EXHIBIT 10.25
DATED 2003
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(1) STRALO LIMITED AND STATE STREET
CUSTODIAL SERVICES (JERSEY) LIMITED
(2) SEEC EUROPE LIMITED
(3) SEEC INC
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COUNTERPART
LEASE
- relating to -
Second Floor Brook House
Phase I ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇
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OLSWANG
▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
Tel: ▇▇▇ ▇▇▇▇ ▇▇▇▇
Fax: ▇▇▇ ▇▇▇▇ ▇▇▇▇
email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇.▇▇
Ref: MJJ/▇▇▇/S0281/1317
CONTENTS
CLAUSE PAGE
1. DEFINITIONS AND INTERPRETATION...........................................1
2. DEMISE...................................................................4
3. TENANT'S COVENANTS.......................................................5
3.1 PAYMENT OF RENTS..................................................5
3.2 PAYMENT OF OUTGOINGS..............................................5
3.3 PAYMENT OF COST OF NOTICES CONSENTS ETC...........................5
3.4 REPAIR............................................................6
3.5 DECORATION AND GENERAL CONDITION..................................6
3.6 ADDITIONS ALTERATIONS AND SIGNS...................................6
3.7 COMPLIANCE WITH ENACTMENTS........................................7
3.8 LANDLORD'S RIGHT TO ENTER FOR VARIOUS PURPOSES....................7
3.9 COMPLIANCE WITH NOTICES RELATING TO REPAIR OR CONDITION...........7
3.10 USE...............................................................8
3.11 PROHIBITED ALIENATION.............................................8
3.12 PERMITTED ALIENATION..............................................9
3.13 REGISTRATION.....................................................12
3.14 INSURANCE AND FIRE FIGHTING EQUIPMENT............................13
3.15 NOT TO OBSTRUCT OR OVERLOAD......................................13
3.16 PRESERVATION OF EASEMENTS........................................13
3.17 DEFECTIVE PREMISES...............................................13
3.18 YIELD UP.........................................................14
3.19 COVENANTS........................................................14
3.20 CDM REGULATIONS..................................................14
3.21 INDEMNITY........................................................14
3.22 TO GIVE AND TRANSMIT NOTICES.....................................14
4. LANDLORD'S COVENANTS....................................................14
4.1 QUIET ENJOYMENT..................................................15
4.2 INSURANCE........................................................15
4.3 SERVICES.........................................................15
5. PROVISOS................................................................16
5.1 RE-ENTRY.........................................................16
5.2 RENT CESSER......................................................16
5.3 NOTICES..........................................................12
5.4 DETERMINATION ON DESTRUCTION.....................................17
5.5 OUTSIDE NORMAL BUSINESS HOURS....................................17
5.6 CONSENTS EASEMENTS NOTICES ETC...................................18
5.7 NO WARRANTY BY LANDLORD..........................................19
5.8 TENANT'S OPTION TO DETERMINE.....................................19
5.9 LANDLORD'S OPTION TO DETERMINE...................................19
5.10 UNDERLEASES......................................................19
6. SERVICE RENT............................................................19
7. SURETY'S COVENANTS......................................................20
8. 1995 ACT..............................................................20
9. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999........................... 20
10. EXCLUSION OF LANDLORD AND TENANT ACT 1954............................. 20
11. STAMP DUTY CERTIFICATE................................................. 21
THE FIRST SCHEDULE
THE PREMISES........................................................... 22
THE SECOND SCHEDULE
RIGHTS GRANTED......................................................... 23
THE THIRD SCHEDULE
EXCEPTIONS AND RESERVATIONS............................................ 24
THE FOURTH SCHEDULE
COVENANTS BY SURETY.................................................... 25
THIS LEASE is made the day of 2003
BETWEEN
(1) STRALO LIMITED (Registered in Jersey under Company Number 34455) and
STATE STREET CUSTODIAL SERVICES (JERSEY) LIMITED (Registered in Jersey
under Company Number 44547) both of whose registered offices are situate
at ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Channel
Islands as Trustees on behalf of the Deutsche UK Office Property Fund
("Landlord")
(2) SEEC EUROPE LIMITED (Company Registration No. 3360828) whose registered
office is at ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇ ("Tenant")
(3) SEEC INC (a Pennsylvania Company) whose registered office is at Park
West One, Suite ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
("Surety")
WITNESSES as follows:
1 DEFINITIONS AND INTERPRETATION
1.1 In this Lease the following words and expressions shall have the
following meanings unless the context requires otherwise:
"ADJOINING PREMISES" any land or buildings adjoining or near to the
Premises whether or not comprised in the Building
"BUILDING" the land known as ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇'▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇
of which the premises forms part shown verged with a thick black line on
Plan 1 and every building from time to time on that land
"CDM REGULATIONS" the Construction (Design and Management) Regulations
1994 and "Health and Safety File" has the meaning given therein
"CONDUITS" the pipes sewers drains mains wires cables flues ducts and
all other conducting media and ancillary equipment
"ENACTMENT" every Act of Parliament and all subordinate legislation made
under such Acts
"INSURANCE RENT" in respect of any period for which the same is required
to be calculated an amount equal to a fair and reasonable proportion of
the total premium and other reasonable and proper costs incurred by the
Landlord for insuring the Building against the Insured Risks and in the
revaluation of the Building for insurance purposes and the whole
of any such amount relating to the loss of rent insurance.
