Exhibit 10.2
DATED 14 OCTOBER 2002
(1) CEDAR HOUSE INVESTMENTS LIMITED
- AND -
(2) ▇▇▇▇▇.▇▇▇ LIMITED
- AND -
(3) ▇▇▇▇▇.▇▇▇ INC.
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AGREEMENT
for the lease of
▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇
----------------------------------------------------
THIS AGREEMENT is made on 14 October 2002
BETWEEN the Landlord the Tenant and the Guarantor specified in the Particulars
1. PARTICULARS
LANDLORD: Cedar House Investments Limited (company number
3381393 England) whose registered office is at
▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇
TENANT: ▇▇▇▇▇.▇▇▇ Limited (company number 352465 England)
whose registered office is at New ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇
GUARANTOR: Udate. Com Inc. (company number FC ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇) whose registered office is c/o ▇▇▇▇▇▇ ▇▇▇▇▇▇,
Redmire Gap, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇
PROPERTY: ▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇
WORKS: the works comprising the installation of a comfort
cooling system as more particularly described in the
Agreed Specification
2. INTERPRETATION
2.1 In this agreement the following expressions shall bear the
following meanings unless the context otherwise requires:
"AGREED SPECIFICATION" means the plans drawings and
specifications relating to the comfort cooling system attached
as appendix 1
"BUILDING CONTRACT" means the building contract in the form of
JCT Standard Form of Building Contract with Contractors Design
(1981 Edition) with amendments entered into by the Landlord in
respect of the Property (but for the avoidance of doubt
excluding the Works)
"BUILDING CONTRACTOR" means the building contractor under the
Building Contract
"COLLATERAL WARRANTIES" means warranties in the form of the
drafts annexed hereto as appendix 2
"COMPLETION DATE" means two Working Days after the Practical
Completion Date
"DEVELOPMENT" means the construction of the Landlord's
proposed office development at ▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ in
accordance with the Building Contract
"EMPLOYER'S AGENT" means the person or firm appointed from
time to time by the Landlord to act as the employer's agent
"GUARANTOR" means the party so described in the Particulars
and its successors in title and assigns
"INSURED RISKS" means loss or damage by or in consequence of
fire storm tempest lightning explosion flood earthquake
aircraft and other aerial devices and things dropped therefrom
(in time of peace) impact by road vehicles riot civil
commotion malicious damage bursting and overflowing of water
tanks apparatus and pipes and such other risks against which a
reasonably prudent Landlord would normally insure from time to
time (subject in all cases to such excesses exclusions and
limitations as may be imposed by the insurers or underwriters
with whom such insurance is placed) except always such risks
as cannot reasonably be insured by the Landlord on
satisfactory terms or unusual commercial rates or as the
Landlord's insurers or underwriters have refused to insure
"LANDLORD" means the party so described in the Particulars and
its successors in title and assigns
"LEASE" means the lease of the Property to be granted by the
Landlord pursuant to clause 5.1
"LEASE PLAN" means the plan annexed to the draft form of lease
appended hereto
"NECESSARY CONSENTS" means all permissions consents licences
certificates authorisations building regulation approvals and
relaxations and other approvals which may be required from any
local or other competent authority statutory undertaker
service provider or fire officer to enable the Works to be
carried out
"PARTICULARS" means the particulars in clause 1
"PRACTICAL COMPLETION DATE" means the date as at which the
Employer's Agent shall issue a statement that the Works have
been practically completed in accordance with the provisions
thereof
"PROPERTY" means the property specified in the Particulars for
identification only shown edged red on the Lease Plan
"TENANT" means the party so described in the Particulars and
its successors in title and assigns
"VAT" means value added tax and any tax of a similar nature
substituted therefor
"WORKING DAY" means any day other than a Saturday or a Sunday
or a day which is a public or statutory holiday in England
2.2 The headings of clauses in this agreement are for convenience
only and shall not affect the construction thereof
3. DEVELOPMENT OBLIGATIONS
3.1 Subject to obtaining the Necessary Consents the Landlord shall
procure the carrying out and completion of the Works in
accordance in all material respects with the Agreed
Specification and the Necessary Consents
3.2 The Works shall be carried out in all material respects in
accordance with the Agreed Specification but the Landlord may
(where reasonable to do so):
3.2.1 substitute other materials for those mentioned in the
Agreed Specification where the materials mentioned
are in short supply or cannot be obtained at
reasonable cost or are otherwise not readily
available but so that such alternative materials are
of a quality comparable to or better than the
materials which they replace and
3.2.2 subject to prior notification to the Tenant of any
material alteration vary or alter the Agreed
Specification in order to obtain any of the Necessary
Consents or to comply with the requirements of any
statute bye-law regulation or order or the lawful
requirements of any competent authority
3.3 The Landlord shall use all reasonable endeavours to procure
that the Works are practically completed (as certified by the
Employer's Agent) by 29 January 2003 but the Tenant shall have
no claim against the Landlord in respect of any delays beyond
the Landlord's control in carrying out or completing the Works
and the Tenant shall not be entitled to terminate or rescind
this agreement by reason of any such delay
3.4 The Landlord shall use all reasonable endeavours at the cost
of the Landlord to enforce all rights and remedies which it
may have against the Building Contractor under the provisions
of the Building Contract in respect of any defect or other
fault in the Property which is due to bad workmanship or the
use of faulty materials or arises out of the design thereof
and in respect of which the Tenant shall have notified the
Landlord prior to 10 June 2003
3.5 As soon as reasonably practicable after the date of this
agreement the Landlord shall procure the Collateral Warranties
for the Tenant
3.6 The Landlord will procure that the Works are carried out:
3.6.1 in a good and workmanlike manner and in accordance
with good building practice to the reasonable
satisfaction of the Tenant
3.6.2 with good and suitable materials
3.6.3 in accordance with the necessary consents and plans
3.6.4 in compliance with all statutes statutory orders and
regulations made under or deriving validity from them
and any requirements and codes of practice of local
authorities and competent authorities affecting the
Works and
3.6.5 with due diligence; and
3.6.6 in accordance with the Building Contract
4. INSPECTION
4.1 The Landlord shall instruct the Employer's Agent to give to
the Tenant not less than five Working Days' notice of the
likely Practical Completion Date and the Tenant shall be
entitled to accompany the Employer's Agent on his inspection
prior to the issue of his statement of practical completion
and to make representations to the Employer's Agent at that
time as to reasons why such statement of practical completion
in respect of the Works should not be issued and the Employers
Agent will consider such representations before issuing the
statement
4.2 If the Employer's Agent decides not to issue a statement of
practical completion in respect of the Works following any
such inspection the procedure set out in clause 4.1 shall be
followed as often as occasion requires but the Employer's
Agent shall only be obliged to give three Working Days' notice
to the Tenant of any further inspection
4.3 Notwithstanding the foregoing the decision as to whether to
issue any statement of practical completion in respect of the
Works shall be a matter within the reasonable discretion of
