LEASE

Lease Agreement

AGREEMENTS / CONTRACTS

CLAUSES

HILL DICKINSON LLP | INTERVOICE LIMITED Company | URBAN GENERATION (GATLEY) LIMITED (Company

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Title: LEASE
Date: 3/28/2007
Industry: Communications Equipment Sector: Technology

LEASE, Parties: hill dickinson llp , intervoice limited company , urban generation (gatley) limited (company

Exhibit 99.1


Date of Original:		21.7.06
Date of Version:		21.03.07
Version No:		4
Ref:		PQH/JG/BM0145.128

Lease


Dated 23 March 2007

URBAN GENERATION (GATLEY) LIMITED (1)

and

INTERVOICE LIMITED (2)

Relating to
Brook House
Stonepail Close
Gatley
Stockport

Hill Dickinson LLP
State House
22 Dale Street
Liverpool L2 4UR
T: 0151 236 5400
F: 0151 236 2175
PQH/JG/BM0145.128


INDEX

1.	PARTICULARS	1
2.	DEFINITIONS	2
3.	INTERPRETATION	7
3.1	Rights of the Landlord	7
3.2	Act or default of the Tenant	8
3.3	Approvals of any superior landlord and mortgagee	8
3.4	Consent of the Landlord approval etc.	8
3.5	English law	8
3.6	Gender and number	8
3.7	General and particular words	8
3.8	Headings	8
3.9	Joint and several obligations	9
3.10	Last year and end of the Tenancy	9
3.11	Perpetuity period	9
3.12	Person and party	9
3.13	Rights and obligations	9
3.14	Statute	10
3.15	Superior landlord	10
3.16	Tenant not to allow act	10
4.	LETTING	10
4.1	Letting	10
4.2	Rights and reservations	11
5.	TENANT’S RIGHTS	11
6.	LANDLORD’S RIGHTS	11
6.1	Conducting Media	11
6.2	Light support etc.	11
6.3	Entry by Landlord	11
6.4	Landlord’s right to carry out works on other premises	12
6.5	Letting board etc.	13
6.6	Goods left on the Property	13
6.7	Variation of implied rights	13
7.	TENANT’S COVENANTS	14
7.1	Rent	14
7.2	Outgoings	14
7.3	Interest	15
7.4	Repair and decoration	15
7.5	Maintenance	17
7.6	Contribution to repair of party walls etc.	17
7.7	Repair on notice	17
7.8	Compliance with statutory requirements etc.	18
7.9	Restrictions on dealings	19
7.10	Registration of assignments etc.	24
7.11	Information	24
7.12	Alterations	24
7.13	Signs and notices	26
7.14	Cost of removal by Landlord of unauthorised signs etc.	26
7.15	Service installations	27
7.16	Nuisance	27
7.17	Use	27
7.18	Overloading	28
7.19	Notices	28
7.20	Planning	28


INDEX

7.21	Encroachments	28
7.22	Maintenance agreements	29
7.23	Defective premises	29
7.24	Landlord’s rights	29
7.25	Landlord’s regulations	29
7.26	The CDM Regulations	29
7.27	Landlord’s costs	30
7.28	Indemnities	31
7.29	Yield up	31
7.30	VAT	32
8.	LANDLORD’S COVENANTS	33
	Quiet enjoyment	33
9.	INSURANCE	33
9.1	Landlord to insure Property	33
9.2	Additional Landlord’s fixtures	34
9.3	Landlord to inform Tenant of insurance cover	34
9.4	Damage to Property	34
9.5	Option to terminate following damage by an Insured Risk	35
9.6	Option to terminate following damage by an Excluded Risk	35
9.7	Application by Tenant for new lease following termination	36
9.8	Tenant’s obligations in respect of Landlord’s insurances	36
9.9	Tenant’s insurance	37
10.	SUSPENSION OF RENT	38
10.1	Application	38
10.2	Suspension	38
10.3	Disputes	38
11.	FORFEITURE	39
12.	DECLARATIONS WARRANTIES AND MISCELLANEOUS	40
12.1	Representations and exclusion of use warranty	40
12.2	Accidents	40
12.3	Payments recoverable as rent	40
12.4	Release of the Landlord	41
12.5	Service of notices	41
12.6	Jurisdiction of the English courts	41
13.	Tenant’s option to terminate
14.	ARBITRATION OR DETERMINATION BY EXPERT	42
14.1	Contrary Provision	42
14.2	Arbitration	42
14.3	Determination by an expert	42
14.4	Expert’s terms of appointment	42
14.5	Experience of arbitrator or expert	44
14.6	Non-payment of costs of arbitrator or expert	44
15.	RENT REVIEW	44
15.1	Definitions	44
15.2	New Rent	47
15.3	Memorandum	48
15.4	Delay	48
16.	GUARANTEE	49
16.1	Definition	49
16.2	Guarantee	49
16.3	New lease on disclaimer etc.	50
16.4	Waiver by Guarantor of rights	51
16.5	Guarantor’s liability not to be prejudiced	51
16.6	Surrender of part by Original Tenant	52
16.7	Benefit of guarantee	52