"INSURED RISKS" loss damage or destruction whether total or partial
caused by fire lightning explosion riot civil commotion strikes labour
and political disturbances and malicious damage aircraft (other than
hostile) and aerial devices and articles dropped
1
therefrom storm tempest flood bursting or overflowing of water tanks
apparatus and pipes impact by road vehicles animals earthquake and
accidental damage to underground water oil and gas pipes or electricity
wires and cables acts terrorism (if, cover is available in the insurance
market at commercial rates) landslip subsidence and heave and
liabilities arising from or in connection with property owner's
liability of the Landlord and architects' engineers' and quantity
surveyors' and other professional fees and incidental expenses incurred
in relation to any works of debris removal and of reinstatement three
years loss of rent and such other risks or perils against the occurrence
of which the Landlord may from time to time in its reasonable discretion
deem it reasonable to insure subject to such exclusions and limitations
as are from time to time imposed by the insurers
"INSURERS" the insurance office or underwriters with whom the Premises
are insured
"INTEREST" interest during the period from the date on which the
relevant payment is due to the date of payment (both before and after
any judgment) calculated on a daily basis at the rate of 3% per annum
above the base rate for the time being of National Westminster Bank plc
or of some other bank nominated in writing from time to time by the
Landlord
"LEASE DATE" the date hereof
"NORMAL BUSINESS HOURS" 8.00 a.m. to 6.00 p.m. Mondays to Fridays
inclusive but always excluding public holidays
"PARKING SPACES" the parking spaces in the car park of the Building
shown coloured green on Plan 3 or such other parking spaces in the car
park of the Building which the Landlord may from time to time designate
"PERMITTED USE" use as high quality offices within Class B1(a) of the
Town and Country Planning (Use Classes) Order 1987
"PLAN 1" the plan annexed to this Lease marked "Plan 1"
"PLAN 2" the plan annexed to this Lease marked "Plan 2"
"PLAN 3" the plan annexed to his Lease marked "Plan 3"
"PLANNING ACTS" the Town and Country Planning ▇▇▇ ▇▇▇▇ the Planning Acts
of 1990 and the Planning and Compensation ▇▇▇ ▇▇▇▇
"PREMISES" THE premises more particularly described in the First
Schedule hereto and shortly known as Second Floor Brook House Phase I
▇▇▇▇▇▇▇▇'▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ together with the parking spaces
"PRINCIPAL RENT" a peppercorn from the date hereof until the Rent
Commencement Date and thereafter ONE HUNDRED AND TWENTY FOUR THOUSAND
SIX HUNDRED AND THIRTY FIVE POUNDS (Pounds Sterling l24,635) per annum
plus SIX THOUSAND POUNDS (Pounds Sterling 6,000) per annum in respect of
the Parking Spaces ("the
2
Parking Spaces Rent") and it is agreed and understood that the Principal
Rent during the period that this Lease is vested in SEEC Europe Limited
shall be a peppercorn from the date hereof until the Rent Commencement
Date and thereafter ONE HUNDRED THOUSAND POUNDS (Pounds Sterling l00,000
per annum (subject to review as hereafter provided) plus the Parking
Spaces Rent
"PROVISIONAL SUM" in relation to each Service Period an amount
calculated by the Landlord's managing agents acting as experts and not
arbitrators as their reasonable And proper estimate of the likely
Service Rent for the relevant Service Period
"PUBLIC AUTHORITY" the Secretary of State and government department
public local or any other authority or institution and any court of law
or any of them or any of their duly authorised officers
"REGULATIONS" such reasonable regulations as the Landlord shall make
from time to time in respect of the Building and shall notify in writing
to the Tenant
"RENT COMMENCEMENT DATE" 1 April 2003
"REVERSIONARY OBLIGATIONS" the covenants declarations and other matters
affecting the Premises specified in the Property and Charges Register of
Title Number
"SERVICE EXPENDITURE" all expenditure reasonably and properly incurred
by the Landlord in providing all or any of the Services including the
reasonable cost of employing managing agents and caretakers but
excluding any expenditure on any part of the Building for which the
Tenant or any other tenant shall be responsible or on any part of the
Building which was designed or intended to be let but which is unlet
from time to time during the Term
"SERVICE RENT" A fair and reasonable proportion (as the Landlord's
surveyor shall from time to time notify in writing to the Tenant) of the
Service Expenditure for any relevant Service Period defined in clause
6.1 hereof
"Services" the provision and carrying out by the Landlord of such
services as in the reasonable opinion of the Landlord are:
(i) necessary for the maintenance repair upkeep redecoration
insurance security management and cleanliness of the Building
including the reasonable and necessary replacement of items of
plant and equipment and their constituent parts comprised in the
Building including but not limited to air conditioning plant and
equipment;
(ii) for the benefit of the tenants of the Building or
(iii) otherwise in keeping with the principles of good estate
management
"TERM" 4 years calculated from and including the Term Date and
3
"TERM DATE" 16 January 2003
"1995 ACT" the Landlord and Tenant (Covenants) ▇▇▇ ▇▇▇▇
1.2 Singular words include the plural and vice versa and the masculine
gender includes the neuter gender and vice versa and each includes the
feminine gender
1.3 The expressions "Landlord" and "Tenant" wherever the context so admits
include their respective successors in title and where two or more
persons comprise the "Tenant" such persons covenant with the Landlord
jointly and severally
1.4. The Tenant by covenanting not to do or omit any act or thing also
covenants not to permit or suffer it to be done or omitted
1.5 References in this Lease to:
1.5.1 any consent licence or approval of the Landlord or words to
similar effect mean a consent licence or other approval in
writing signed by or on behalf of the Landlord
1.5.2 a specific Enactment includes every statutory modification
consolidation and re-enactment of that Enactment and any
statutory extension of it for the time being in force
1.5.3 the Landlord's managing agents may include the Landlord's own
employees and
1.5.4 any rent (whether or not defined in Clause 1.1) and other
amounts which may be or become payable to the Landlord under
this Lease are exclusive of all value added tax which may be or
become chargeable on the relevant supply by the Landlord
2. DEMISE
In consideration of the rents hereinafter reserved and of the covenants
by the Tenant the Landlord HEREBY DEMISES to the Tenant with full title
guarantee the Premises TOGETHER WITH (but to the exclusion of all other
liberties privileges rights easements or advantages whatsoever) the
rights and easements set out in the Second Schedule hereto but EXCEPT
AND RESERVING to the Landlord and the Landlord's tenants and licensees
and all other persons entitled thereto the rights and easements set out
in the Third Schedule hereto for the Term YIELDING AND PAYING therefor
FIRSTLY yearly and proportionately for any part of a year the Principal
Rent and the Parking Spaces Rent payable by equal quarterly payments in
advance on the usual quarter days in each year without deduction the
first payment or a proportionate part for the period commencing on the
Rent Commencement Date (calculated on an annual basic to be made on the
Rent Commencement Date SECONDLY with effect from the date hereof as
additional yearly rent the Insurance Rent payable without deduction
within 21 days of written demand THIRDLY with effect from the date
hereof as additional yearly rent the Service Rent (including the
4
Provisional Sum on account) payable in accordance with Clause 6 FOURTHLY
as additional rent Interest payable on demand on any sum of whatsoever
nature due from the Tenant to the Landlord (whether as rent or
otherwise) which shall not be received by the Landlord within 7 days
after the sum is due properly incurred by the Landlord in connection
with and following some default by the Tenant under this Lease and
FIFTHLY as additional rent all value added tax for which the Landlord is
or may become liable to account to HM Customs & Excise (or other
relevant body to whom account has for the time being to be made) on the
supply by the Landlord to the Tenant under or in connection with the
provisions of this Lease of the interest created by it and of any other
supplies whether of goods or services such rent fifthly rent reserved to
be due for payment contemporaneously with the other rents or sums to
which it relates
3. TENANT'S COVENANTS
The Tenant HEREBY COVENANTS with the Landlord as follows:
3.1 PAYMENT OF RENTS
3.1.1 To pay the rents reserved by this Lease on the days and in the
manner set out in Clause 2
3.1.2 To pay the Principal Rent by banker's standing order to such UK
clearing bank as the Landlord may from time to time reasonably
nominate
3.1.3 To pay in addition to the rents and other amounts which may be
or become payable by the Tenant to the Landlord under this Lease
all value added tax which may be or become chargeable on the
relevant supply by the Landlord to the Tenant upon receipt of a
valid value added tax invoice
3.2 PAYMENT OF OUTGOINGS
To pay (or if the Landlord shall require to repay the Landlord) all
existing and future rates taxes (including value added tax) duties
charges and other outgoings whatsoever whether recurring non-recurring
usual or novel which are now or at any time during the Term shall be
payable by the owner landlord tenant or occupier in respect of the
Premises excluding (but without prejudice to sub-clause 3.1.3 above)