the Employer's Agent whose decision shall be final (save in
the case of manifest error)
4.4 The Landlord shall procure that a copy of the statement of
practical completion in respect of the Works issued by the
Employer's Agent is supplied to the Tenant as soon as it is
issued
5. AGREEMENT FOR LEASE
5.1 Subject as is hereinafter provided the Landlord shall grant
and the Tenant shall accept (by delivering to the Landlord a
counterpart duly executed by the Tenant and the Guarantor) a
lease of the Property in the form of the draft annexed to this
agreement as appendix 3 and for the purposes thereof:
5.1.1 the term shall commence on the Completion Date
5.1.2 the Rent Commencement Date shall be the later of:
(a) 1 January 2003; or
(b) (where the certificate of practical
completion of the Works as referred to in
clause 4 above has not been issued by the
Employer's Agent within 4 weeks of the date
of this Agreement) the date falling after 1
January 2003 corresponding to the number of
days after the date of this Agreement which
it has taken the Employer's Agent to issue
the certificate of practical completion of
the Works referred to in clause 4 above
5.1.3 the Initial Rent shall be One Hundred and Eighty-Five
Thousand Five Hundred and Sixty Three Pounds and
Fifty ▇▇▇▇▇ (pound sterling 185,563.50)
5.2
5.2.1 The Landlord's title to the Property is registered
with freehold title absolute at the Nottingham West
District Land Registry under title number DY303260
5.2.2 The Tenant having been supplied with copies of the
register entries and filed plan in respect of the
said title number the Tenant shall be deemed to
accept the Lease with full knowledge thereof and
shall not raise any objection or requisition in
respect of the same
5.3 The grant of the Lease shall be completed at the offices of
the Landlord's solicitors before 5.30pm on the Completion Date
at which time
5.3.1 the Tenant shall deliver to the Landlord a
counterpart of the Lease duly executed by the Tenant
and the Guarantor
5.3.2 the Tenant shall pay rent in respect of the period
from the date provided for in clause 5.1.2 up to the
day preceding the next date thereafter specified in
the Lease for the payment of rent thereunder
5.4 The Property is let subject to
5.4.1 all local land charges registered before on or after
the date hereof and all matters capable of
registration as local land charges
5.4.2 all notices served and all orders demands proposals
regulations or requirements made by any local or
other public authority or body before on or after the
date hereof
5.4.3 all actual or proposed charges notices orders
restrictions agreements conditions or other matters
arising under the Town and Country Planning Acts
5.4.4 the matters referred to in the registers of title
number DY303260 excluding financial charges (if any)
securing monies repayable by the Landlord
5.4.5 the rents reserved by and the rights exceptions and
reservations covenants and conditions to be contained
in the Lease
6 INSURANCE
6.1 The Property shall be at the risk of the Landlord until the
Completion Date at which time the provisions as to insurance
to be contained in the Lease shall take effect
6.2 The Landlord will supply the Tenant with evidence of a valid
policy of insurance and endorsements made to it and produce
documentary evidence of its renewal including payment of
premiums if requested by the Tenant
6.3 The Landlord will cause all the insurance monies to be applied
in the reinstatement of damage caused by an Insured Risk
7 VALUE ADDED TAX
The consideration for all supplies for VAT purposes made or deemed to
be made under or in connection with this agreement is exclusive of VAT
which (where chargeable) shall be payable by the party receiving or
deemed to be receiving the supply in question in addition at the rate
for the time being in force
8 MISCELLANEOUS
8.1 The benefit of this agreement is personal to the Tenant and
the Tenant shall not assign mortgage charge underlet or part
with or share its interest in this agreement and the Tenant
will itself accept take up and execute the counterpart of the
Lease and itself occupy the Property in accordance with the
Lease
8.2 The Landlord shall be entitled to assign its interest in this
agreement at any time and if upon any assignment of this
agreement by the Landlord the assignee shall undertake to the
Tenant to observe and perform the Landlord's obligations
hereunder the Landlord shall be released from all liability
under this agreement which shall continue in force as if the
assignee had been a party hereto in place of the Landlord
8.3 Unless otherwise specifically provided any notices or other
written communications required to be served or sent under the
terms of this agreement shall be delivered or sent by recorded
delivery to the registered office of the addressee
8.4 Notwithstanding completion of the grant of the Lease this
agreement shall remain in full force and effect in respect of
anything remaining to be done performed or observed under this
agreement
8.5 After the grant of the Lease the Tenant shall not raise any
objection to or seek to restrain or interfere in any way with
the completion of the remainder of the Development
notwithstanding any nuisance annoyance or inconvenience which
may be caused thereby to the Tenant or its use of the Property
8.6 Nothing herein contained or implied shall be construed as a
warranty on the part of the Landlord that the Property is or
will be fit for any particular purpose
8.7 This agreement shall be construed in all respects in
accordance with English law
8.8 Notwithstanding complied of the grant of the Lease the
Landlord will use its best endeavours (at the sole cost of the
Tenant) to promptly enforce the defects provisions in its
Building Contract for the Works against its Building
Contractor if prior to the expiry of the Building Contract
defects period (or relevant period) the Tenant notifies the
Landlord in writing of any defects to which such provisions
relate
9 GUARANTOR
9.1 The Guarantor hereby undertakes and guarantees to and with the
Landlord that
9.1.1 the Tenant will duly observe and perform the
obligations on the part of the Tenant herein
contained and that the Guarantor will indemnify and
keep indemnified the Landlord from and against all
losses costs claims demands and liability whatsoever
arising out of any breach non-observance or
non-performance thereof
9.1.2 the Guarantor will itself execute the counterpart of
the Lease as guarantor but if the Tenant shall fail
to complete the Lease the Guarantor will on receipt
of notice from the Landlord take up and execute the
same as tenant thereunder
9.2 No neglect or forbearance of the Landlord in endeavouring to
obtain payment of any monies which may become due under this
agreement or in enforcing observance and performance of any of
the agreements or stipulations herein on the Tenant's part
contained nor the fact that the Tenant may have assigned or
purported to assign its interest under this agreement nor the
liquidation receivership or administration of the Tenant nor
any other act or thing whereby but for this provision the
Guarantor would have been released shall in any way lessen or
affect the liability of the Guarantor hereunder
10 EXCLUSION OF RIGHTS UNDER THE CONTRACTS (RIGHTS OF THIRD PARTIES) ACT
1999
A person who is not party to this agreement shall have no right under
the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ to enforce any term of
this agreement This clause does not affect any right or remedy of any
person which exists or is available otherwise than pursuant to that Act
SIGNED by )
for and on behalf of Cedar House Investments Limited )
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
SIGNED by )
for and on behalf of ▇▇▇▇▇.▇▇▇ Limited )
/s/ ▇▇▇ ▇▇▇▇▇▇
SIGNED by )
for and on behalf of ▇▇▇▇▇.▇▇▇ Inc. )
/s/ ▇▇▇ ▇▇▇▇▇▇
Annexures - Specification
- Collateral Warranties
- draft lease (and plan)
APPENDIX 1
AGREED SPECIFICATION (FOR COMFORT COOLING SYSTEM)
APPENDIX 2
COLLATERAL WARRANTIES
APPENDIX 3
FORM OF LEASE
DATED 2002
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(1) CEDAR HOUSE INVESTMENTS LIMITED
- AND -
(2) ▇▇▇▇▇.▇▇▇ LIMITED
- AND -
(3) ▇▇▇▇▇.▇▇▇ INC.