PARTICULARS

	1.1		Date 23 March 2007

	1.2		Headlease/Underlease

			This is a headlease

	1.3		Parties

	1.3.1		Landlord

			URBAN GENERATION (GATLEY) LIMITED (Company Number 04852131) whose registered office is at c/o Hill Dickinson LLP State House 22 Dale Street Liverpool L2 4UR

	1.3.2		Tenant

			INTERVOICE LIMITED (Company Number 2601740) whose registered office is at 50 Park Road Gatley Cheshire SK8 LH2

	1.3.3		Guarantor

			None

	1.4		Property

			Brook House (formerly Bridge House) Stonepail Close Gatley Stockport SK8 4HZ being the whole of the land and buildings comprised in the Landlord’s freehold title number GM681354

	1.5		Contractual Term

			Ten years from and including 25 ^TH December 2006

	1.6		Rent

	1.6.1		Amount

			Four hundred thousand pounds (£400,00.00) per annum (exclusive of value added tax) as varied from time to time under the provisions of this

			Lease (including in particular the provisions for review in clause 14 )

	1.6.2		Rent Commencement Date

			25 ^th March 2007

	1.6.3		First Rent Payment Date

			25 ^th March 2007

	1.6.4		Review Dates

			25 ^TH December 2011 only

	1.7		Insurance Rent Commencement Date

			25 ^TH December 2006

	1.8		Permitted Use

			Offices within Class B1 of the Town and Country Planning (Use Classes) Order 1987 and ancillary purposes

	1.9		Landlord and Tenant (Covenants) Act 1995

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

2.		DEFINITIONS

		In this Lease the following definitions apply:


“Arbitration”		arbitration under clause 14.2

“Authorised Guarantee Agreement”		has the meaning given to “authorised guarantee agreement” in section 28 of the Landlord and Tenant (Covenants) Act 1995

“Base Rate”		the base rate from time to time of Barclays Bank PLC or if that is not available the most closely


		comparable rate of interest to be determined (if not agreed) by Arbitration

“Conducting Media”		all conducting media including (but not limited to) pipes flues ducts wires cables drains sewers gutters gullies and channels and their ancillary plant and equipment

“Contractual Term”		the term specified in clause 1.5

“Excluded Review Matters”		(see clause 15.1 )

“Excluded Risk”		any risk which would have fallen within the definition of “Insured Risks” but for the Landlord exercising its discretion to exclude the risk from that definition

“Fair Proportion”		the fair proportion reasonably determined from time to time by the Landlord’s Surveyor

“First Rent Payment Date”		the date specified in clause 1.6.3

“Group Company”		a company which is a member of the same group as the Landlord and the Tenant (as the case may be). For the purpose of this definition:

(a)

a company is a “subsidiary” of another company if that other company:

	(i)		holds a majority of the voting rights in it; or

	(ii)		is a member of it and has the right to appoint or remove a majority of its board of directors; or