all sums payable by the Landlord in respect of any dealing with the
reversion of this Lease or of the Landlord's receipt of income
3.3 PAYMENT OF COST OF NOTICES CONSENTS ETC.
To pay to the Landlord on an indemnity basis all reasonable costs fees
charges and expenses (including legal costs and fees of bailiffs
surveyors architects engineers and other professional advisers) properly
incurred by the Landlord:
3.3.1 attendant upon or incidental to every application made by the
Tenant for a consentor licence required or made necessary by the
provisions of this Lease whether the same be granted or refused
(but not unreasonably withheld) or
5
proffered subject to any lawful qualification or condition or
whether the application be withdrawn
3.3.2 incidental to the preparation and service of a notice under
Section 146 of the Law of Property ▇▇▇ ▇▇▇▇ or incurred by or in
proper contemplation of proceedings under Sections 146 or 147 of
that Act whether or not in any such case forfeiture is avoided
otherwise than by relief granted by the court
3.3.3 in connection with the recovery of arrears of rent due from the
Tenant hereunder
3.3.4 in relation to any steps taken in proper contemplation of or in
connection with the preparation and service of a schedule of
dilapidations during or within three months of the expiration or
sooner determination of the Term or
3.3.5 in connection with the reasonable supervision of the carrying
out of any works of repair or making good carried out pursuant
to any notice served under the foregoing provisions
3.4 REPAIR
To put and keep the Premises in good and substantial repair and
condition (damage to the Premises by any Insured Risk excepted to the
extent the insurance or the payment of insurance money has not been
invalidated solely or in part because of some act or default of the
Tenant or of any person for whom it is responsible) and to renew and
replace from time to time all landlord's fixtures and fittings in the
Premises which may become or be beyond repair at any time during or at
the expiration and any partitioning which may be at the Premises at the
Term Date or sooner determination of the Term
3.5 DECORATION AND GENERAL CONDITION
In the last year of the Term (howsoever determined) PROVIDED THAT the
Tenant will not be required to decorate more than once in any year to
paint paper or otherwise decorate or treat in a proper and workmanlike
manner all the inside wood metal and other parts of the Premises
heretofore or usually or which ought to be painted papered or otherwise
decorated or treated and in the last year of the Term to obtain the
prior written approval of the Landlord to the tints colours and patterns
of all such painting papering and other works of internal decoration
such approval not to be unreasonably withheld or delayed
3.6 ADDITIONS ALTERATIONS AND SIGNS
3.6.1 Not to cut injure remove or alter or carry out other work
affecting the walls beams columns or other load-bearing elements
surrounding or located within (but excluded from) the Premises
3.6.2 Not to make any other alteration or addition to the Premises
except with the Landlord's consent (which will not be
unreasonably withheld or delayed) and
6
(if the consent is given) to carry the work out in a good and
workmanlike manner Provided Always That the Tenant may without
any consent of the Landlord install or remove internal
demountable partitioning subject always to the provisions of
sub-clause 3.6.4
3.6.3 Not to affix or to exhibit on any part of the Premises any
advertisement poster placard name-plate or sign whatsoever
whether illuminated or not which is visible from outside the
Premises other than a signboard or name-plate stating the
Tenant's name and business of a size and design and in a
location reasonably prescribed by the Landlord
3.6.4 At the expiration of the Term (howsoever determined) if and to
the extent required in writing by the Landlord to remove all
alterations additions and signs made to or installed on the
Premises by the Tenant and to restore and make good the
Premises to the plan and design which existed before the
alterations additions or installations were made to the
Landlord's reasonable satisfaction
3.7 COMPLIANCE WITH ENACTMENTS
3.7.1 To comply with all Enactments and with the requirements of every
Public Authority in respect of the Premises and their use and
any permitted work being carried out to them and not to do or
omit anything by which the Landlord may become liable to make
any payment or do anything under any Enactment or requirement of
a Public Authority
3.7.2 To comply in all respects with the provisions and requirements
of the Planning Acts insofar as they relate to the Premises
3.7.3 Forthwith on receipt of any communication or proposal from any
Public Authority relating to the Premises to send the Landlord
a copy of it
3.8 LANDLORD'S RIGHT TO ENTER FOR VARIOUS PURPOSES
To permit the Landlord and all others authorised by it at reasonable
times on reasonable prior notice (except in an emergency) to enter and
remain on the Premises with or without equipment for all purposes in
connection with the Premises or any Adjoining Premises and to carry out
works thereon which are necessary or in all the circumstances reasonable
and to allow the Landlord to affix during the last three months of the
Term (howsoever determined) (but not so as to interfere with the
Tenant's use and enjoyment of the Premises) notices to the Premises
PROVIDED THAT whenever the Landlord shall exercise any right of entry
pursuant to this clause the Landlord shall cause as little inconvenience
as may be reasonably practicable and shall make good all damage to the
Premises
3.9 COMPLIANCE WITH NOTICES RELATING TO REPAIR OR CONDITION
If within one month after service of a notice from the Landlord to
remedy any breach of covenant relating to the state of repair or
condition of the Premises (or earlier in the
7
case of emergency) the Tenant shall not have commenced and be proceeding
expeditiously with the remedial work or if in the Landlord's reasonable
opinion the Tenant is unlikely to have completed or has not completed
the relevant work by the expiry of two months (or any reasonably shorter
period in the case of emergency) after service of the notice to permit
the Landlord to enter the Premises and as the Tenant's agent remedy the
breach and to pay the Landlord the proper cost of doing so and all
expenses incurred (including solicitors' costs and surveyors' fees)
within seven days of demand such cost and expenses being recoverable as
rent in arrear
3.10 USE
Not to use the Premises or any tenant's chattels in them:
3.10.1 for any purpose (and not to do anything in or to the Premises)
which may be or become or cause a nuisance disturbance
obstruction or damage to any person or property or to deposit
any goods materials or refuse on any other parts of the Building
or cause any nuisance or damage thereto
3.10.2 for any dangerous noxious noisy illegal or offensive trade
business or activity or for residential purposes and
3.10.3 (without prejudice to the preceding sub-clauses) except for the
Permitted Use
3.1.1 PROHIBITED ALIENATION
3.11.1 Not to assign underlet or charge part only of the Premises
3.11.2 Not to permit any underlessee of the Premises to sub-underlet
the whole or any part thereof or assign part only of the
premises underlet
3.11.3 Not to part with possession of the whole or any part of the
Premises except by an assignment or underlease otherwise hereby
permitted
3.11.4 Not to share the possession or occupation of or permit any other
person to occupy the whole or any part of the Premises Provided
That where the Tenant is a company it may without consent share
occupation of the whole or part of the Premises with a company
which throughout the period of such sharing is a member of the