----------------------------------------------------
LEASE
relating to
▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇
----------------------------------------------------
COMMENCES 2002
TERM
EXPIRES
THIS LEASE is made on 2002
BETWEEN the Landlord the Tenant and the Guarantor named in the Particulars
WITNESSES as follows:
1. PARTICULARS
LANDLORD: Cedar House Investments Limited (company number
3381393 England) of ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
TENANT: ▇▇▇▇▇.▇▇▇ Limited (company number 3524657 England)
whose registered office is at New ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇
GUARANTOR: ▇▇▇▇▇.▇▇▇ Inc. (company number FC ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇) whose registered office is c/o ▇▇▇▇▇▇ ▇▇▇▇▇▇,
Redmire Gap, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇
PREMISES: the premises shortly known as ▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇
CONTRACTUAL TERM: 10 years from and including 2002
RENT COMMENCEMENT
DATE: [To be determined pursuant to AFL]
INITIAL RENT: One Hundred and Eighty Five Thousand Five Hundred and
Sixty Three Pounds and Fifty ▇▇▇▇▇ (pound sterling
185,563.50) per annum (exclusive of VAT)
REVIEW DATES: The 5th anniversary of the commencement date of the
Contractual Term and each and every fifth anniversary
of this date
PERMITTED USE: use of the Premises as Offices within class B1(a) of
the schedule to the Town and Country Planning (Use
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2
Classes) Order 1987 (notwithstanding any amendment or
revocation of such Order whenever made)
2. DEFINITIONS AND INTERPRETATION
2.1 DEFINITIONS
In this Lease wherever the context so admits the following
expressions shall have the following meanings respectively:
"1995 ACT" means the Landlord and Tenant (Covenants) ▇▇▇ ▇▇▇▇
"ACCESS ROAD" means the roadway and footpaths (if any) shown
edged ▇▇▇▇▇ on the Plan
"APPROVAL DATE" means in relation to an application to the
Landlord for consent hereunder the date on which such consent
is formally granted in writing
"CONDUITS" means all wires pipes sewers drains cables ducts
shafts gullies flues gutters watercourses soakaways and other
like conducting media of whatsoever nature (including all
meters and other apparatus used in connection with them) which
now are or may hereafter during the Perpetuity Period be laid
"DECORATE" means to paint repaper or otherwise treat as the
case may be all surfaces usually or requiring to be so treated
having first prepared such surfaces by stripping off and
priming as may be necessary and to wash down all washable
surfaces and to restore point and make good all brickwork
where necessary and to grain or varnish any parts usually so
protected all decoration being carried out with good quality
materials and in a good and workmanlike manner and where
painting is involved two coats being applied to the outside
and two coats to the inside
"ENVIRONMENTAL PROTECTION ACT" means the Environmental
Protection ▇▇▇ ▇▇▇▇ and any Act or Acts amending replacing or
modifying such Act for the time being in force or of a similar
nature and all orders and regulations thereunder for the time
being in force
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3
"GROUP COMPANY" means a company which is a member of the same
group of companies as the Tenant (as defined in section 42 of
the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (as amended))
"GUARANTOR" means the party (if any) stated as such in the
Particulars and includes the personal representatives of the
Guarantor and any other person who may from time to time
guarantee all or any of the Tenant's obligations under this
Lease
"INSURED RISKS" means loss or damage by or in consequence of
fire storm tempest lightning explosion flood earthquake
aircraft and other aerial devices and things dropped therefrom
(in time of peace) impact by road vehicles riot civil
commotion malicious damage bursting and overflowing of water
tanks apparatus and pipes and such other risks against which a
reasonably prudent Landlord would normally insure from time to
time (subject in all cases to such excesses exclusions and
limitations as may be imposed by the insurers or underwriters
with whom such insurance is placed) except always such risks
as cannot reasonably be insured by the Landlord on
satisfactory terms or usual commercial rates or as the
Landlord's insurers or underwriters have refused to insure
"LANDLORD" means the person for the time being entitled to the
reversion immediately expectant on the determination of the
Term (being at the date hereof the party stated as such in the
Particulars)
"LANDLORD'S SURVEYOR" means any duly qualified person
appointed by or acting for the Landlord including an employee
of the Landlord to perform the function of a surveyor for any
purposes of this Lease
"LEASE" means this Lease (including any schedule hereto) and
any document which is supplemental hereto or which is
collateral herewith or which is entered into pursuant to or in
accordance with the terms hereof
"LETTING UNIT" means the entirety of the part of the Premises
comprising any proportion of one floor severed medially
(excluding common areas) subject to a maximum of two on one
floor
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4
"LOSS OF RENT" means loss of three years' rent of the Premises
(including proper allowances for increases in rent pursuant to
the provisions for rent review herein contained)
"PARTICULARS" means the particulars in clause 1
"PERMITTED USE" means the use stated as such in the
Particulars
"PERPETUITY PERIOD" means the period of 80 years commencing on
the date of this Lease being the perpetuity period for the
purposes of section 1 of the Perpetuities and Accumulations
▇▇▇ ▇▇▇▇ applicable to this Lease
"PLAN" means the plan or plans annexed hereto
"PLOT 3A" means the land and buildings shown edged blue on the
Plan
"PLANNING ACTS" means the Town and Country Planning ▇▇▇ ▇▇▇▇
the Planning (Listed Buildings and Conservation Areas) ▇▇▇
▇▇▇▇ the Planning (Hazardous Substances) ▇▇▇ ▇▇▇▇ the Planning
(Consequential Provisions) ▇▇▇ ▇▇▇▇ and the Planning and
Compensation ▇▇▇ ▇▇▇▇ and any Act or Acts amending replacing
or modifying any of such Acts for the time being in force or
of a similar nature and all orders and regulations thereunder
for the time being in force
"PREMISES" means the land and premises so stated in the
Particulars and as more particularly described in part 1 of
schedule 1 and each and every part thereof together with the
appurtenances thereto belonging and together also with any
buildings and erections and each and every part thereof now or
hereafter erected or in the course of erection thereon or on
any part thereof together with all additions alterations and
improvements thereto which may be carried out during the Term
and shall also include all landlord's fixtures and fittings
from time to time in and about the same
"PRIDE PARK SERVICE CHARGE" has the same meaning as
"Rentcharges" contained in a transfer dated 17 November 1998
and made between ABB Real Estate Limited (1) ABB Daimler-Benz
Transportation (UK) Limited (2) Derby City Council (3) and DCC
Group Properties Limited (4)
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5
"RENT COMMENCEMENT DATE" means the date stated as such in the
Particulars
"RENT DAYS" means 25 March 24 June 29 September and 25
December in each year and "RENT DAY" shall mean any of such
days as the context requires
"STIPULATED RATE" means in relation to interest the rate per
annum of four per cent above the base rate from time to time
of National Westminster Bank Plc (or where such base rate is
not quoted over such other rate as would in the reasonable
opinion of the Landlord be the nearest equivalent thereto if
such base rate were quoted)
"TENANT" means the party stated as such in the Particulars and
shall include such party's successors in title to this Lease
"TERM" means the Contractual Term together with any
