 	 	 
	 

	 	 	 	6. any damage to or destruction of the Premises
or any means of access to them has been fully
reinstated

	 
	 	 	 	 
	 

	 	“Current Rent”
	 	means the yearly rent reserved by this Lease
(disregarding any suspension of rent under any
other provision of this Lease) as varied from
time to time pursuant to this clause
	 
	 	 	 	 
	 

	 	“Matters to be Disregarded”
	 	means each of the following matters so far as
they may affect rental value:
	 
	 	 	 	 
	 

	 	 	 	1. the fact that the Tenant has previously been
in occupation of the Premises

	 
	 	 	 	 
	 

	 	 	 	2. any goodwill attaching to the Premises by
reason of the carrying on of the business of
the Tenant at the Premises and

	 
	 	 	 	 
	 

	 	 	 	3. any improvement to the Premises carried out
during the Term by the Tenant or undertenant
other than improvements effected at the expense
of the Landlord or pursuant to any obligation
to the Landlord whether under the provisions of
this Lease or any other deed or document

	 
	 	 	 	 
	 

	 	“New Rent”
	 	as at any Review Date means the higher of:






29









 






	 	 	 	 	 
	 

	 	 	 	1. the Current Rent immediately before that Review Date and
	 
	 	 	 	 
	 

	 	 	 	2. the Rental Value as at that Review Date
	 
	 	 	 	 
	 

	 	“President”
	 	means the President for the time being of the
Royal Institution of Chartered Surveyors any other body
reasonably specified by the Landlord
	 
	 	 	 	 
	 

	 	“Rental Value”
	 	as at any Review Date means the open market
rental value of the Premises at that Review Date:
	 
	 	 	 	 
	 

	 	 	 	1. as agreed by the Landlord and the Tenant or
	 
	 	 	 	 
	 

	 	 	 	2. as determined by a Valuer pursuant to the provisions of
this clause
	 
	 	 	 	 
	 

	 	“Valuer”
	 	means a chartered surveyor who has experience of practice
in property of the nature and type of the Premises and who
is acquainted with the market in the area in which the
Premises are located







	7.2	 	The New Rent shall be payable from and including each Review Date.
	 
	7.3	 	If the New Rent has not been agreed by the date which is three months before the relevant
Review Date either the Landlord or the Tenant may require the Rental Value to be determined by
a Valuer
	 
	7.4	 	Where the Rental Value is to be determined by a Valuer and the Landlord and the Tenant do not
agree as to his appointment within twenty one days of either of them putting forward a
nomination to the other such Valuer shall be appointed at the request of either party by the
President




30









 






	7.5	 	The Valuer shall act as an expert and not as an arbitrator and his decision
(including any decision as to the costs of such determination) shall be final and
binding on the parties
	 
	7.6	 	The Valuer shall upon appointment either by the parties or the President be required upon his
determination to provide a reasoned award to the Landlord and the Tenant
	 
	7.7	 	Notwithstanding that the Valuer shall act as an expert the Landlord and the Tenant shall each
be entitled to make representations and counter-representations to such Valuer a copy of which
shall be supplied by the Valuer to the other of them and in making an award as to costs the
Valuer shall have regard to the representations and counter-representations made to him
	 
	7.8	 	The Valuer shall determine the Rental Value as the best yearly open market rack rental value
at which the Premises might reasonably be expected to be let with vacant possession in the
open market by a willing lessor to a willing lessee for a term of years equal in length to the
balance unexpired of the Term as at the relevant Review Date and on the terms and conditions
of a lease which are otherwise the same as this Lease except as to the actual amount of the
Current Rent and the date on which the term commences and making the Assumptions but taking no
account of the Matters to be Disregarded
	 
	7.9	 	If by the relevant Review Date the New Rent has not been ascertained (whether or not
negotiations have commenced) the Tenant shall continue to pay the Current Rent on each day
appointed by this Lease for payment of Rent until the New Rent has been ascertained and upon
such ascertainment of the New Rent the Tenant will pay to the Landlord as arrears of rent an
amount equal to the difference between the New Rent and




31









 






	 	 	the Current Rent actually paid for the period since the relevant Review Date
together with interest on the difference at 3% below the Prescribed Rate
	 
	7.10	 	In no event shall the yearly rent payable by the Tenant to the Landlord after the relevant
Review Date be less than the yearly rent payable by the Tenant to the Landlord immediately
before such relevant Review Date
	 
	7.11	 	A memorandum in the form set out in the Fourth Schedule of any increased rent determined
pursuant to this clause 7 shall as soon as may be after such determination be prepared in
duplicate and signed by or on behalf of the Landlord and Tenant




	8.	 	TENANT’S OPTION TO DETERMINE




	8.1	 	In this clause “Termination Date” means                     November 2001 or November 2006
	 
	8.2	 	Subject to the pre-conditions in clause 8.3 being satisfied on the relevant Termination Date,
and subject to clause 4.8 the Tenant may determine the Term on a Termination Date by giving
the Landlord not less than six months’ written notice, which notice must be expressed to be
given under section 24(2) of the Landlord and Tenant Act 1954. The Term will then determine
on the relevant Termination Date, but without prejudice to any rights of either party against
the other for any antecedent breach of its obligations under this Lease
	 