same group of companies (as defined by Section 42 Landlord and
Tenant Act 1954) as the Tenant the Tenant covenanting that:
3.11.4.1 immediately after the commencement and termination of
such sharing it will give written notice thereof to the
Landlord;
3.11.4.2 no tenancy will be created by such sharing; and
3.11.4.3 upon such company ceasing to be a member of the same
group of companies as the Tenant it shall forthwith
vacate the Premises
8
3.11.5 Not to hold on trust for another the whole or any part of the
Premises or any interest of the Tenant therein under this Lease
3.12 PERMITTED ALIENATION
3.12.1 Not to charge the whole of the Premises without the prior
written consent of the Landlord which consent shall not be
unreasonably withheld or delayed
3.12.2 Not to assign the whole of the Premises to another member of the
same group of companies as the Tenant Provided That subject to
the succeeding provisions of this Clause 3.12 the Tenant may so
assign to another member which is a holding company and which is
not itself a subsidiary ("holding company" and "subsidiary"
having the meanings given by Section 736 of the Compames Act
1985)
3.12.3 Not to assign the whole of the Premises without the prior
written consent of the Landlord by deed which consent shall not
be unreasonably withheld or delayed
3.12.4 Without prejudice to the generality of the preceding sub-clause
3.12.3 and any other matter or circumstances which may render
reasonable the Landlord withholding its licence or consent to an
assignment of the Premises or any other condition subject to
which it may be reasonable to grant such licence or consent the
Landlord may withhold its licence or consent to an assignment in
the circumstances set out in sub-clause 3.12.5 below or such
licence or consent may be granted subject to the conditions set
out in sub-clause 3.12.6 below
3.12.5 The circumstances referred to above are
3.12.5.1 Where any rents or other monies whatsoever due and
payable hereunder by the Tenant remain unpaid
3.12.5.2 Where there subsists any material breach of any of the
covenants by the Tenant herein contained where the
Tenant has failed to remedy or the remedy of which has
not been adequately secured in a manner or on terms
reasonably acceptable to the Landlord
3.12.5.3 Where neither the Landlord nor its solicitors has
received an undertaking from the Tenant's solicitors to
pay an estimated figure of the proper and reasonable
costs of the Landlord and any superior lessor arising
in connection with the application for the licence to
assign (including without limiting the foregoing those
of solicitors and surveyors) and reasonable
disbursements and value added tax whether or not the
licence proceeds to completion (save where it is not
completed because the Landlord unlawfully withholds its
consent)
9
3.12.5.4 Where the assignee (or any assignee if more than one
person) enjoys diplomatic or state immunity
3.12.6 The conditions referred to above are:
3.12.6.1 That the Tenant and the proposed assignee enter into an
authorised guarantee agreement (as defined in Section
16 of the ▇▇▇▇ ▇▇▇) and licence to assign in such form
as the Landlord shall reasonably require
3.12.6.2 That any guarantor of the Tenant's obligations under
this Lease shall have guaranteed to the Landlord that
the Tenant will comply with the terms and conditions of
the authorised guarantee agreement referred to in the
immediately preceding sub-clause in such form as the
Landlord shall reasonably require
3.12.6.3 That prior to completion of the proposed assignment any
surety for the proposed assignee shall first (jointly
and severally if more than one) covenant with the
Landlord in the terms contained in the Fourth Schedule
hereto (as if references therein to the Tenant were
references to the Assignee) and otherwise in such terms
as the Landlord shall reasonably require
3.12.6.4 That if the assignee is a company incorporated
elsewhere than in Great Britain or is an individual not
resident in Great Britain (whether or not with other
individuals who may be so resident) the assignee enters
into a separate deed with the Landlord which contains
the following provisions:
3.12.6.4.1 (If a company) an agreement by the assignee to
register and remain registered pursuant to Schedule
2lA of the Companies ▇▇▇ ▇▇▇▇
3.12.6.4.2 An agreement by the parties that the rights and
obligations of the parties under this Lease and all
documents supplemental thereto shall be governed by
the laws of England
3.12.6.4.3 An agreement on the part of the assignee that any
legal action or proceedings against the assignee with
respect to any matter arising under this Lease and any
document supplemental thereto may be brought in the
English courts
3.12.6.4.4 The irrevocable and unconditional acceptance by the
assignee of the non-exclusive jurisdiction of the
English courts in relation to anything arising under
this Lease or any document supplemental thereto
3.12.6.4.5 An irrevocable appointment of an agent in England and
Wales authorised to accept service on the assignee in
England or Wales
10
of any notice under this Lease or any document
supplemental thereto or under any statute and/or
process in the jurisdiction of the English courts in
any legal action or proceeding arising under this
Lease or any document supplemental thereto
3.12.6.4.6 An agreement by the assignee that should the Landlord
bring any judicial proceedings in relation to any
matter arising under this Lease or any document
supplemental thereto no immunity from such judicial
proceedings from attachment of its property or from
execution of judgment shall be claimed by the
assignee or on the assignee's behalf with respect to
the property of the assignee and any such immunity is
and shall be waived by the assignee
3.12.6.4.7 An agreement by the assignee that nothing in the
foregoing provisions should affect the right to serve
proceedings in any other manner permitted by law or
to commence any legal action or proceedings in any
other jurisdiction
3.12.6.4.8 An agreement by the assignee that any order
declaration or other decision of the English courts
may be enforced in the duly constituted court of the
country in which the assignee (being a company) is
incorporated or (being an individual) is resident or
in the courts of any other country in which the
assignee has assets and an undertaking by the
assignee to submit to the jurisdiction of such courts
3.12.7 Not to underlet the whole of the Premises nor permit any
underlessee of the whole of the Premises to assign such
underlease without the prior written consent of the Landlord by
deed which consent shall not be unreasonably withheld or delayed
and not to so underlet or permit such assignment unless:
3.12.7.1 the proposed underlessee or assignee has first
covenanted directly with the Landlord (jointly and
severally if more than one):
3.12.7.1.1 to pay the rents reserved by the underlease and to
perform and observe the covenants by the underlessee
and the conditions to be contained in the underlease
3.12.7.1.2 not to grant any sub-underlease out of such proposed
underlease and
3.12.7.1.3 not to omit or suffer or permit in relation to the
premises underlet any act or thing which would or
might cause the Tenant to be in breach of this Lease
or which if done omitted suffered or permitted by the
Tenant would constitute a breach of this Lease
3.12.7.2 any surety for the proposed underlessee or assignee
shall first have covenanted with the Landlord (jointly
and severally if more than one) as surety in such form
as the Landlord shall reasonably
11
require that the underlessee or assignee (as the case
may be) will perform and observe the covenants by the
underlessee and the conditions contained in the
underlease and the covenants given by the underlessee
pursuant to sub-clause 3.12.7.1 and