continuation or extension thereof (whether statutory or by the
Tenant holding over or for any other reason)
"VAT" means value added tax or any tax of a similar nature
that may be substituted for it or levied in addition to it
2.2 INTERPRETATION
In this Lease unless there be something in the subject or
context inconsistent therewith:
2.2.1 Where the expressions the "Tenant" or the "Guarantor"
(if any) include two or more persons they shall
include the plural number and obligations expressed
or implied to be made by or with any of such persons
shall be deemed to be made by or with such persons
jointly and severally
2.2.2 Any covenant by the Tenant not to do or omit to do an
act or thing shall be deemed to include an obligation
not to permit or suffer such act or thing to be done
or omitted to be done as the case may be
2.2.3 Any reference to parting with possession shall be
deemed to include sharing possession and any
occupation whatsoever by a licensee
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6
2.2.4 Any reference in this Lease to the Landlord's consent
shall include where necessary the consent of both the
Landlord and all superior landlords (if any)
2.2.5 Any references to a right exercisable by the Landlord
shall include where necessary the exercise of such
right by all superior landlords (if any) and all
persons authorised by the Landlord or any superior
landlord
2.2.6 References to any rights exercisable by the Tenant
shall be considered as exercisable by the Tenant any
Sub-Tenant or Sub-Tenants and all person properly
authorised by them
2.2.7 Any reference to a statute shall include any
statutory extension or modification or re-enactment
of such statute and any order instrument plan
regulation permission or direction made or issued
thereunder or deriving validity therefrom
2.2.8 Words importing the singular meaning shall include
the plural meaning and vice versa and words importing
the masculine feminine and neuter genders shall
include the other or others of such genders
2.2.9 The clause and paragraph headings and the index are
for convenience only and shall not affect the
construction of this Lease
2.2.10 For the avoidance of any doubt expressions used in
the Particulars shall have the same meanings when
used elsewhere in this Lease
2.2.11 Any reference to a clause paragraph or schedule shall
be a reference to the clause or paragraph of or
schedule to this Lease so numbered
3. DEMISE RENT AND RENT REVIEW
3.1 DEMISE AND RENT
In consideration of the rents hereinafter reserved and of the
covenants and conditions hereinafter contained the Landlord
with limited title guarantee hereby
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7
demises unto the Tenant all that the Premises together with
the rights (if any) contained or referred to in part 2 of
schedule 1 except and reserving as provided in part 3 thereof
to hold the same subject to and (insofar as the Landlord has
the power to grant the same) with the benefit of the matters
(if any) referred to in part 4 of that schedule unto the
Tenant for the Contractual Term yielding and paying therefor
unto the Landlord yearly during the Term and so in proportion
for any less period than a year without any deduction or set
off FIRST the clear yearly rent (exclusive of VAT) ascertained
in accordance with clause 3.2 such rent (if the Landlord so
requires) to be paid by banker's standing order direct debit
or other accepted means for the transmission of money which
the Landlord may from time to time reasonably nominate by
equal quarterly payments in advance on the four Rent Days in
every year the first payment (for the period beginning on the
Rent Commencement Date and ending on the day preceding the
next succeeding Rent Day and calculated by multiplying the
said yearly rent by the fraction of which the numerator is the
number of days between those dates (both included) and the
denominator is 365) to be made on the date hereof SECONDLY by
way of additional rent all such monies as shall become payable
in accordance with clause 4.3 THIRDLY by way of additional
rent on demand all such monies as shall become payable in
accordance with clause 6.2.1 FOURTHLY by way of additional
rent all other amounts (including VAT) payable to the Landlord
under this Lease and FIFTHLY by way of additional rent 30% of
the Pride Park Service Charge attributable to ▇▇▇▇ ▇▇
3.2 RENT REVIEW
The yearly rent referred to in clause 3.1 shall be ascertained
as follows:
3.2.1 Until the first Review Date such yearly rent shall be
the Initial Rent
3.2.2 From and including each successive Review Date such
yearly rent shall be a rent equal to the rent
previously hereby reserved immediately prior to that
Review Date or such revised rent ("REVISED RENT") as
may be ascertained as hereinafter provided whichever
be the greater
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8
3.2.3 The Revised Rent payable from any Review Date may be
agreed at any time between the Landlord and the
Tenant or (in the absence of agreement) determined
not earlier than the relevant Review Date at the
option of either party either by an arbitrator or by
an independent valuer (acting as an expert and not as
an arbitrator) such arbitrator or valuer to be a
partner in a principal firm of Chartered Surveyors
practising in either Nottinghamshire or Derbyshire
who is experienced in the letting and valuation of
premises comparable with the Premises and to be
nominated in the absence of agreement by or on behalf
of the President for the time being of the Royal
Institution of Chartered Surveyors on the application
of the Landlord or the Tenant made not earlier than
six months before the relevant Review Date and so
that in the case of such arbitration or valuation the
Revised Rent to be awarded or determined by the
arbitrator or valuer shall be such as he shall decide
should be the Open Market Rent at the relevant Review
Date
3.2.4 For the purposes of this clause 3.2 "OPEN MARKET
RENT" means the yearly rent (exclusive of any VAT
chargeable thereon) at which the Premises might
reasonably be expected to be let on the relevant
Review Date in the open market by a willing landlord
to a willing tenant (which shall include the Tenant)
with vacant possession and without payment of a fine
or premium for a term commencing on the relevant
Review Date equal to the then unexpired residue of
the Term or 10 years (whichever shall be the longer)
and in all other respects on the terms and conditions
of this Lease (other than the amount of rent but
including the provisions for rent review at five
yearly intervals) assuming (if not facts):
3.2.4.1 that the Premises are ready fit and
available for immediate occupation and use
fitted out to the requirements of the
willing tenant and ready for trading and
that if the Premises or any part thereof
shall have been destroyed or damaged the
same have or has been
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9
fully restored unless the Failure to
reinstate the Premises is due to any act or
omission of the Landlord
3.2.4.2 that rent commences to be payable on the
relevant Review Date and that at such date
the willing tenant has already enjoyed the
benefit of any rent free period or other
rental concession or incentive which on a
new letting with vacant possession might be
granted to an incoming tenant in respect of
the carrying out by such incoming tenant of
fitting out works to the Premises
3.2.4.3 that the covenants herein contained on the
part of the Landlord and the Tenant have
been fully performed and observed
3.2.4.4 that no work has been carried out to the
Premises whether by the Tenant or any other
person which has reduced the lettable floor
area of the Premises or has otherwise
diminished the rental value of the Premises
when the works have been carried out in
accordance with clause 4.12
3.2.4.5 that the willing tenant is a taxable person
for the purposes of the legislation relating
to VAT and is able to recover all input tax
paid by it as a credit against output tax or