	8.3	 	The pre-conditions are that:




	8.3.1	 	vacant possession of the whole of the Premises is given to the Landlord; and
	 
	8.3.2	 	all rent and other sums due under this Lease up to the relevant Termination Date
have been paid in full and all the Tenants obligations in this Lease up to the Termination
Date have been substantially complied with




32









 






	8.4	 	The Landlord may waive any of the pre-conditions set out in clause 8.3 at any time
before the relevant Termination Date by written notice to the Tenant
	 
	8.5	 	The Tenant will cancel any registration it has made in connection with this clause within 15
working days of the relevant Termination Date
	 
	8.6	 	Time will be of the essence for the purposes of this clause





IN WITNESS of which this Lease has been executed and is delivered as a deed on the date appearing
as the date of this Lease




FIRST SCHEDULE




Description of the Building and Fixtures



The schedule annexed to this Lease headed “The First Schedule”




SECOND SCHEDULE




Part 1




The Rights





	1.	 	The right in common with the Landlord and all other persons now or at any time after the date
of this Lease similarly entitled to pass at all times and for all purposes connected with the
proper use of the Premises in accordance with this Lease:




	1.1	 	with or without vehicles over and along the Estate Roads and the Accessways and
(except for that part hatched purple on the Lease Plan) until in each case adoption by the
highway authority and
	 
	1.2	 	on foot only over and along that part shown hatched purple on the Lease Plan




	2.	 	The right in common with the Landlord and all other persons now or at any subsequent time
entitled to a similar right to the free passage and running of water soil gas electricity and
other services from and to the Premises through the




33









 






	 	 	Conducting Media in the Estate other than those adopted by the relevant statutory undertaker
	 
	3.	 	The right of support and protection for the Premises from the remainder of Winnersh 500
	 
	4.	 	So far as necessary and in any event subject to any licence required by clause 4.20 the right
to enter upon so much of the area shown hatched green on the Lease Plan as lies to the rear of
the Land to install and thereafter at all times to maintain repair renew and rebuild an air
conditioning plant





Part 2




The Exceptions and Reservations





	1.	 	To the Landlord and all others authorised by it the free and uninterrupted passage and
running of water soil gas electricity and telephone or any other service or supply from the
other buildings and land of the Landlord and its tenants adjoining or near the Premises and
from the land and premises of others so authorised as aforesaid through the Conducting Media
which are now or may hereafter be in through under or over the Premises
	 
	2.	 	To the Landlord and all others authorised by it the right at all times to enter the Premises
with all necessary equipment for the purposes of:




	2.1	 	carrying any repairs maintenance or works to or in relation to the Accessways and
(where clause 4.6.5 applies) the Landscaped Areas including the right to use and take water
from any external water supply at the Premises for the purposes of maintenance of planting and
landscaping at Winnersh 500
	 
	2.2	 	laying constructing installing replacing repairing maintaining or altering any
Conducting Media now or hereafter in through under or over the Premises or any adjoining
property or making connections to any such Conducting Media




34









 






	2.3	 	carrying out inspections of or tests to any such Conducting Media
	 
	2.4	 	doing such other things in relation to any Conducting Media which directly or
indirectly serve or are connected to other premises as the Landlord considers proper to ensure
that such Conducting Media are in good working order and condition and
	 
	2.5	 	exercising any of the rights of the Landlord contained in this Lease.
	 
	 	 	The Landlord causing as little damage and inconvenience as practicable in the exercise of
such rights and as soon as practicable making good all damage caused




	3.	 	To the Landlord full right and liberty at any time hereafter or from time to time to execute
works and erections upon or to alter or rebuild any of the buildings erected on any part of
the Estate and to use its Estate and each part of it in such manner as the Landlord may think
fit notwithstanding that the access of light and air to the Premises may thereby be interfered
with
	 
	4.	 	To the Landlord and other the tenants and occupiers of other parts of Winnersh 500 the right
of support and protection from the Premises
	 
	5.	 	To the Landlord the right to install and retain on the Land columns for the provision of
lighting security or other services for Winnersh 500 and the right to enter the Premises with
all necessary equipment for such purposes or for maintaining altering or replacing such column
the Landlord causing as little damage and inconvenience as practicable in the exercise of such
rights and as soon as practicable making good all damage caused





THIRD SCHEDULE




Obligations of the Surety





	1.	 	If at any time the Tenant shall not pay any of the rents or other sums payable under this
Lease or perform and observe any of the covenants conditions or other




35









 






	 	 	terms of the Lease the Surety shall pay such rents or other sums or observe or perform such
covenants conditions or other terms
	 