3.12.7.3 any proposed underlease is granted in a form first
approved in writing by the Landlord such approval not
to be unreasonably withheld or delayed without any fine
or premium being payable by the Tenant or the
underlessee and at a rent equal to the then full rack
rental value of the Premises (such rent being payable
in advance on the days on which rent is payable under
this Lease) and contains provisions approved by the
Landlord for the review of the rent thereby reserved on
the basis and on the dates on which the rent hereby
reserved is to be reviewed
3.12.7.4 any proposed underlease which creates a tenancy to
which Part II of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
applies contains an agreement authorised by the court
pursuant to Section 38(4) of that Act excluding the
provisions of Sections 24 to 28 inclusive thereof in
relation to that underlease and contains a landlord's
option to determine on giving notice to the undertenant
of not more than five months duration in the event of a
determination notice being served pursuant to Clause
5.7 or 5.8 of this Lease
3.12.8 Not to waive or vary any of the provisions of any underlease of
the Premises and to enforce (by proceedings arbitration or
otherwise as may be appropriate) the covenants on the part of
the underlessee and the provisions for review of rent contained
in any underlease and not to agree any review of rent pursuant
thereto without prior written approval of the Landlord under
this Lease which approval shall not be unreasonably withheld or
delayed
3.13 REGISTRATION
3.13.1 Within 28 days next after any transfer assignment mortgage
charge devolution underletting of or licence to occupy
(derivative or otherwise) the Premises to give written notice
thereof to the Landlord and to leave with the Landlord a true
copy of the instrument effecting or evidencing such transmission
or devolution of any estate or interest in the Premises and to
pay a reasonable fee being not less than Thirty Pounds (Pounds
Sterling 30) for the registration of each such notice and a
further sum equal to any fee payable by the Landlord to any
superior lessor in respect thereof and in every underlease of
the Premises to cause a similar covenant by the underlessee to
be inserted therein
3.13.2 From time to time during the Term to furnish the Landlord with
full particulars of all derivative interests of or in the
Premises howsoever remote or inferior including particulars of
the rents payable in respect of such
12
derivative interests and such further particulars as the
Landlord may reasonably require
3.14 INSURANCE AND FIRE FIGHTING EQUIPMENT
3.14.1 Not to do or omit anything by which any insurance policy of the
Landlord relating to the Premises or any Adjoining Premises
becomes void or voidable or by which the rate of premium on such
policy may be increased
3.14.2 To comply with all requirements and recommendations of the
Insurers (including any requirements relating to any period
during the Term when the Demised Premises shall be vacant and
unoccupied) and to provide unobstructed appropriate operational
fire fighting equipment on the Premises
3.15 NOT TO OBSTRUCT OR OVERLOAD
not to obstruct:
3.15.1 or damage or use any area leading to the Premises in a way which
causes nuisance damage or annoyance
3.15.2 the means of escape in case of emergency from or to the Premises
3.15.3 or discharge any deleterious matter into any Conduits serving
the Premises and to keep them clear and functioning properly
3.15.4 stop-up or darken the windows and other openings of the Premises
3.15.5 any notice erected by the Landlord under Clause 3.8 nor to
overload or cause undue strain to the Premises or to any
structure surrounding or located within (but excluded from) the
Premises or to any Conduits
3.16 PRESERVATION OF EASEMENTS
3.16.1 To preserve all rights of light and other easements belonging to
the Premises and not to give any acknowledgement that they are
enjoyed by consent
3.16.2 Not to do or omit anything which might subject the Premises to
the creation of any new easement and to give notice to the
Landlord forthwith of any encroachment known to the Tenant which
might have that effect
3.17 DEFECTIVE PREMISES
To give notice to the Landlord as soon as possible after the Tenant
becomes aware of the same of any defect in the Premises which might give
rise to:
3.17.1 an obligation on the Landlord to do or refrain from doing
anything in relation to the Premises or
13
3.17.2 any duty of care or the needed to discharge such duty imposed by
the Defective Premises Act 1972 or otherwise and at all times to
display and maintain all notices which the Landlord may from time
to time reasonably require to be displayed at the Premises in
relation to their state of repair and condition
3.18 YIELD UP
At the expiration of the Term to remove all tenant's fixtures and
chattels and to yield up the Promises in the state of repair condition
decorative order and lay-out required by this Lease
3.19 COVENANTS
To observe and perform:
3.19.1 the obligations of the grantee or licensee contained in every
consent licence or approval granted in pUrsuance of this Lease
and
3.19.2 the Reversionary Obligations and Regulations (if any)
3.20 CDM REGULATIONS
3.20.1 In carrying out any works of repair alteration or addition or any
other works whatsoever to the Premises to fully comply with the
CDM Regulations
3.20.2 Within three months after completion of any works of repair
alterations or additions or any other works whatsoever to the
Premises to provide the Landlord if applicable with a certified
copy of the Health and Safety File relating to the Premises
consequent upon the carrying out of such works
3.21 INDEMNITY
To indemnify the Landlord against all claims demands actions proceedings
liabilities costs charges and expenses arising from any act default or
negligence of the Tenant or of the servants agents licensees or invitees
of the Tenant or by any breach of the covenants on the part of the Tenant
herein contained
3.22 TO GIVE AND TRANSMIT NOTICES
Forthwith to deliver to the Landlord a copy of any notice order or
requirement served upon the Tenant (or on any sub-tenant) and affecting
the Premises and to take all reasonable steps to comply with the same and
to make or join with the Landlord in making such objections
representation or appeals in respect thereof as the landlord may require
4. LANDLORD'S COVENANTS
The Landlord HEREBY COVENANTS with the Tenant as follows:
14
4.1 Quiet Enjoyment
That if the Tenant pays the rents hereby reserved and observes and
performs its covenants contained in this Lease the Tenant may peaceably
and quietly hold and enjoy the Premises without any lawful interruption
by the Landlord or any person rightfully claiming through under or in
trust for it
4.2 Insurance
4.2.1 At all times during the Term to keep the Building insured against
the Insured Risks and (in relation to the risks described in
clause 1.1) in the full rebuilding value (but not necessarily the
facsimile reinstatement cost) of the Building
4.2.2 On request to supply the Tenant with written evidence of such
insurance
4.2.3 If and whenever during the Term the Premises are damaged or
destroyed by an Insured Risk and the payment of the insurance
monies is not refused in whole or in part by reason Of any act or
default of the Tenant or of any person for whom it is responsible
the Landlord will (subject to Clause 5.4) with all reasonable
speed take the necessary steps to obtain any requisite planning
permissions and consents and if they are obtained to lay out all
monies received in respect of such insurance (except sums in
respect of public liability and loss of rent) in and towards
replacing (but not necessarily in facsimile reinstatement) the
damaged or destroyed parts as soon as reasonably practicable.