	(iii)		is a member of it and controls alone under an agreement with other shareholders or members a majority of the voting rights in it

(b)

two companies shall be taken to be members

of the same group if and only if:

	(i)		one is a subsidiary of the other or

	(ii)		both are subsidiaries of a third or

	(iii)		one is a subsidiary of a company which itself is a subsidiary of the other


“Guarantor”		the person (if any) so named in clause 1.3.3

“Insurance Rent”		a sum equal to the cost of the insurance described in clause 9.1 (including the cost of any insurance valuations)

“Insurance Rent Commencement Date”		the date specified in clause 1.7

“Insured Risks		(a) fire explosion and lightning

	(b)		impact

	(c)		earthquake

	(d)		aircraft (other than hostile aircraft) and things dropped from aircraft

	(e)		flood storm and tempest

	(f)		bursting or overflowing of water tanks apparatus pipes boilers or heating equipment

	(g)		riot and civil commotion

	(h)		malicious damage

	(i)		accidental damage to all plate glass in the Property

	(j)		terrorism (if available to the Landlord from its insurance company)

			and any other risks against which the Landlord or


		any superior landlord may from time to time reasonably insure and an “Insured Risk” means one of the risks. Except that a risk will not be an “Insured Risk” to the extent that in the reasonable opinion of the Landlord’s Surveyor insurance cover is not available in the normal market at a reasonable premium and the Landlord elects not to take out such insurance cover for the Property and gives reasonable prior written notice to the Tenant of such election

“Landlord”		the person named in clause 1.3.1 or any other person who at the relevant time is entitled to the immediate reversion on this Lease

“Landlord’s Surveyor”		the person from time to time appointed by the Landlord to act as its surveyor for any purpose under this Lease who shall be a professionally qualified surveyor and may be an employee of the Landlord

“this Lease”		this Lease as varied and supplemented by any document

“Licences”		a licence for alterations dated 18 April 2000 and made between (1) Capital & Counties Plc and (2) Brite Voice Systems Group Limited and a licence for alterations dated 20 November 2001 and made between (1) Allied Dunbar Assurance Plc and (2) Intervoice-Brite Limited

“Non-Reinstatement Notice”		(see clause 9.6.1 )

“Open Market Rent”		(see clause 15.1 )

“Original Landlord”		the person named in clause 1.3.1

“Original Tenant”		the person named in clause 1.3.2

“Planning Acts”		the Local Government Planning and Land act 1980 the Town and Country Planning Act 1990 the


		Planning (Listed Buildings and Conservation Areas) Act 1990 the Planning (Hazardous Substances) Act 1990 the Planning (Consequential Provisions) Act 1990 and the Planning and Compensation Act 1991 and any later similar legislation

“Planning Control”		has the meaning given to it by the Town and Country Planning Act 1990

“President of the RICS”		the President for the time being of The Royal Institution of Chartered Surveyors or the person for the time being authorised to act on his behalf

“Previous Lease”		the lease of the Property dated 24 June 1996 and made between (1) Capital & Counties Plc and (2) Brite Voice Systems Group Limited

“Property”		the premises described in clause 1.4 including:

	(a)		any vaults below or adjoining the premises;

	(b)		any pavement lights serving the premises;

	(c)		Conducting Media within the premises which do not belong to suppliers;

	(d)		Conducting Media outside the premises which exclusively serve the premises and do not belong to suppliers;

	(e)		landlord’s fixtures in or forming part of the premises (including any toilets and sanitary ware);

	(f)		any additions to the Premises; and

	(g)		any grounds and approaches belonging to the premises

			but excluding

(h)

tenant’s fixtures


“Rent”		the amount (subject to variation and review) specified in clause 1.6.1

“Rent Commencement Date”		the date specified in clause 1.6.2

“Review Assumptions”		(see clause 15.1 )

“Review Date”		(see clause 15.1 )

“Signs and Notices”		signs notices placards posters stickers advertisements flags logos letterings and numerals