	2.	 	By way of separate and additional liability and notwithstanding that the guarantee in
paragraph 1 may be unenforceable or invalid for any reason the Surety indemnifies the Landlord
against all proper losses damages costs and expenses suffered or incurred by the Landlord
arising out of or in connection with any failure by the Tenant to pay any of the rents and
sums or to perform and observe any of the covenants conditions or other terms referred to in
paragraph 1
	 
	3.	 	If:




	3.1	 	the Tenant shall be wound up or (being an individual) become bankrupt and its
liquidator or trustee in bankruptcy shall disclaim this Lease or
	 
	3.2	 	the Tenant shall cease to exist or shall die or

3.3 this Lease shall be forfeited




	 	 	(the date on which such event occurs being called the “Relevant Date”) the Landlord may
within three months after the Relevant Date by notice in writing require the Surety to
accept a lease of the Premises for a term commencing on the Relevant Date and continuing for
the residue then remaining of the Term at the same rents and with the same covenants and
conditions as are reserved by and are contained in this Lease and in such case the Surety
shall take such lease accordingly and execute a counterpart of it and pay all costs and
duties in relation to it
	 
	4.	 	The Surety undertakes with the Landlord that:




	4.1	 	its obligations to the Landlord are primary obligations and it is jointly and
severally liable with the Tenant (both before or after any disclaimer by a liquidator or
trustee in bankruptcy) for the fulfillment of all the Tenant’s covenants and obligations




36









 






	4.2	 	the Surety shall not claim in any liquidation bankruptcy administration
receivership composition or arrangement of the Tenant in competition with the
Landlord and that the Surety shall remit to the Landlord the proceeds of all
judgments and all distributions which the Surety may receive from any liquidator
trustee in bankruptcy administrator administrative receiver receiver or supervisor
of the Tenant and shall hold for the benefit of the Landlord all security and rights
the Surety may have over assets of the Tenant while any liabilities of the Tenant or
the Surety to the Landlord remain outstanding and
	 
	4.3	 	if the Landlord shall not require the Surety to take a new lease of the Premises the
Surety shall nevertheless upon demand pay to the Landlord a sum equal to the rent first
reserved under this Lease and all other sums that would have been payable under this Lease in
respect of the period from and including the Relevant Date until the expiry of six months
after such Date or until the Landlord shall have granted a lease of the Premises to a third
party (whichever shall first occur) in addition and without prejudice to the Surety’s other
obligations to the Landlord




	 
	5.	 	The Surety waives any right to require the Landlord to proceed against the Tenant or to
pursue any other remedy of any kind which may be available to the Landlord before proceeding
against the Surety




	 
	6.	 	The liabilities of the Surety under this Schedule shall not be affected by:




	6.1	 	the granting of time or any other indulgence or concession to the Tenant or any
compromise or compounding of the Landlord’s rights
	 
	6.2	 	the Tenant being in liquidation or (as the case may be) declared bankrupt
	 
	6.3	 	any variation in the terms and conditions of this Lease




any delay in exercising or failure to exercise or other exercise (including re-entry under clause 6.1) of any of the Landlord’s rights against the Tenant





	6.4	 	any refusal by the Landlord to accept rent tendered by or on behalf of the Tenant
following a breach by the Tenant of its obligations under this Lease




37









 






	6.5	 	any legal limitation or any immunity disability or incapacity of the Tenant
(whether or not known to the Landlord) or the fact that any dealings with the
Landlord by the Tenant (including the acceptance by the Tenant of this Lease) may be
outside or in excess of the powers of the Tenant or
	 
	6.6	 	any other thing (including the expiration or sooner determination of the Term or any
such disclaimer or the death of the Surety (or any of the persons comprising the Surety) or
(in relation to one or more of such persons) the discharge of the other person or persons)
whereby (but for this provision) the Surety or any of them would be exonerated either wholly
or in part from any of the Surety obligations hereunder





FOURTH SCHEDULE




Rent Review Memorandum




Winnersh 545 Winnersh Triangle




Wokingham Berkshire




Lease dated [          ] 1996 between




Slough Properties Limited (1) and




Azur Environmental Limited (2)



Pursuant to the above Lease [          ] as Landlord and [          ] as Tenant record that the
yearly rent has been increased to the sum of £[          ] with effect from [relevant Review Date]




	 	 	 	 	 
	Dated:

	 	[                                        ]	 	 
	 
	 	 	 	 
	Signed:
	 	 	 	 
	 

	 	 

	 	 
	 

	 	Landlord/Tenant	 	 






38









 






FIFTH SCHEDULE




Documents and matters affecting title





	1.	 	The covenants matters and stipulations set out or referred to in or contained or referred to
in the documents referred to in the Property and Charges Registers of the Landlord’s title
number BK 167503 so far as the same affect or relate to the Premises other than the various
agreements under Section 52 of the Town and Country Planning Act 1971 as varied by the
Termination Agreement dated 30th June 1993
	 
	2.	 	A lease dated 5th November 1996 between Slough Properties Limited (1) and Southern Electric
plc (2) relating to an electricity substation to the south-east of the Premises