PROVIDED ALWAYS THAT the Landlord shall not be liable to do so if
it is unable (having used all reasonable endeavors) to obtain
every planning permission and cOnsent necessary to execute the
relevant work in which event the Landlord shall be entitled to
retain all the insurance monies received by it
4.3 SERVICES
To use all reasOnable endeavours to provide the Services in accordance
with the principles of good estate management PROVIDED ALWAYS THAT the
Landlord shall not be liable to the Tenant in respect of:
4.3.1 any failure or interruption in any of the Services by reason of
necessary repair replacement or maintenance of any installation or
its damage or destruction or by reason of mechanical or other
defect or breakdown or any other cause beyond the Landlord's
control PROVIDED THAT the Landlord shall remedy any failure or
interruption in any of the Services as soon as reasonably
practicable
4.3.2 any act omission or negligence of any person actually undertaking
Waking any of the Services on the Landlord's behalf but this
proviso shall not be construed as relieving the Landlord from
liability for breach by the Landlord itself of its covenant in
this Clause and the Landlord may from time to time withhold add or
extend and vary or make any alteration in the nature of matters
15
previously performed as Services if the Landlord considers it
reasonably necessary or in the interest of good estate
management
5. PROVISOS
PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED as follows:
5.1 RE-ENTRY
Without prejudice to any other remedies and powers contained in this
Lease or otherwise available to the Landlord if
5.1.1 the whole or part of the rents shall be unpaid for 21 days after
becoming payable (in the case of the Principal Rent whether
formally demanded or not)
5.1.2 any of the Tenant's covenants in this Lease are not performed or
observed
5.1.3 the Tenant (or if more than one person any one of them being a
company) is the subject of a petition for its winding-up or enters
into liquidation whether voluntarily (except for reconstruction or
amalgamation of a solvent company) or compulsorily or has a
provisional liquidator or a receiver (including an administrative
receiver) appointed or is the subject of an administration order
or a petition for one or of a voluntary arrangement or a proposal
for one under Part I of the Insolvency ▇▇▇ ▇▇▇▇ or is unable to
pay its debts within the meaning of Section 123 of the Insolvency
▇▇▇ ▇▇▇▇ or is otherwise insolvent or having been registered with
unlimited liability it acquires limited liability
5.1.4 the Tenant (or if more than one person any one of them being an
individual) is the subject of a bankruptcy petition or bankruptcy
order or of any application or order or appointment under Section
253 or Section 273 or Section 286 of the Insolvency ▇▇▇ ▇▇▇▇ or
otherwise becomes bankrupt or insolvent or
5.1.5 the Tenant enters into or makes any proposal to enter into any
arrangement or composition for the benefit of its creditors
then the Landlord may at any time thereafter (and notwithstanding the
waiver of any previous right of re-entry) re-enter the Premises whereupon
this Lease shall absolutely determine but without prejudice to any
Landlord's right of action in respect of any antecedent breach of the
Tenant's covenants in this Lease
5.2 RENT CESSER
If and whenever during the Term:
5.2.1 the Building is destroyed or damaged by an Insured Risk so that
the Premises are unfit for occupation and use or is incapable of
reasonable access and
16
5.2.2 the insurance of the Premises and the payment of any insurance
money has not been vitiated by the act neglect default or omission
of the Tenant or of any person for whom it is responsible
the Principal Rent or a fair proportion according to the nature and
extent of the damage sustained shall be suspended and cease to be payable
from the date of destruction or damage until the date on which the
Premises are made fit for occupation and use or until the third
anniversary of the date of destruction or damage whichever shall first
occur and any dispute about such suspension and cesser shall be referred
to the award of a single arbitrator to be appointed in default of
agreement on the application of either party by the President for the
time being of the Royal Institution of Chartered Surveyors in accordance
with the Arbitration ▇▇▇ ▇▇▇▇.
5.3 NOTICES
In addition to any other mode of service any notice required or
authorized to be given under this Lease shall be validly served if served
in accordance with Section 196 of the Law of Property ▇▇▇ ▇▇▇▇ as amended
by the Recorded Delivery Service ▇▇▇ ▇▇▇▇
5.4 DETERMINATION ON DESTRUCTION
5.4.1 If the Premises shall be so destroyed or damaged by an Insured
Risk as to be in the Landlord's reasonable opinion unfit for
occupation and use the Landlord may by not less than six months'