“Tenancy”		the contractual tenancy created by this Lease and any further tenancy of the Property during any period of holding over or extension or continuation of the contractual tenancy by statute or under common law

“Tenant”		the Original Tenant and its successors in title as tenant under this Lease

“Tenant Covenant”		means a “tenant covenant” (as defined by section 28 of the Landlord and Tenant (Covenants) Act 1995) which relates to the tenancy created by this Lease

“Termination Event”		(see clause 16.1 )

“Termination Notice”		(see clause 9.6.2.2 )

“VAT”		value added tax and any similar tax

3.		INTERPRETATION

		This clause contains directions for interpretation which apply unless a contrary intention is clear from the wording elsewhere in this Lease

	3.1		Rights of the Landlord

			References to the rights of the Landlord are deemed to include the same rights for any superior landlord and anyone authorised by the Landlord or a superior

landlord

	3.2		Act or default of the Tenant

			References to the act or default or fault of the Tenant and words to similar effect shall include any act default or fault of anyone at the Property with the Tenant’s authority and under the Tenant’s control

	3.3		Approvals of any superior landlord and mortgagee

			Any provision in this Lease requiring the consent or approval of the Landlord is to be construed as also requiring any necessary consent or approval of:

	3.3.1		any superior landlord and

	3.3.2		any mortgagee of the Landlord’s or any superior landlord’s interest n the Property

	where such consent or approval shall be required

	3.4		Consent of the Landlord approval etc.

			References to consent of the Landlord and words to similar effect mean a prior consent in writing signed by or for the Landlord. References to approved and authorised and words to similar effect mean previously approved or authorised in writing

	3.5		English law

			This Lease shall be governed by and interpreted in accordance with English law

	3.6		Gender and number

			Words of one gender include all other genders. Singular words include the plural and vice versa

	3.7		General and particular words

			General words are not limited because they are preceded or followed by particular words in the same category or covering the same topic

3.8

Headings

Any footnotes headings index marginal notes table of contents and underlinings are for guidance only not interpretation

3.9

Joint and several obligations

			If an obligation is owed to or by more than one person that obligation is owed to or by those persons separately jointly or in any combination

	3.10		Last year and end of the Tenancy

			References to the last year of the Tenancy or other period related to the end of the Tenancy and words to similar effect include the last year of the Tenancy or such other period (as the case may be) even if it ends before the end of the Contractual Term. References to the end of the Tenancy and words to similar effect are to be similarly interpreted

	3.11		Perpetuity period

			The perpetuity period applicable to this Lease is eighty (80) years from the start of the Contractual Term. Whenever in this Lease any party is granted a future interest that interest must vest within such perpetuity period and if it has not it will be void for remoteness

	3.12		Person and party

	3.12.1		Any reference to a person includes a company corporation or other legal entity

	3.12.2		Any reference to “parties” or “party” means the Landlord and the Tenant or either of them but in the absence of a specific reference to the contrary does not include any Guarantor

3.13

Rights and obligations

	3.13.1		The Tenant or any undertenant or occupier of the Property shall not after the date of this Lease and during the Tenancy acquire any implied or prescriptive right or easement from or over or affecting any neighbouring premises in which the Landlord from time to time has a freehold or leasehold interest

	3.13.2		Rights granted are not exclusive to the Tenant

3.13.3

Rights and obligations are cumulative

	3.14		Statute

			Any reference to a specific statute includes:

	3.14.1		any statutory extension variation or re-enactment of the statute whether before or after the date of this Lease

	3.14.2		derivative orders regulations and permissions and

	3.14.3		directives and regulations adopted by the European Union relating to VAT


			Any general reference to “statute” or “statutes” includes those enacted after the date of this Lease and includes all derivative orders regulations and permissions

3.15

Superior landlord

	3.15.1		Any reference to a superior landlord includes the Landlord’s immediate reversioner and any superior landlord

	3.15.2		Any reference to a superior lease includes the lease under which the Landlord holds the Property and any lease superior to that

	3.15.3		When a superior landlord performs a landlord’s obligation it shall be deemed to have been performed by the Landlord