SIXTH SCHEDULE




Part 1




Service Charge for the Estate




Part A




Heads of Expenditure



Costs and liabilities which the Landlord (which in this Schedule shall where the context admits
include any other company which is a member of the same group of companies as the Landlord)
reasonably and properly incurs or becomes liable to pay or discharge in connection with the Estate
or occupiers thereon including the costs of:





	1.	 	repairing maintaining cleaning renewing and resurfacing the Estate Roads (including the
renewal of the line markings on the Roads)
	 
	2.	 	repairing maintaining replacing and operating the lighting of the Estate Roads (including the
cost of electricity)
	 
	3.	 	repairing maintaining decorating and replacing any estate office for the Estate including:




39









 






	3.1	 	the cost of services (including electricity gas and telephone) supplied to any such
office




	 
	3.2	 	rates payable in respect of any such office




	 
	3.3	 	the cost of equipment and materials in or for such office to the extent that they are
intended to be provided for the purposes of such office




	 
	4.	 	repairing maintaining and renewing any Conducting Media in or for any part of the Estate to
the extent that they are not the responsibility of any tenant of the Landlord on the Estate or
of a statutory undertaker and do not exclusively serve premises occupied by such a tenant
	 
	5.	 	repairing maintaining cleaning and keeping tidy the Common Areas including the tending care
and replacement of plants and trees and the maintenance and upkeep of landscaped areas
including nature strips in roads or on roundabouts at or at the approaches to Winnersh
Triangle
	 
	6.	 	repair maintenance and replacement of tanks pumps pipes and other equipment (excluding any
that form part of the Premises) forming part of the sprinkler system at the Estate including
the costs of inspection and maintenance contracts
	 
	7.	 	repair maintenance decoration operation lighting and cleaning of any structures fences walls
signs footpaths amenities and things on the Common Areas and benefiting the Estate or part of
it including any entrance feature from time to time for the Estate and any equipment
associated with it
	 
	8.	 	employing staff for the benefit of the Estate or the provision of any services on or for the
Estate (including for the purposes of operating an estate office) including the costs of
statutory and other insurance health pension welfare and other payments contributions and
premiums and the costs incidental to the performance of the duties of any such staff but where
engaged also to perform duties not connected with the Estate only a proportion of each of such
costs




40









 






	9.	 	rates taxes assessments duties charges burdens impositions and outgoings imposed or charged
upon the Common Areas or any part of them (including any estate office) or upon the owner or
occupier thereof




	 
	10.	 	insurance in such sum and against such risks as the Landlord shall consider appropriate in
respect of damage to any part of the Common Areas (including the Estate Roads) and the
structures buildings walls fences and other things thereon




	 
	11.	 	public liability insurance in respect of any liability of the Landlord in relation to the
Estate and the Estate Roads




	 
	12.	 	calculating the Service Charge and the Tenant’s liability under this Lease including
preparation of accounts and certification




	 
	13.	 	providing such security service for the benefit of the Estate as the Landlord may from time
to time consider appropriate




	 
	14.	 	the management of the Estate including the fees and disbursements of:




	14.1	 	any managing agents for or in connection with such management (including the
collection of rent and other sums payable by tenants of the Estate to the Landlord but
excluding the costs of court proceedings in recovering arrears from tenants other than the
Tenant) and the performance of any other duties or services in or about the Estate




	 
	14.2	 	the Landlord’s Surveyor for or in connection with the performance of any function
for the purposes of this Lease
	 
	14.3	 	any other individual firm or company engaged to perform services for the Estate or
any part of it
	 
	14.4	 	the Landlord where it carries out any service or function in such management
(including a fee charged by the Landlord for the collection of rent and other sums payable by
tenants of the Estate to the Landlord but excluding the costs of court proceedings in
recovering arrears from tenants other than the Tenant)




41









 






	2.4.2	 	paid by the Tenant on the date of this Lease and




	 
	2.4.3	 	calculated according to an estimate of the Service Charge made in accordance with 2.1 and
notified in writing to the Tenant




	 
	3.	 	If the Tenant’s Proportion of the Service Charge for a Service Charge Period:




	 
	3.1	 	exceeds any amounts paid by the Tenant to the Landlord as advance payments on account thereof
the amount of the excess (or the whole Proportion if no advance payments have been made) shall
(notwithstanding the expiration or sooner determination of the Term) be paid by the Tenant to
the Landlord within twenty-one days of the supply to the Tenant of the account pursuant to
paragraph 1 or
	 
	3.2	 	is less than such amounts so paid the amount of the difference shall be credited to the
Tenant against the next payments of rents due




	 
	4.	 	In respect of each of the Service Charge Periods in which occur the Commencement Date and the
date of the expiration or sooner determination of the Term the Tenant shall only be obliged to
pay the Tenant’s Proportion of the Service Charge in respect of that part of the Service
Charge for that Period as bears to the whole of that Service Charge the same proportion that
the number of days of the Term occurring in the relevant Period bears to 365