notice served within 12 months after the date of destruction or
damage determine this Lease and upon the expiry of such notice
this Lease and the Term shall determine without prejudice to any
rights or remedies which may have accrued to either party IN
respect of any breach of any of the covenants or obligations
contained in this Lease
5.4.2 If reinstatement of the Premises pursuant to Clause 4.2.3
hereof shall not have been completed so as to render the Premises
suitable for occupation and use oil the day immediately following
the expiration of the period of loss of rent insurance to be
effected by the Landlord hereunder (in this Clause referred to as
"Relevant Period") then either the Landlord or the Tenant may at
any time thereafter (but not after the date of practical
completion in relation to such reinstatement) determine this Lease
by giving written notice to the other
5.4.3 Any such determination shall be without prejudice to any claim
by either party against the other in respect of any antecedent
breach of covenant and upon such determination any insurance
monies shall belong to the Landlord absolutely
5.5 OUTSIDE NORMAL BUSINESS HOURS
The Tenant shall be entitled to use the Premises outside Normal Business
Hours subject to the Tenant paying to the Landlord a sum equal to the
fair reasonable and proper proportion (as the Landlord's surveyor shall
from time to time notify in writing
17
to the Tenant) of the cost of providing the relevant Services and the
security for the Building outside Normal Business Hours and provided that
any monies payable by the Tenant in accordance with the provisions of
Clause 6 shall become due to the Landlord on demand and in the event of
non-payment by the Tenant within seven days after any demand the same
shall be recoverable by the Landlord at its option either as rent in
arrear or as liquidated damages
5.6 CONSENTS EASEMENTS NOTICES ETC.
5.6.1 Any licence or consent to be given by the Landlord pursuant to
this Lease shall unless the Landlord otherwise first expressly
agrees in writing be given only by deed under seal duly executed
by the Landlord
5.6.2 The Tenant shall not by virtue of this demise be deemed to have
acquired or be entitled to nor shall it during the Term acquire or
become entitled by any means whatever in respect of the Demised
Premises to any easement from or over or affecting any other land
or premises now or at any time hereafter belonging to the Landlord
and not comprised in this demise
5.6.3 Notwithstanding any rights hereby granted to the Tenant and the
covenants by the Landlord contained in this Lease the Landlord may
at any time hereafter without obtaining any consent from the
Tenant and without paying any compensation to the Tenant erect any
new buildings of any height depth or width on any land not
included in this demise now or at any time hereafter belonging to
the Landlord or raise to any height or extend or add to in width
or depth or otherwise alter any existing or new building on any
such land whether or hot such new or extended or altered building
may obstruct or affect the passage of light and air or the access
to the Demised Premises or any new building replacing the Demised
Premises in whole or in part
5.6.4 Any notice to be served or given hereunder shall be in writing and
shall be sufficiently served or given:
5.6.4.1 on or to the Tenant or any surety if delivered to or
sent by recorded delivery or registered post to the
Tenant or the surety at the Demised Premises or to its
usual principal place of business in the United Kingdom
or (if a company) to its registered office which at the
date of such delivery or sending is registered with the
Registrar of Companies or (if an individual) to his
usual place of abode in the United Kingdom and if sent
by recorded delivery or registered post such service
shall be deemed to be made on the working day following
the date of posting and
5.6.4.2 on or to the Landlord if delivered to or sent by
recorded delivery or registered post to the Landlord at
its registered office which at the date of such
delivery or sending is registered with the Registrar of
Companies or to such other address for service as the
Landlord shall from time to time notify in writing to
the Tenant hereunder and if sent by recorded delivery
or registered post such
18
service shall be deemed to be made on the working day
following the date of posting
5.7 NO WARRANTY BY LANDLORD
The Landlord gives no warranty that the Premises are suitable for the
purposes of the Tenant or for any purpose or that any use thereof is
authorised under the Planning Acts
5.8 TENANT'S OPTION TO DETERMINE
The Tenant may determine this Lease on 16 January 2005 ("Determination
Date") by giving to the Landlord not less than 6 months' prior written
notice of such determination expiring on the Determination Date and if
such notice is given then on the Determination Date this Lease shall
absolutely determine and be of no further effect but such determination
shall be without prejudice to the rights of either party in respect of
any antecedent claim or breach of covenant or condition hereunder
5.9 LANDLORD'S OPTION TO DETERMINE
The Landlord may determine this Lease on the Determination Date by giving
to the Tenant not less than 6 months' prior written notice expiring on
the Determination Date and if such notice is given then on the
Determination Date this Lease shall absolutely determine and be of no
further effect but such determination shall be without prejudice to the
rights of either party in respect of any antecedent claim or breach of
covenant or condition hereunder
5.10 UNDERLEASES
In the event that any underleases have been granted by the Tenant
pursuant to the terms of this Lease and either or both of the Landlord
and the Tenant exercise their options to determine contained in clauses
5.7 and 5.8 hereof the Tenant covenants to exercise its option to
determine contained therein in order to deliver up vacant possession of
the Premises On the Determination Date
6. SERVICE RENT
6.1 For the purposes of this Lease the following words and expressions shall
have the following meanings:
"ACCOUNT DATE" 24 June in every year of the Term or such other date as
the Landlord may from time to time nominate and
"SERVICE PERIOD" the period:
(i) from the Lease Date to (and including) the first Account Date
(ii) between two consecutive Account Dates (excluding the first and
including the second) and
19
(iii) commencing immediately after the last Account Date of the Term
and ending on the expiration of the Term
6.2 The Landlord shall as soon as convenient after each Account Date prepare
an account showing the Service Expenditure for the Service Period ended
on that Account Date and containing a fair and proper summary of the
expenditure referred to and upon the account being certified by the
Landlord's managing agents it shall be conclusive evidence for the
purposes of this Lease of all matters of fact referred to except in case
of manifest error
6.3 The Tenant shall pay the Landlord on account of Service Rent the
Provisional Sum iii relation to each Service Period the first payment
(being a proportionate sum in respect of the period commencing on the
Lease Date and ending immediately before the quarter day next after the
Lease Date) to be made on the Lease Date and the subsequent payments to
be made by equal instalments in advance on the usual quarter days
6.4 If the Service Rent for any Service Period:
6.4.l exceeds the Provisional Sum for that Service Period the excess
shall be due to the Landlord within seven days of demand or
6.4.2 is less than the Provisional Sum for that Service Period either
the overpayment shall be credited to the Tenant against subsequent
payments on account of Service Rent until the overpayment is
balanced or promptly repaid to the Tenant following determination
of the Term
7. SURETY'S COVENANTS
The Surety in consideration of the demise hereinbefore contained having
been made at the Surety's request hereby covenants with the Landlord and
the successors in title of the Landlord in the terms contained in the
Fourth Schedule hereto
8. 1995 ACT
It is agreed and declared that the tenancy hereby created is a new
tenancy for the purposes of the 1995 Act