	3.16		Tenant not to allow act

			An obligation by the Tenant not to do an act includes an obligation not to knowingly allow that act to be done by another person

LETTING

	4.1		Letting

			The Landlord lets the Property to the Tenant for the Contractual Term the Tenant paying during the Tenancy the following (all of which are reserved as rent):

4.1.1

from and including the Rent Commencement Date the Rent by equal quarterly payments in advance on the usual quarter days; the first payment for the period from the Commencement Date being due on

			the First Rent Payment Date

	4.1.2		from and including the Insurance Rent Commencement date the Insurance Rent within twenty one (21) days after a written demand

	4.1.3		any VAT payable on the above amounts

	4.2		Rights and reservations

			The letting includes the rights (if any) granted by clause 5 but is subject to the exceptions and reservations set out in clause 6

5.		TENANT’S RIGHTS

		None

6.		LANDLORD’S RIGHTS

		The following rights are excepted and reserved to the Landlord:

	6.1		Conducting Media

			The right to use repair alter replace add to and make connections to the Conducting Media forming part of the Property which serve or are capable of serving other premises

	6.2		Light support etc.

			The right of light air support and protection and all other easements and rights now or after the date of this Lease belonging to or enjoyed by any other premises

	6.3		Entry by Landlord

6.3.1

The right at reasonable times and on reasonable prior written notice but in case of emergency at any time without notice to enter the Property with necessary materials and appliances and

	6.3.1.1		view and record the condition of the Property

	6.3.1.2		repair maintain alter or clean other premises where such work would not otherwise be reasonably practicable

	6.3.1.3		inspect Conducting Media

	6.3.1.4		comply with obligations or exercise any rights under this lease or a superior lease

	6.3.1.5		make good any failure by the Tenant to repair maintain or decorate the Property in compliance with clause 7.7.1

	6.3.1.6		remove anything which has been fixed placed displayed or left on the Property in breach of clause 7.12 or clause 7.13

	6.3.1.7		make good any other breach of covenant by the Tenant

	6.3.1.8		show prospective tenants and purchasers over the Property or

6.3.2

In exercising these rights the Landlord shall:

	6.3.2.1		cause as little inconvenience to the Tenant as is reasonably practicable

	6.3.2.2		as soon as reasonably practicable make good any damage to the Property and

	6.3.2.3		indemnify the Tenant against any loss or damage to the tenant’s fixtures and the contents of the Property

6.4

Landlord’s right to carry out works on other premises

	6.4.1		The right to alter add to and carry out works on adjoining or nearby premises Provided that the same shall not materially obstruct affect or interfere with the amenity of or access to the Property or the passage of light and air to the Property

	6.4.2		In carrying out any works under this clause 6.4 the Landlord shall:

6.4.2.1

be entitled if reasonably necessary to erect scaffolding which can be attached to the Property Provided that there shall not be erected any scaffolding or other structures in front of or to the rear or sides (if applicable) of the Property in such a position so as to obscure the windows of the Property or so

			as to prevent or interfere with access to the Property by persons entering the Property or in connection with the servicing thereof

	6.4.2.2		cause as little inconvenience as is reasonably practicable to the Tenant and as soon as reasonably practicable make good any damage caused to the Property and

	6.4.2.3		ensure that after completion of the works the use of the Property for any purposes permitted by this Lease has not been materially adversely affected

	6.5		Letting board etc.

			The right during the last six (6) months of the Tenancy on prior written notice to display a letting board on the Property and at any time to display a sale board on the Property but not so that any board unreasonably obstructs the light or air to the Property or interferes with the Tenant’s or any undertenant’s business being carried on at the Property

	6.6		Goods left on the Property

	6.6.1		The right to sell as agent for the Tenant any belongings of the Tenant left in the Property for more than fourteen (14) days after being requested in writing by the Landlord to remove such items after the end of the Tenancy unless the Tenant remains in occupation of the Property under a new tenancy. The Tenant shall indemnify the Landlord against any liability incurred by the Landlord to anyone whose belongings are sold by the Landlord in the mistaken belief held in good faith (which shall be presumed unless the contrary is proved) that such belongings were owned by the Tenant