Part 2




Costs of Winnersh 500 facilities




Accessways and landscaping





	1.1	 	The Tenant shall pay to the Landlord on written demand the proper proportion of the costs
liabilities fees and expenses which the Landlord incurs or becomes liable to pay in connection
with:




	 
	1.1.1	 	the Accessways and any signs or direction notices on or for them including all sums incurred
pursuant to clause 5.3 or otherwise in




42









 











SEVENTH SCHEDULE




Materials referred to in clause 4.18.2



The schedule annexed to this Lease and headed “The Seventh Schedule”




	 	 	 	 	 	 	 
	THE COMMON SEAL of SLOUGH

	 	 	)	 	 	 
	PROPERTIES LIMITED was

	 	 	)	 	 	 
	affixed to this deed in the

	 	 	)	 	 	 
	presence of:

	 	 	)	 	 	[S E A L]






/s/ [Illegible] Director




/s/ [Illegible] Secretary





43









 








FIRST SCHEDULE




BUILDING NO. 545

ESKDALE ROAD

WINNERSH TRIANGLE

WINNERSH




A two storey, office/production building measuring approximately, 18.25m (59’10”) by 31.52m
(103’5”) comprising at ground floor, office and production areas and first floor office, the whole
providing gross external areas of:-



	 	 	 	 	 
	Production Area

	 	364.96 m2
	 	(3,928 sq.ft)
	First Floor Office

	 	185.41 m2
	 	(1,996 sq. ft.)
	Ground Floor Office

	 	185.41 m2
	 	(1,996 sq. ft)
	 
	Total

	 	735.78 m2
	 	(7,920 sq. ft)






FOUNDATIONS



Mass concrete bases and trench fill foundations, to structural engineer’s design and specification.



FRAME



Steel frame of columns and beams all to structural engineer’s design and specification.



ROOF



Roof comprises profiled steel sheeting with light grey coloured plastisol finish and supported on
galvanised mild steel purlins and galvanized zed spacers. Internal roof lining of galvanised PVF2
coated profiled lining sheets, cavity between containing 80mm layer of rockwool insulation.



Rainwater is conducted away via insulated, galvanised pressed steel gutters discharging into
internal PVCu rainwater pipes connected to the below ground surface water drainage system.



EXTERNAL WALLS



Cavity wall construction of 103mm facing bricks and internal skin of l00mm blockwork finished fair
faced and emulsion painted within the production area with a partially filled cavity containing
65mm rockwool insulation held against inner skin. Internal faces of the external walls to offices
finished with plasterboard drylining with an emulsion paint finish.



Page 1









 





South (front) elevation comprises facing brick piers surmounted by facing brick parapet with PVF2
colour coated, galvanised steel copings and contains 4 No. full height panels of curtain walling
and 1 No. recessed full height entrance screen.



The curtain walling/window system has a self-draining thermally broken and pressure equalised
aluminum frame with an external coating of black powder coating with silver grey anolok 541
anodised cappings. The internal coatings being matt white polyester powder coat.



Double glazing within the curtain walling and windows consists of 6mm grey anti-sun outer pane,
12mm cavity and 6mm clear inner pane. Insulated look-a-like panels provided where vision not
required.



Curtain walling panels each have four top hung opening lights. The curtain walling and entrance
canopy are set within recesses and are provided with PVF2 coated galvanised steel brise solier over
the ground floor windows.



The full height entrance screen contains two opening lights, a matching three panel door complete
with polished stainless steel furniture, mortice lock and concealed bolts at head and foot. The
entrance screen also contains PVF2 coated letter plate inset within the glazing units. A stainless
steel, tubular toned feature panel is provided over the main entrance between brick piers left
ready to receive tenant’s signage.



West elevation contains three full height panels of curtain walling. One painted steel Henderson
Defender door set including butt hinges and push bar panic latch, one electrically operated
insulated sectional up and over loading door approximately 5m x 3.85m.



North elevation comprises cavity brickwork as previously described with feature brick walling. East
elevation comprises double block party wall.



EXTERNAL AREAS




	 	 	 	 	 
	South:

	 	-
	 	Car parking in concrete block paving for five cars.
	 

	 	-
	 	Landscaping incorporating shrubs and semi mature trees.
	 

	 	-
	 	Block paving footpaths.
	 
	 	 	 	 
	West:

	 	-
	 	2.4m high x 200mm diameter painted mild steel tubular
bollards with cranked tops to loading door reveals.
	 

	 	-
	 	Two retractable anti ram bollards to loading bay door.
	 

	 	-
	 	Remote landscaping incorporating shrubs and semi mature trees.
	 

	 	-
	 	Car parking in concrete block paving for fifteen cars.






Page 2









 






INTERNAL



WALLS



Internal blockwork walls forming at ground floor level division between office/production areas and
staircase, disabled, male and female toilet accommodation and tea room and at first floor level,
staircase, male and female toilet accommodation and plant area.