otherwise
there being disregarded:
3.2.4.6 the fact that the Tenant its sub-tenants or
their respective predecessors in title have
been in occupation of the Premises
3.2.4.7 any goodwill attached to the Premises by
reason of the carrying on thereat of the
business of the Tenant its sub-tenants or
their respective predecessors in title
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10
3.2.4.8 any effect on the rental value of the
Premises attributable to the existence at
the relevant Review Date of any improvement
to the Premises or any part thereof carried
out with consent where required otherwise
than in pursuance of an obligation to the
Landlord or its predecessors in title by or
carried out in accordance with Clause 4.7
and at the sole cost of the Tenant its
sub-tenants or their respective predecessors
in title during the Term or during any
period of occupation prior thereto arising
out of an agreement to grant the Term
3.2.4.9 any effect on rental value of any obligation
of the Tenant to remove alterations or to
restore or reinstate the Premises
3.2.5 In case the Revised Rent is determined by arbitration
the arbitration shall be conducted in accordance with
the Arbitration Act 1996 or any statutory
modification or re-enactment thereof for the time
being in force and it is the intention of the parties
that the arbitrator appointed shall be entitled to
make an interim award and shall make a reasoned final
award
3.2.6 In case the Revised Rent is determined by a valuer as
aforesaid
3.2.6.1 the fees and expenses of the valuer
including the cost of his appointment shall
be borne as the valuer shall direct
3.2.6.2 the valuer shall afford to each of the
parties hereto an opportunity to make
representations in writing to him and
3.2.6.3 if the valuer shall die delay or become
unwilling or incapable of acting or if for
any other reason the President for the time
being of the Royal Institution of Chartered
Surveyors or the person acting on his behalf
shall in his absolute discretion think fit
he may by
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11
writing discharge the valuer and appoint
another in his place
3.2.7 When the amount of any rent to be ascertained as
hereinbefore provided shall have been so ascertained
memoranda thereof shall thereupon be signed by or on
behalf of the Landlord the Tenant and the Guarantor
and annexed to this Lease and the counterpart thereof
3.2.8 If the Revised Rent payable on and from any Review
Date has not been agreed by the relevant Review Date
rent shall continue to be payable at the rate
previously payable and forthwith upon the Revised
Rent being ascertained the Tenant shall within 10
days pay to the Landlord a sum equal to the
difference between rent at the rate of the Revised
Rent in respect of the period commencing on the
relevant Review Date and ending on the day preceding
the Rent Day immediately following such ascertainment
and rent actually paid by the Tenant in respect of
such period together with interest at 4% below the
Stipulated Rate on each instalment of such difference
from the date on which each instalment would have
been payable (had the rent review been determined by
the Review Date) until actual payment and for this
purpose the Revised Rent shall be deemed to have been
ascertained on the date when the same has been agreed
between the parties or as the case may be the date of
the award of the arbitrator or of the determination
by the valuer
3.2.9 If at any Review Date by reason or in consequence of
any legislation for the time being in force it shall
not be possible to review the rent payable hereunder
in accordance with the terms of this Lease or there
shall be some restriction on the right of the
Landlord to demand or to accept payment of the full
amount of the rent for the time being payable under
this Lease then on each occasion that such
legislation is revoked relaxed or modified the
Landlord shall be entitled to give not less than 1
months notice to the Tenant written notice calling
for a review of the rent payable hereunder as from
the date of service of such notice on the Tenant (or
such later date as may be specified
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12
therein) in the manner hereinbefore provided for and
the provisions of this clause 3.2 shall apply
(mutatis mutandis) as if the date of service of such
notice on the Tenant (or such later date as may be
specified therein) is a Review Date hereunder
3.2.10 For the avoidance of any doubt
3.2.10.1 time shall not be of the essence for the
purposes of this clause 3.2 and
3.2.10.2 under no circumstances shall the rent
payable from and including any Review Date
be less than the rent hereby reserved
immediately prior to such Review Date there
being disregarded for this purpose any
abatement of rent pursuant to clause 6.3 and
any such legislation or restriction as is
referred to in clause 3.2.9 in force at such
Review Date
4. TENANT'S COVENANTS
The Tenant hereby covenants with the Landlord as follows:
4.1 RENT
To pay the several rents reserved by this Lease at the times
and in manner aforesaid together with any interim rent or
rents at any time agreed or ordered without any deductions and
not to exercise or seek to exercise any right or claim to
withhold rent or any right or claim to legal or equitable
set-off
4.2 OUTGOINGS
4.2.1 To bear pay and discharge and indemnify the Landlord
against all existing and future rates taxes duties
levies charges assessments impositions and outgoings
whatsoever whether parliamentary parochial local or
of any other description and whether or not of a
non-recurring nature (save those of a capital nature)
which are now or may at any time hereafter during the
Term be charged levied
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13
assessed or imposed upon or payable in respect of the
Premises or any part thereof or upon any occupier or
other person interested in respect thereof except
only taxation (other than VAT) assessed upon the
Landlord in respect of its revenue derived from its
reversionary interest in the Premises or any dealing
by it therewith
4.2.2 If the Landlord shall suffer any loss of rating
relief which may be applicable to empty premises
after the end of the Term by reason of such relief
being allowed to the Tenant in respect of any period
before the end of the Term to make good such loss to
the Landlord
4.2.3 To be solely responsible for and promptly to pay all
costs and charges for water gas electricity telephone
and any other services used or consumed in the
Premises including all meter rents and standing
charges but so that the Landlord shall not be
responsible for any interruption or failure in the
supply of any such services
4.3 INTEREST ON ARREARS
If and whenever the Tenant shall fail to pay the rents or any
other monies due under this Lease within 21 days of the due
date (in respect of the Rent whether formally demanded or not)
or the Landlord shall with good reason refuse to accept the
same then (without prejudice to any other right or remedy of
the Landlord including the right of re-entry hereinafter
contained) the Tenant shall pay to the Landlord (in respect of
the Rent whether formally demanded or not) interest at the
Stipulated Rate on such rents or other monies as the case may
be from 14 days of the date when the same became due until
payment thereof (as well after as before judgment)
4.4 COMMON FACILITIES
To pay a fair and proper contribution towards the reasonable
cost and properly incurred expense of constructing repairing
rebuilding renewing (where beyond economic repair) lighting
cleansing and maintaining all things the use of which is
common to or capable of being used in common with the Premises
and other premises (such contribution to be assessed by the
Landlord's Surveyor (save in
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14
the case of manifest error) and in default of payment on
demand to be recoverable as rent in arrear) including for the