	6.6.2		In the event of a sale the Landlord shall account to the Tenant for the proceeds of sale less the reasonable and proper costs of removal storage and sale if the Tenant shall claim the proceeds of sale within six (6) months after the date on which the Tenant has quit the Property. If no such claim is made by the Tenant the proceeds of sale shall belong to the Landlord

6.7

Variation of implied rights

The right to terminate or vary any implied right from time to time enjoyed by the Property provided that such termination or variation does not materially adversely affect the use of the Property for any purpose permitted by this Lease

7.		TENANT’S COVENANTS

		The Tenant covenants with the Landlord:

7.1

Rent

	7.1.1		To pay the Rent and other amounts in the manner specified in clause 4.1

	7.1.2		Not to claim or exercise any right to set-off or to withhold payment of any amounts due to the Landlord

	7.1.3		If required by the Landlord to make payments to the Landlord by banker’s order or credit transfer to a bank and account in the United Kingdom nominated by the Landlord

7.2

Outgoings

7.2.1

To pay and to indemnify the Landlord against all existing and future rates taxes assessments impositions and outgoings assessed or imposed on or in respect of the Property (including those assessed or imposed on the Landlord and any superior landlord) except any taxes assessed or imposed on the Landlord or a superior landlord in respect of:

	7.2.1.1		the rents

	7.2.1.2		the grant of this Lease or

	7.2.1.3		any dealing or deemed dealing by the Landlord or a superior landlord with its interest in the Property

7.2.2

If such an assessment or imposition is:

	7.2.2.1		made on premises which include the Property and

	7.2.2.2		paid by the Landlord

			to pay a Fair Proportion of it to the Landlord within twenty one (21) days after a written demand

	7.2.3		To indemnify the Landlord against any loss of rating relief on the Property after the end of the Tenancy caused by the Property being left empty during the Tenancy

7.3

Interest

	7.3.1		If required by the Landlord to pay interest at a yearly rate of three per cent (3%) above Base Rate on any sum payable under this Lease by the Tenant to the Landlord (whether or not formally demanded) that is not paid within seven (7) days of its due date. To pay this interest from the due date to the date of payment both before and after any court judgment calculated on a daily basis and compounded with rests on the usual quarter days

	7.3.2		If while a breach of any tenant’s covenant continues the Landlord refuses to accept payment of any sum in order not to waive the breach the Tenant shall be deemed for the purposes of this clause 7.3 to have failed to pay such sum

	7.3.3		This clause 7.3 is not to prejudice any other right or remedy of the Landlord

7.4

Repair and decoration

	7.4.1		To repair and maintain the Property and to keep it clean and in good repair

	7.4.2		To repair maintain and keep clean and when necessary renew the fixtures (including carpets) in the Property

	7.4.3		To prepare and paint all external paintwork of the Property in the fourth (4th) and every subsequent third (3rd) year and in the last three (3) months of the Tenancy and at the same time to prepare and polish any outside polished surfaces and to restore and make good the brickwork and stonework where necessary (but not to paint any brickwork or stonework which has not previously been painted) provided that such work shall not be required to be carried out more than once in any 18

			month period

	7.4.4		To redecorate the interior of the Property in every fifth (5th) year and in the last three (3) months of the Tenancy preparing and painting papering or polishing as appropriate having regard to earlier treatment provided that such redecoration shall not be required to be carried out more than once in any 18 month period

	7.4.5		As often as necessary to clean and treat in an appropriate manner all other external and internal materials surfaces and finishes of the Property

	7.4.6		In relation to the work referred to in this clause 7.4

	7.4.6.1		to carry out the work with appropriate materials of good quality in a good and workmanlike manner and to the reasonable satisfaction of the Landlord’s Surveyor

	7.4.6.2		to carry out all external painting whenever carried out and the internal painting papering and treatment in the last three (3) months of the Tenancy in a colour or colours approved in writing by the Landlord such approval not to be unreasonably withheld or delayed