Dividing wall between production and office areas is of two skins of 100mm blockwork, remaining
walls generally of 100mm blockwork.



General office areas and staircase are plasterboard drylined with emulsion paint finish. Toilet
accommodation and tea room plasterboard drylined with ceramic tile finish. First floor cleaners’
cupboard and plant room finished fair faced blockwork. All drylined walls provided with varnished
ash skirtings. External windows provided with Durapal laminate faced window boards.



Internal walls contain at ground floor level six and first floor level four flush faced ash
veneered semi solid core doors incorporating glazed vision panels to circulation areas. Fire doors
glazed with Georgian wired polished plated glass.



Ground and first floor staircase entrances incorporate staircase screen in solid ash with Georgian
wired polished plate glass. Doors complete with polished stainless steel door furniture, mortice
latches or locks, kicking plates, door signage and door closers as appropriate all set in solid ash
frames and architraves with clear varnished finish.



Toilet Accommodation



	 	 	 	 	 
	Ground Floor: Male

	 	2 No.
	 	WC suites.
	 

	 	2 No.
	 	Hand basins.
	 

	 	2 No.
	 	Urinals.
	 
	 	 	 	 
	Ground Floor: Female

	 	2 No.
	 	WC suites.
	 

	 	2 No.
	 	Hand basins.
	 
	 	 	 	 
	Tea Room:

	 	1 No.
	 	Stainless steel single bowl,
single drainer sink set in post
formed melamine worktop with
base units under.
	 
	 	 	 	 
	Ground Floor: Disabled Toilet

	 	1 No.
	 	WC suite.
	 

	 	1 No.
	 	Hand basin.
	 

	 	3 No.
	 	Fixed grab rails.
	 

	 	1 No.
	 	Retractable grab rail.
	 
	 	 	 	 
	First Floor: Male Toilet

	 	1 No.
	 	WC suite.
	 

	 	1 No.
	 	Hand basin.
	 

	 	1 No.
	 	Urinal.
	 
	 	 	 	 
	First Floor:

	 	1 No.
	 	WC suite.






Page 3









 






	 	 	 	 	 
	Female Toilet

	 	1 No.
	 	Hand basin.






All sanitary fittings are white vitreous china (commercial standard) and provided with all taps,
plugs, chains and wastes and connected to hot and cold water supplies as necessary and connected to
the below ground foul drainage system. Mirrors provided over hand basins.



FLOORS



Ground floor to production area comprises of a powerfloated reinforced concrete floor to BRE medium
load classification incorporating proprietary anti-dust sealant.



Ground floor office of reinforced concrete floor designed for a uniformly distributed load of 6 KN
per m2 (120lb per sq. ft) with a raised access floor to PSA medium grade providing 150mm
clear void. Raised access floor finished with Esco Pallas Excel or similar carpet tiles.



First floor comprises of precast prestressed concrete planks designed for a superimposed load
excluding self weight of 3.5KN per m2 (70lb per sq. ft.). Office areas complete with
PSA medium grade raised access floor with 150mm clear void. Raised access floor finished with Esco
Pallas Excel or similar carpet tiles.



Toilet areas to ground and first floors finished with Polyflor Finesse vinyl floor covering.



Staircase and associated lobbies finished with carpet tiles to match general office areas and
incorporate non-slip safety nosings.



Matwell and Jaymart grimestopper mat inset provided to the main entrance lobby area.



CEILINGS



Ceiling to production area comprises underside of structural soffit to first floor offices.



Ceiling throughout remainder of offices, staircase and toilet accommodation comprises of 600mm x
600mm ceiling tiles, Rachter Systems Rafa Co-ordinate 9 Plain or similar tiles set in a micro look
exposed grid.



STAIRCASE



Staircase of precast reinforced concrete complete with polished stainless steel handrail. The
stairs are fitted with solid ash strings and skirtings with clear varnish finish to match remainder
of accommodation.



ELECTRICAL INSTALLATION



Lighting is provided as follows:-



	 	 	 	 	 
	Ground Floor Office:

	 	19 No.
	 	Recessed fluorescent luminaires (1200mm x 600mm).






Page 4









 






	 	 	 	 	 
	Ground Floor Toilet

	 	5 No.
	 	Recessed compact fluorescent downlights.
	Accommodation

Kitchenette & Lobby:

	 	 	 	Concealed fluorescent batten luminaires above mirrors and WC’s.
	 