9. CONTRACTS (RIGHTS OF THIRD) PARTIES) ACT 1999
Unless otherwise expressly stated nothing in this Lease shall create or
confer any rights or other benefits pursuant to the Contracts (Rights of
Third Parties) ▇▇▇ ▇▇▇▇ in favour of any person other than the parties to
this Lease
10. EXCLUSION OF LANDLORD AND TENANT ACT 1954
Having been authorised to do so by an Order of the Reading County Court
made on 2003 under Section 38(4)(a) of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
the
20
parties agree that the provisions of Section 24 to 28 of the Landlord and
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ shall be excluded in relation to the Lease
11. STAMP DUTY CERTIFICATE
It is hereby certified that there is no agreement for lease to which this
Lease gives effect
IN WITNESS whereof this Deed has been executed by the parties hereto and is
intended to be and is hereby delivered on the date first above written
21
THE FIRST SCHEDULE
THE PREMISES
ALL THOSE office premises located on the second floor of the Building which are
shown outlined in red on Plan 2 including the plaster on the walls and columns
and the other surface coverings of the floors (including the floor screed) walls
columns and ceilings the doors window frames and all glazing but excluding
(1) the Conduits which serve the Premises and any Adjoining Premises
(2) the load-bearing parts of all floors structural walls columns and beams
surrounding or located within the Premises and of the ceilings and
(3) the air conditioning plant and equipment
22
THE SECOND SCHEDULE
RIGHTS GRANTED
To the Tenant the benefit of the rights:
1. To the passage and running of water soil gas electricity telephone
information and other services or supplies to and from the Premises
through the Conduits in or under the Building
2. Support and protection as is now enjoyed from the Building
3. (In common with the Landlord and all other persons having a like right)
to pass and ▇▇▇▇▇▇ to and from the Premises at all times and for all
purposes connected with the Permitted Use (but not otherwise) over and
along those parts of the Building which are designed and intended for
those purposes including the use of the lift (if any)
4. To use such toilets within the Building as the Landlord may from time
to time reasonably designate
5. To display the name and business of the Tenant and any sub tenant in
the ground floor reception area of the Building in such place and of
such size as the Landlord shall reasonably designate
23
THE THIRD SCHEDULE
EXCEPTIONS AND RESERVATIONS
To the Landlord (and all other persons authorised by the Landlord or having like
rights) the free and uninterrupted rights:
1. To the passage and running of water soil gas electricity telephone and
other services or supplies to and from any Adjoining Premises through
the Conduits in or under the Premises
2. For the Landlord to enter the Premises for the purposes permitted by
this Lease
3. Of light air and protection now or after the date of this Lease enjoyed
by any Adjoining Premises
4. At any time hereafter to alter rebuild make connections to or demolish
any building on any Adjoining Premises in such manner as the person
exercising the right shall think fit notwithstanding the same may
obstruct affect or interfere with the amenity of or the passage of
light and air to the Premises or have an insubstantial effect on the
means of access to the Premises
5. To erect and retain for a reasonable period scaffolding notwithstanding
that if may temporarily restrict the access to or enjoyment and use of
the Premises
6. For one or more members of the security staff employed by the Landlord
or its agents at any reasonable time or times upon reasonable written
notice (except in the case of an emergency) to enter the Premises if
the Landlord considers it necessary or desirable to do so in connection
with the security of the Building
PROVIDED THAT if the Landlord exercises any of the above rights by
carrying out work on the Premises it shall forthwith make good any
damage caused to the Premises unless the right has been exercised
because of some breach by the Tenant and cause the Tenant as little
inconvenience as is reasonably practicable.
THE FOURTH SCHEDULE
COVENANTS BY SURETY
1. That the Tenant will pay the rents and other monies hereby reserved and
made payable on the days and in manner aforesaid and will duly perform
and observe all the covenants on the Tenant's part herein contained
2. That in case of default in such payment of rent or other monies or
performance or observance of any of the covenants as aforesaid during
the currency of the Term and also thereafter during such period as the
Tenant remains in occupation of the Premises the Surety will pay and
make good to the Landlord on demand all reasonable and proper loss
damages costs and expenses thereby arising or incurred by the Landlord
3. That the liability of the Surety under this covenant shall not be in
any way affected nor shall the Surety be released or exonerated by:
3.1 any neglect or forbearance of the Landlord in endeavouring to obtain
payment of the said rents or other monies when the same become payable
or in enforcing the performance or observance of the covenants herein
on the Tenant's part contained or any time which may be given by the
Landlord to the Tenant
3.2 any variation waiver release or modification of any of the terms of
this Lease or the granting of any consent under this Lease
3.3 the surrender of any part of or other change or modification of or to
the Premises or any part thereof and
3.4 any release by the Landlord of the Tenant or of any successor in title
of the Tenant or of any one or more of the persons (if more than one)
acting as the Surety from any liability under this Lease
4. That in the event of this Lease being disclaimed by the Tenant or on
behalf of the Tenant under any statutory or other power the Surety will
at the expense of the Surety take from the Landlord (but only if so
required by the Landlord by written notice to the Surety within six
months after such disclaimer) a grant of a new lease of the Premises
for the residue of the Term unexpired at the date of such disclaimer a
rent of one hundred thousand pounds (L.100,000) per annum and subject
to the like covenants and conditions as are contained in this Lease and
in any licence or deed supplemental or relating to this Lease (but
effective from the date of this Lease insofar as any of such covenants
and conditions shall not have been performed and observed by the
Tenant) and on the execution of such new lease the Surety shall execute
and deliver to the Landlord a counterpart thereof
25
5. That if the Landlord shall not require the Surety to take a new lease
of the Premises pursuant to the foregoing paragraph the Surety shall
nevertheless upon demand pay to the Landlord a sum equal to the rents
and all other outgoings that would have been payable under this Lease
but for the disclaimer or other event as aforesaid until the expiration
of six months from the date of the disclaimer or other event as
aforesaid
6. That the Surety waives any right to participate in any review of rent
under this Lease and any rights the Surety may have of first requiring
the Landlord to proceed against or claim payment from the Tenant or any
other person and the Surety agrees to subordinate and does hereby
subordinate any and all claims the Surety may have against the Tenant
existing now or arising later (whether in respect of payment made under
this Schedule or otherwise) to any and all claims by the Landlord under
this Lease
EXECUTED as a DEED )
by SEEC EUROPE LIMITED )
acting by: )
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
Director ▇▇▇▇▇▇▇▇ ▇▇▇▇
Directory/Secretary ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
EXECUTED as a DEED )
by SEEC INC )
acting by: )
Director ▇▇▇▇▇▇▇▇ ▇▇▇▇
Asst./Secretary ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
(FLOOR PLAN)
(FLOOR PLAN)
(FLOOR PLAN)
EXECUTED as a DEED )
by SEEC EUROPE LIMITED )
acting by: )
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Directory/Secretary ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
EXECUTED as a DEED )
by SEEC INC )
acting by: )
Director ▇▇▇▇▇▇▇▇ ▇▇▇▇
Asst./Secretary ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