avoidance of doubt the Access Road
4.5 REPAIRS
4.5.1 At all times during the Term to keep and maintain the
Premises in good and substantial repair and condition
(damage by the Insured Risks excepted save to the
extent that payment of any insurance monies is
withheld by reason of or arising out of any act
omission neglect or default of the Tenant or any
sub-tenant or their respective servants agents
licensees or invitees)
4.5.2 To keep in good and safe repair all Conduits
exclusively serving the Premises and to indemnify the
Landlord against all liability howsoever arising from
any failure to repair or the misuse or overloading of
any Conduits serving the Premises
4.5.3 To maintain in good and serviceable repair and
condition the Landlord's fixtures and fittings and
all apparatus plant machinery and equipment
(including but without prejudice to the generality of
the foregoing any lifts or lift shafts and any
heating or air conditioning systems and any sprinkler
system) in or upon the Premises and to replace such
of them as may become worn out lost unfit for use or
destroyed by substituting others of a like or more
modern nature and of good quality and if the Landlord
shall at any time so require to enter into agreements
upon terms first approved in writing by the Landlord
with the manufacturers thereof or with approved
maintenance contractors for the regular inspection
and servicing of the same
4.5.4 To remedy any breach of covenant and to repair and
make good all defects decays and wants of repair in
respect of the Premises of which notice in writing
shall be given by the Landlord to the Tenant and for
which the Tenant may be liable hereunder within two
calendar months after the giving of such notice
provided that in the
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15
case of default by the Tenant it shall be lawful for
(but not obligatory upon) the Landlord (but without
prejudice to the right of re-entry hereinafter
contained or other rights of the Landlord with regard
thereto) to enter upon the Premises and remedy the
breach and/or make good such defects decays and wants
of repair and the reasonable cost thereof and all
properly incurred expenses (including surveyors' and
other professional fees) together with interest
thereon at the Stipulated Rate from the date of
demand by the Landlord until payment by the Tenant as
well after as before judgment shall be a debt due
from the Tenant to the Landlord and be forthwith
recoverable by action
4.5.5 To keep the Premises clean and in a neat and tidy
condition and keep all rubbish and waste in enclosed
receptacles on the Premises or where the Landlord
directs and to empty the same at least once a week
4.5.6 To clean as often as may be requisite the inside and
outside of the window panes and frames of the
Premises
4.5.7 To maintain any trees shrubs and landscaped areas on
the Premises
4.6 DECORATION
4.6.1 In every third year of the Term and also in the last
three months thereof howsoever determined to Decorate
in a tint or colour to be approved by the Landlord's
Surveyor (such approval not to be unreasonably
withheld or delayed) the outside of the Premises
provided always that the Tenant shall not be obliged
by this or any other provision in this Lease to
decorate the Premises more than once in any 2 year
period
4.6.2 In every fifth year of the Term and also in the last
three months thereof howsoever determined and in such
last three months in a tint or colour to be approved
by the Landlord's Surveyor (such approval not to be
unreasonably withheld or delayed) to Decorate the
inside of
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16
the Premises provided always that the Tenant shall
not be obliged by this or any other provision in this
Lease to decorate the Premises more than once in any
2 year period
4.6.3 So often as may be necessary but not less often than
in every tenth year of the Term and also in the last
year thereof howsoever determined to have
professionally treated in accordance with the best
approved manner for cleansing preserving and
protecting the same all the external surfaces of the
Premises and all additions thereto
4.7 ALTERATIONS
4.7.1 Not to erect any new building or structure on the
Premises nor to cut injure maim remove or alter any
of the roofs load-bearing walls columns floors
timbers stanchions beams supports girders or other
structural parts of the Premises nor to merge the
Premises with any adjoining premises
4.7.2 Not to make any alteration or addition (whether
structural or non-structural) to the exterior of the
Premises or to the external appearance of the
Premises
4.7.3 Not to make any internal non-structural alteration or
addition whatsoever of in or to the Premises except
4.7.3.1 with the prior written consent of the
Landlord (which shall not be unreasonably
withheld or delayed)
4.7.3.2 subject to such terms and conditions
(including provision for reinstatement at
the Tenant's cost on the expiration or
sooner determination of the Term) as the
Landlord may reasonably require
4.7.3.3 in accordance with drawings and
specifications previously submitted in
triplicate to and approved in writing by or
on behalf of the Landlord (such approval not
to be unreasonably withheld or delayed) and
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17
4.7.3.4 after having obtained and supplied to the
Landlord copies of all requisite consents
licences and permissions for the carrying
out of such works from any local public or
other authority or body and after the
Landlord shall have notified the Tenant in
writing that the same are satisfactory to it
(such notification not to be unreasonably
withheld or delayed)
4.7.4 Not to make or carry out any alteration addition or
extension to any of the water gas electricity and
other public utility service systems serving the
Premises except with the prior written consent of the
Landlord (which shall not be unreasonably withheld or
delayed) and in accordance with the relevant codes of
practice of the statutory undertaker concerned and to
supply to the Landlord upon request an adequate
drawing or drawings showing the actual position of
all pipes wires cables and other services within the
Premises installed amended or extended by the Tenant
4.7.5 In the event of the Tenant failing to observe this
covenant it shall be lawful for the Landlord and its
agents or surveyors with or without workmen and
others and all persons authorised by the Landlord
with any necessary materials and appliances to enter
upon the Premises and remove any alterations or
additions and execute such works as may be necessary
to restore the Premises to their former state and the
reasonable cost thereof and all properly incurred
expenses (including surveyors' and other professional
fees) together with interest thereon at the
Stipulated Rate from the date of expenditure by the
Landlord until payment by the Tenant as well after as
before judgment shall be a debt due from the Tenant
to the Landlord and be forthwith recoverable by
action
4.7.6 Subject to the Landlord's prior consent (such consent
not to be unreasonably withheld) the Tenant may
install and remove internal demountable partitions if
he gives notice of the Works to the Landlord within
one month of completion of the Works
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18
4.8 ENTRY
To permit the Landlord and its agents and all persons
authorised by them with or without workmen and appliances at
all reasonable times and upon reasonable prior notice to enter
the Premises
4.8.1 to examine the state of repair and condition thereof
the Landlord making good as soon as reasonably
practicable any damage thereby caused when such
opening up reveals no breaches
4.8.2 to check and take inventories of the Landlord's
fixtures and fittings and the plant machinery and
equipment therein
4.8.3 to repair and maintain the Premises
4.8.4 where the same cannot otherwise reasonably be
undertaken to repair and maintain or execute any work