	 	2 No.
	 	Circular recessed fluorescent fittings with prism louvres.
	 
	 	 	 	 
	Production Area:

	 	9 No.
	 	Sodium boxed downlighters.
	 
	 	 	 	 
	Disabled Toilets:

	 	1 No.
	 	Shallow dome, wall mounted fluorescent fitting.
	 
	 	 	 	 
	Staircase &

	 	4 No.
	 	Recessed, compact, fluorescent downlights.
	Associated Lobbies:

	 	3 No.
	 	Wall mounted, feature, fluorescent fittings.
	 

	 	3 No.
	 	Recessed, circular, fluorescent luminaires.
	 
	 	 	 	 
	First Floor Toilet

	 	3 No.
	 	Compact fluorescent downlights
	Accommodation:

	 	2 No.
	 	Concealed fluorescent batten luminaires above WC’s.
	 
	 	 	 	 
	First Floor Office:

	 	22 No.
	 	1200mm x 600mm recessed fluorescent luminaires with V cross blade
low brightness louvres.
	 
	 	 	 	 
	External:

	 	3 No.
	 	Compact fluorescent downlights to canopy over entrance. Tungsten
floodlight over rear loading bay door.






Emergency lighting to office and production areas comprises of self contained emergency lighting unit installed to meet
fire officers requirements for an open plan office and production area.



Small power is provided as follows:-



	 	 	 	 	 
	Ground Floor Office:

	 	3 No.
	 	13A switched socket outlet.
	 
	 	 	 	 
	Ground Floor Toilet Lobby:

	 	1 No.
	 	13A switched socket outlet.
	 
	 	 	 	 
	Kitchenette:

	 	1 No.
	 	13A twin switched socket outlet.
	 
	 	 	 	 
	Production Area:

	 	1 No.
	 	Surface mounted 13A twin switched socket outlet.
	 
	 	 	 	 
	Staircase and
Associated Lobbies:

	 	2 No.
	 	13A switched socket outlets.
	 
	 	 	 	 
	First Floor Office:

	 	3 No.
	 	13A switched socket outlets.
	 
	 	 	 	 
	Plant Room:

	 	1 No.
	 	Surface mounted 13A switched socket outlet.
	 
	 	 	 	 
	Control and protection is provided by:-
	 
	 	 	 	 
	A 200KVA electricity supply is provided complete with all necessary distribution equipment:
	 

	 	1 No.
	 	400A load switch (main incomer)
	 

	 	1 No.
	 	Dorman Smith switchgear load
bank distribution board
provided with two 100A
switches, a 32A switch for
external lighting, two 25A
switches for fire alarm supply
and heating and ventilation
control equipment.






Page 5









 






	 	 	 	 	 
	 

	 	1 No.
	 	Lighting and power distribution board for offices.
	 

	 	1 No.
	 	Distribution board for production area lighting and power.
	 

	 	1 No.
	 	External lighting DB stop and control panel.
	 

	 	1 No.
	 	Lighting contactors panel.






The installation is wired in PVC cable of reputable manufacture and encased in welded steel screwed
conduit and galvanised trunking fully complying with the present day good practise and the
regulation of the Institute of Electrical Engineers.



HEATING



Heating is provided to the offices, toilets, tea room, staircase and circulation areas by a low
pressure hot water system serving pressed metal radiators each complete with thermostatic radiator
controls.



A gas fired low pressure hot water boiler complete with twin wall insulated flue and all necessary
pumps, valves, thermostats and controls being located on the first floor plant area.



GAS INSTALLATION



An incoming metered and valved gas supply is provided serving boiler installation.



HOT WATER



Hot water is provided to all sanitary accommodation via a wall mounted Heatrae Sadia instantaneous
electric water heater. A further Heatrae Sadia ‘Handy’ water heater is provided within the
disabled toilet.



TELECOMMUNICATIONS



Incoming telephone duct is provided within the ground floor office left ready to receive tenant’s
installation.



VENTILATION



Toilet areas are ventilated to provide six air changes per hour.



Thermostatically controlled roof mounted extract fans installed to exhaust air from the first floor
office ceiling void to reduce void temperature build up at times of high solar gain through the
roof.



WATER INSTALLATION



Incoming water main to supply Authority’s meter. From the Authority’s meter the supply is
distributed within the building to serve drinking water points direct and sanitary appliances, from
a storage tank.



Page 6









 





The Seventh Schedule




CHEMICALS TO BE USED BY AZUR

ENVIRONMENTAL AT ITS UK FACILITY




The solvents which will be used by Azur Environmental for the purposes of research and development
will be those used by a typical life sciences laboratory and are most likely to be:


lower alcohols (methanol, ethanol, isopropanol)

toluene, xylene and related compounds

hydrochloric, sulphuric and nitric acids.




The maximum quantities of each held at any one time would not exceed two winchesters (2 x 2.5
litres) and all would be stored in compliance with existing fire and Health and Safety legislation,
eg. solvents would be stored in an approved fireproof cabinet.



A variety of dry chemicals will be held but it is impossible to specify these except that they are
unlikely to differ significantly from those found in a standard life science laboratory. These
will be stored and used in accordance with current Health and Safety legislation.



No hazardous or unusual chemicals will be used in Manufacturing.



All chemicals will be disposed of in accordance with recommended practice.



A safety adviser with many years experience is being appointed to ensure compliance with current
legislation.