	7.4.7		Damage by an Insured Risk is excepted from the Tenant’s liability under this clause 7.4 except to the extent that the insurance money is irrecoverable because of an act or default of the Tenant

	7.4.8		Damage by an Excluded Risk is (subject to clause 9.7 ) excepted from the Tenant’s liability under this clause 7.4

	7.4.9		Notwithstanding the foregoing provisions of this clause 7.4 the Tenant shall not be required to put or keep the Property or any of the fixtures and fittings contained in it in any better state of repair condition or decorative order than that current at the date of this Lease such current state being evidenced by the photographic schedule of condition annexed to this Lease as Appendix 1 as supplemented and amended to include the further statements and photographs annexed to this Lease as Appendix 2

7.5

Maintenance

	7.5.1		To keep the Conducting Media which form part of the Property clear and unobstructed. Not to do anything which causes an obstruction or damage to any other Conducting Media serving the Property

	7.5.2		Not to discharge any fluid of a poisonous or noxious nature into the Conducting Media in or serving the Property

	7.5.3		To take all reasonably necessary precautions against:

	7.5.3.1		frost damage to any pipe tank or water apparatus in the Property and

	7.5.3.2		the bursting or overflowing of any pipe tank or water apparatus in the Property

	7.5.4		To sweep any chimneys and clean any ducts and flues of the Property as often as reasonably necessary

	7.5.5		To clean the windows and other lights of the Property as often as reasonably necessary

	7.5.6		To keep any yards paths and areas of the Property clean unobstructed and tidy and any gardens of the Property in good order properly cultivated and free from weeds and rubbish

	7.6		Contribution to repair of party walls etc.

			To pay within twenty one (21) days after a written demand a Fair Proportion of the expense of repairing maintaining renewing and cleaning all mutual or party walls roads yards fences Conducting Media and structures used or enjoyed by the Property in common with other premises

	7.7		Repair on notice

7.7.1

To make good with all practicable speed any failure to repair maintain or decorate the Property for which the Tenant is liable and of which the Landlord has given reasonable prior notice in writing. To start the necessary work within two (2) months after the Landlord’s notice or sooner if reasonably necessary and then diligently to continue and

complete the work

7.7.2

If the Tenant does not comply with clause 7.7.1 to pay within twenty one (21) days after a written demand the reasonable and proper costs incurred by the Landlord in carrying out the necessary work including reasonable and proper fees and expenses

7.8

Compliance with statutory requirements etc.

7.8.1

Subject to clause 7.8.2 and except where such compliance is within the ambit of the Landlord’s obligations contained in this Lease to carry out all works and provide and maintain all arrangements in respect of the Property and the use to which the Property is being put that are necessary in order to comply with the requirements of:

	7.8.1.1		the Offices Shops and Railways Premises Act 1963 the Fire Precautions Act 1971 the Defective Premises Act 1972 and the Health and Safety at Work etc. Act 1974

	7.8.1.2		any other statute

	7.8.1.3		any government department local authority or other public or competent authority

	7.8.1.4		any court of competent jurisdiction and

	7.8.1.5		any regulation of the European Communities which applies in the United Kingdom

	7.8.2		Not to carry out any works which the Landlord elects to carry out by serving prior written notice on the Tenant

	7.8.3		To pay within twenty one (21) days after receiving a written demand the Landlord’s reasonable and proper expenditure (including reasonable and proper fees and expenses) on any works which the Landlord has elected to carry out under this clause 7.8

	7.8.4		To comply with any other obligations imposed by law relating to the Property or its use except where such compliance is within the ambit of the Landlord’s obligations contained in this Lease

7.8.5

Not to do anything in respect of the Property which imposes on the Landlord a liability under any statute to pay any penalty damages compensation or costs

7.9

Restrictions on dealings

7.9.1

Not to underlet the whole or part of the Property without first obtaining the prior consent of the Landlord (which must not be unreasonably withheld or delayed) and procuring (as a condition precedent to the giving of such consent):