upon any adjoining or neighbouring premises belonging
to the Landlord or to cleanse empty repair or renew
any Conduits serving or belonging to the same or to
construct any building or other erection on such
adjoining or neighbouring premises all physical
damage occasioned thereby to the Premises being made
good as soon as reasonably possible
4.8.5 for any other reasonable purpose (including
measurement and inspection in relation to any rent
review hereunder or any renewal of this Lease)
connected with the interest of the Landlord in the
Premises or any dealing therewith or
4.8.6 to exercise the rights herein excepted and reserved
4.9 USE
4.9.1 Subject always to the following provisions of this
clause 4.9 not to use the Premises otherwise than for
the Permitted Use and in accordance with the
requirements and conditions of any planning
permission authorising such use from time to time
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19
4.9.2 Not to do on the Premises anything which may be
illegal or immoral or a nuisance or cause danger or
injury or damage to the Landlord or any tenant or any
neighbouring owner or occupier and to pay all
reasonable costs charges and expenses properly
incurred by the Landlord in abating a nuisance and in
executing such works as may be required to ▇▇▇▇▇ a
nuisance in obedience to any notice served upon the
Landlord in respect of or incidental to the Premises
or the use thereof
4.9.3 Not to use the Premises for any noxious noisy or
offensive trade or business and not to hold any sale
by auction or public show nor keep any live animals
or birds on the Premises and not to allow on the
Premises anything which is or may become dangerous
offensive combustible inflammable radioactive or
explosive
4.9.4 Not to trade or display goods outside the Premises
nor to cause any obstruction outside the Premises
4.9.5 Not to use on the Premises any machine (other than
machinery normally associated with the Permitted Use
and which where appropriate shall be mounted so as to
minimise noise and vibration) without the written
consent of the Landlord and not to use on the
Premises any machinery or sound reproduction or
amplifying equipment which shall be noisy or cause
vibration or be a nuisance disturbance or annoyance
to the Landlord or the owners and/or occupiers of any
adjoining or neighbouring premises
4.9.6 Not to do anything which imposes any excessive load
or strain on the Premises or any part thereof
4.9.7 Not to suffer or permit any person to reside or sleep
on the Premises
4.9.8 Not to discharge anything into the Conduits serving
the Premises which will be corrosive or harmful or
which may cause any obstruction or deposit therein
4.9.9 Not to commit any waste upon or to the Premises
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20
4.9.10 Not to use the Premises as an office for a government
agency or other public authority which would involve
the attendance thereat of members of the public for
the purpose of seeking employment or enrolling for or
collecting any statutory social security health
insurance or other benefit payment or applying for or
collecting any licence passport certificate or
similar document or paying thereat any tax imposition
or other financial liability
4.9.11 If the Premises are continually unoccupied for more
than one month to provide security and caretaking
arrangements to afford the Premises reasonable
protection against vandalism theft or unlawful
occupation
4.9.12 To keep the Premises at a temperature sufficiently
high to prevent freezing of water in any Conduits
4.9.13 Not to use any parking spaces which the Tenant is
entitled to use otherwise than for parking cars
4.10 ALIENATION
4.10.1 Not to assign or charge part only of the Premises
4.10.2 Save for an underletting in accordance with the
succeeding provisions of this clause not to underlet
the whole or any part of the Premises or to part with
possession of or share occupation of the whole or any
part of the Premises and not to permit any person
deriving title under the Tenant by way of permitted
underlease so to do in respect of the Premises
provided that the Tenant may share occupation of the
Premises with a Group Company if such Group Company
occupies the Premises as bare licensee only
4.10.3 Not under any circumstances to create or permit the
creation of any interest derived out of this Lease
whether mediate or immediate and however remote or
inferior
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21
4.10.3.1 at a fine or premium or other capital sum
(and so that no such fine premium or other
capital sum shall be taken)
4.10.3.2 except at a rent which is not less than the
open market rental value of the Premises or
the rent hereby reserved at the time of such
underletting (or in the case of an
underlease of part only of the Premises a
proportionate part thereof) whichever is the
higher
4.10.3.3 except on terms which prohibit the
commutation of rent
4.10.3.4 for a term which shall extend beyond a date
on which the rent payable under this Lease
is to be reviewed unless such underletting
shall include provisions approved by the
Landlord for rent reviews at the times and
in accordance with the terms of this Lease
4.10.4 Not to assign part with possession or charge the
whole of the Premises nor permit any person deriving
title under the Tenant so to do without the prior
written consent of the Landlord which shall not be
unreasonably withheld or delayed but so that for the
purposes of section 19(1A) of the Landlord and ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ (as amended by the ▇▇▇▇ ▇▇▇) it is agreed
that it shall be reasonable for the Landlord to
withhold consent to an assignment of the whole of the
Premises unless:
4.10.4.1 the assignee is not a Group Company
4.10.4.2 the assignee shall by deed enter into a
direct covenant with the Landlord to observe
and perform the covenants and provisions of
and to pay the rents reserved by this Lease
for (subject to the provisions of the ▇▇▇▇
▇▇▇) the remainder of the Term and a
guarantor or guarantors acceptable to the
Landlord (if more than one jointly and
severally) shall enter into a covenant and
guarantee with and to the Landlord in the
terms set out in schedule 2 as
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22
if references therein to the "Tenant" were
references to the assignee and
4.10.4.3 the Tenant together with any other person in
whom the term created by this Lease shall
previously have been vested and who has not
been released from liability hereunder by
virtue of section 11 of the 1995 Act shall
by deed enter into an authorised guarantee
agreement in respect of the assignee which
shall satisfy the requirements set out in
schedule 3 and
4.10.4.4 each person who is guarantor of the Tenant
under this Lease immediately prior to the
assignment shall enter into a guarantee in
the same terms (mutatis mutandis) as
schedule 2 in respect of the liability of
the Tenant under any authorised guarantee
agreement and
4.10.4.5 at the Approval Date no rent or other monies
are due to the Landlord under this Lease and
unpaid and
4.10.4.6 the Tenant and/or the assignee complies with
such other conditions as the Landlord may
reasonably impose
4.10.5 Subject as aforesaid the Tenant may with the
Landlord's prior written consent (which shall not be
unreasonably withheld or delayed):
4.10.5.1 underlet the whole of the Premises;
4.10.5.2 underlet any whole floor of the Premises
(excluding common areas); and
4.10.5.3 (subject to the provisions of Clause
4.10.5.2 above) underlet a Letting Unit
subject to a maximum of 2 at any one time
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23
4.10.6 To procure in the case of any permitted underletting
of the Premises (whether mediate or immediate) that
on or before the grant of the relevant underlease:
4.10.6.1 the underlessee shall covenant with the
Landlord by deed to observe and perform the
Tenant's covenants and conditions in this
Lease (except the covenant to pay rent) (so