 









 





					
	 	 	 	 	 
	DATED
	 	27th September
	 	2001






AZUR ENVIRONMENTAL LIMITED




- and -




MICROSCIENCE LIMITED




 





ASSIGNMENT OF LEASE




545 Eskdale Road Winnersh Triangle

Wokingham Berkshire




 






SHADBOLT & CO

Reigate




 









 





THIS ASSIGNMENT is made the 27th of September 2001



BETWEEN:




	(1)	 	AZUR ENVIRONMENTAL LIMITED (Company Registration No 2538199) whose Registered Office is
at 540/545 Eskdale Road Winnersh Triangle Wokingham Berkshire RG41 5TU (‘The Assignor’);
	 
	(2)	 	MICROSCIENCE LIMITED (Company Registration No 03270465) whose Registered Office is at 545
Eskdale Road Winnersh Triangle Wokingham RG41 5TU (‘The Assignee’)





WHEREAS




	(1)	 	Lease or underlease
	 
	 	 	By a lease particulars of which are set out in the first schedule (‘the Lease’) the property more
particularly described in the Lease the postal address of which is set out in the second schedule
(‘the Property’) was demised to the Assignor for the term of years and at the yearly rent set out
in the first schedule subject to the performance and observance of the covenants on the part of the
Assignor and the conditions contained in the Lease and subject to and with the benefit of the
document particulars of which are set out in the Third Schedule (“the documents”).
	 
	(2)	 	Agreement for sale
	 
	 	 	The Assignor has agreed with the Assignee in consideration of the covenant on the part of the
Assignee contained below for the assignment to the Assignee of the Property for the residue of the
term granted by the Lease subject to and with the benefit of the documents.





NOW THIS DEED WITNESSES as follows:




	1.	 	Assignment
	 
	 	 	In pursuance of the above agreement and in consideration of the covenant on the part of the
Assignee contained below the Assignor with full title guarantee assigns to the Assignee ALL THAT
the Property TO HOLD the Property to the Assignee for the residue now unexpired of the term of
years granted by the Lease SUBJECT henceforth to the payment of the rent reserved by
and the performance and observance of the covenants and agreements on the part of the lessee and
the conditions contained in the Lease and the documents.
	 
	2.	 	Covenant for indemnity
	 
	 	 	The Assignee covenants with the Assignor that it and its successors in title to the Property will
during the continuance of the term granted by the Lease




2









 






	 	 	pay the rent reserved by and perform and observe covenants restrictions conditions stipulations and
other matters contained or referred to in the Lease and the documents and will keep the Assignor
indemnified against all proceedings costs claims and expenses whatsoever on account of any omission
to pay the rent reserved by or any breach of any of the covenants agreements and conditions
contained in the Lease and in the documents.






	3.	 	Covenants for title
	 
	 	 	It is hereby agreed and declared between the Assignor and the Assignee that the covenants implied
by section 4 of the Law of Property (Miscellaneous Provisions) Act 1994 shall be varied so that the
Assignor shall be under no liability for any failure to carry out any works of repair renewal or
decoration to the Property or for any other works required under the lease when ever those works
are due to be carried out.
	 
	4.	 	Matters of Public Record
	 
	 	 	It is further agreed and declared between the Assignor and the Assignee that for the purposes of
section 6(2) Law of Property (Miscellaneous Provisions) Act 1994, all matters now recorded in
registers open to public inspection are to be considered with in the actual knowledge of the
Assignee.
	 
	5.	 	Contracts (Rights of Third Parties) Act 1999
	 
	 	 	It is not intended that any term of this deed shall be enforceable pursuant to the Contracts
(Rights of Third Parties) Act 1999.
	 
	6.	 	Certificate of value
	 
	 	 	It is hereby certified that the transaction hereby effected does not form part of a larger
transaction or of a series of transactions in respect of which the amount or value of the aggregate
amount or value of the consideration exceeds the sum of £60,000.





IN WITNESS of which this assignment has been executed as a deed and has been delivered on the date
first written above



FIRST SCHEDULE




Particulars of the Lease




13 December 1996 : Slough Properties Limited (1) and the Assignor (2)




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SECOND SCHEDULE




Postal address of the Property




545 Eskdale Road Winnersh Wokingham Berkshire




THIRD SCHEDULE




The documents




	 	 	 	 	 
	Date	 	Document	 	Parties
	 
	 	 	 	 
	13 December 1996

	 	Licence for Alterations
	 	Slough Estates Limited (1)
and the Assignor (2)






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	EXECUTED as a deed by

	 	 	)	 	 	 
	AZUR ENVIRONMENTAL LIMITED

	 	 	)	 	 	 
	Acting by two directors or a director

	 	 	)	 	 	 
	and the company secretary

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Director /s/ [Illegible]
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Secretary /s/ [Illegible]
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	For and on behalf of

MAWLAW SECRETARIES LTD
	 
	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	)	 	 	 
	MICROSCIENCE LIMITED

	 	 	)	 	 	 
	Acting by two directors or a director

	 	 	)	 	 	 
	and the company secretary

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Director [Illegible]
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Director/Secretary /s/ Jonathan RHH Pockson






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