	7.9.1.1		that the proposed underlessee enters into a direct covenant with the Landlord to perform and observe the covenants (save for the covenant to pay rent) on the part of the Tenant and conditions contained in this Lease

	7.9.1.2		that any underlease will be granted without any fine or premium at a rent not less than the yearly open market rent at which the Property (or (in the case of an underlease of part) the part underlet) might reasonably be expected to be let without taking a fine or premium and will contain provisions approved by the Landlord (such approval not to be unreasonably withheld or delayed):

	7.9.1.2.1		for the review of the rent reserved by such underlease on the same basis and on the same dates on which the rent is to be reviewed under this Lease including provisions whereby such review may at the option of the Landlord be consolidated with any review of the rent payable under this Lease upon terms equivalent to those contained in clause 15

	7.9.1.2.2		prohibiting the undertenant from doing or allowing any act or thing in relation to the underlet premises which is inconsistent with or in breach of the provisions of this Lease

	7.9.1.2.3		imposing an absolute prohibiting against all dispositions or other dealings whatever with the

underlet premises other than an assignment underletting or charge of the whole

	7.9.1.2.4		prohibiting the undertenant from permitting any other person to occupy the whole or any part of the underlet premises

	7.9.1.2.5		for re-entry on breach of any covenant by the undertenant

	7.9.1.3		Any such underlease of part of the Property will be excluded from the operation of Sections 24 to 28 of the Landlord and Tenant Act 1954

	7.9.1.4		In relation to any permitted Underlease:

	7.9.1.4.1		to enforce the performance and observance by any such undertenant of the provisions of the underlease and not at any time either expressly or by implication to waive any breach of covenant or condition on the part of the undertenant or any assignee of any underlessee

	7.9.1.4.2		not without the consent of the Landlord to vary the terms or accept a surrender of any permitted underlease

	7.9.1.4.3		to ensure that the rent is reviewed in accordance with the terms of the underlease

	7.9.1.4.4		not to agree the reviewed rent with the undertenant without the approval of the Landlord which shall not be unreasonably withheld or delayed

	7.9.2		Not to assign charge or part with possession or occupation of part of the Property except by a permitted underletting

	7.9.3		Not to share possession or occupation of the whole or part of the Property save with a Group Company provided that no relationship of the Landlord and Tenant is thereby created

	7.9.4		Not to hold the whole or part of the Property as trustee or agent for any other person

	7.9.5		Not to part with possession or occupation of the whole or part of the Property except by a permitted underletting of the whole or part of the Property or assignment of the whole of the Property

	7.9.6		Subject to the provisions of clauses 7.9.7 and 7.9.8 not without the Landlord’s consent (which shall not be unreasonably withheld or delayed) to assign or charge the Property as a whole

	7.9.7		It is agreed for the purposes of sub-section (1A) of section 19 of the Landlord and Tenant act 1927 (as inserted by section 22 of the Landlord and Tenant (Covenants) Act 1995) that the Landlord may (in addition to the Landlord’s right to withhold consent on other grounds) withhold consent to an assignment of the Property if any one or more of the following circumstances exist:

	7.9.7.1		the Landlord reasonably determines that the financial standing of the proposed assignee and any proposed guarantor offered by the proposed assignee is not satisfactory

	7.9.7.2		the proposed assignment is to a person connected with the Tenant and the question whether a person is so connected shall be determined in accordance with the provisions of section 533 of the Income and Corporation Taxes Act 1970 (as originally enacted) Provided in addition that a person shall be treated as connected with the Tenant in relation to any assignment or proposed assignment if the Landlord reasonably determines that such person is dealing with the Tenant otherwise than at arm’s length

	7.9.7.3		the Landlord reasonably determines that there is a material outstanding breach by the Tenant of a Tenant Covenant

	7.9.7.4		any ascertained amount due from the Tenant to the Landlord under this Lease has not been paid

7.9.8

It is agreed for the purposes of sub-section (1A) of section 19 of the

Landlord and Te

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