far as the same relate to the part of the
Premises comprised in the underlease) and
those of the underlessee in the relevant
underlease
4.10.6.2 if the Landlord shall so reasonably require
a guarantor or guarantors acceptable to the
Landlord shall covenant (if more than one
jointly and severally) with the Landlord to
guarantee the observance and performance by
the underlessee of its covenants to be
contained in such underlease such guarantee
to be given (mutatis mutandis) in the form
of the provisions contained in schedule 2
4.10.7 To procure that any permitted immediate or mediate
underlease is in a form approved by the Landlord
(such approval not to be unreasonably withheld or
delayed) and in particular contains:
4.10.7.1 covenants by the underlessee with the
underlessor prohibiting the underlessee from
doing or allowing any act or thing on or in
relation to the premises demised by such
underlease inconsistent with or in breach of
the Tenant's obligations in this Lease
4.10.7.2 a condition for re-entry by the underlessor
on breach of any covenant by the underlessee
4.10.7.3 an absolute prohibition on any further
underletting or parting with possession or
sharing of occupation of the
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24
premises demised by the underlease (save by
way of assignment of the whole thereof)
4.10.7.4 a prohibition on any assignment of the whole
of the premises demised by the underlease
without the consent of the Landlord
4.10.7.5 an agreement duly authorised by an order of
a court of competent jurisdiction excluding
in relation to that underlease the
provisions of sections 24 to 28 of the
Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (as amended) or
any modification or re-enactment thereof
4.10.8 To enforce performance by every such underlessee of
the covenants and conditions in his underlease and
not to release or waive any such covenants or
conditions
4.10.9 To operate and enforce all provisions for the review
of rent contained in any underlease but not to agree
the amount of any revised rent arising as a result of
any such review of rent without the prior written
consent of the Landlord (such consent not to be
unreasonably withheld or delayed)
4.10.10 Upon every application for consent required by this
clause to disclose to the Landlord such information
as to the terms proposed as the Landlord may
reasonably require
4.10.11 Not to enter into any variation of the terms of any
underlease nor to accept a surrender of the same in
respect of part only (as opposed to the whole) of the
premises underlet
4.11 REGISTRATION OF DOCUMENTS
4.11.1 Within one month after any assignment or underlease
or any transmission or other devolution relating to
the Premises or any part thereof to give notice
thereof to the Landlord's solicitor and to furnish
him with a certified copy of any document relating
thereto
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and to pay to the Landlord's solicitor a reasonable
fee (not being more than pound sterling 30) plus VAT
thereon
4.11.2 To supply to the Landlord on request the names and
addresses of any tenant deriving title from the
Tenant (whether mediately or immediately) together
with details of the rent payable by any such tenant
and the other terms of such tenancy
4.11.3 To supply to the Landlord any details required by the
Landlord pursuant to section 40 of the Landlord and
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and to supply the Landlord with full
details of any notices given pursuant to section 25
of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ by the Tenant to
any sub-tenant and full details of any notices
received by the Tenant from any sub-tenant pursuant
to section 26 of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
4.12 COMPLIANCE WITH STATUTES
To comply in all respects with and in a proper and workmanlike
manner to execute all works required under the provisions of
all statutes for the time being in force and the directions of
any competent authority relating to the Premises or any part
thereof or the use thereof or anything contained therein or
the employment therein of any person or persons and not to do
or omit or suffer to be done or omitted on or about the
Premises any act or thing by reason of which the Landlord may
under any enactment incur or have imposed upon it or become
liable to pay any levy penalty damages compensation costs
charges or expenses and to indemnify and keep indemnified the
Landlord against all claims demands costs expenses and
liability in respect of the foregoing
4.13 PLANNING/ENVIRONMENTAL MATTERS
4.13.1 Not to apply for planning permission in respect of
the Premises without the Landlord's prior written
consent (which shall not be unreasonably withheld or
delayed in respect of any addition or alteration in
respect of which the Landlord's consent is not to be
unreasonably withheld or delayed under the terms of
this Lease) and
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if the Landlord attaches conditions to any such
consent not to apply for any planning permission
except in accordance with those conditions
4.13.2 At all times during the Term to comply with the
provisions and requirements of the Planning Acts and
of any planning permissions (and the conditions
thereof) relating to or affecting the Premises or the
use thereof or any operations works acts or things
carried out executed done or omitted thereon and to
keep the Landlord indemnified in respect thereof
4.13.3 Subject to clause 4.13.1 as often as occasion
requires during the Term at the Tenant's expense to
obtain and if appropriate renew all planning
permissions and serve all notices required under the
Planning Acts for the carrying out by the Tenant of
any operations or the institution or continuance by
the Tenant of any use of the Premises or any part
thereof
4.13.4 To pay and satisfy any charge imposed under the
Planning Acts in respect of the carrying out or
maintenance by the Tenant of any such operation or
the institution or continuance by the Tenant of any
such use as aforesaid
4.13.5 Notwithstanding any consent which may be granted by
the Landlord under this Lease not to carry out or
make any alteration or addition to the Premises or
any change of use of the Premises (being an
alteration or addition or change of use prohibited by
or for which the Landlord's consent is required under
this Lease and for which a planning permission is
needed) before a planning permission for such
alteration addition or change of use has been
produced to and acknowledged by the Landlord (acting
reasonably) as satisfactory provided that the
Landlord may refuse to express such satisfaction if
the period of such permission or anything contained
in or omitted from it will in the opinion of the
Landlord's Surveyor be likely to prejudice the
Landlord's interest in the Premises either during the
Term
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or on or after the expiration or earlier
determination of the Term
4.13.6 Unless the Landlord otherwise directs in writing to
carry out and complete before the expiration or
earlier determination of the Term any work required
to be carried out to the Premises as a condition of
any planning permission granted during the Term
whether or not the date by which the planning
permission requires such works to be carried out is
during the Term and any development begun on the
Premises in respect of which the Landlord shall or
may be or become liable for any charge or levy under
the Planning Acts
4.13.7 When reasonably called upon so to do to produce to
the Landlord and the Landlord's Surveyor all plans
documents and other evidence reasonably required by
the Landlord to satisfy itself that the Tenant's
obligations in this clause have been complied with
4.13.8 Not without the prior written consent of the Landlord
to enter into a planning obligation for the purposes
of section 106 of the Town and Country Planning ▇▇▇
▇▇▇▇
4.13.9 As soon as practicable to notify the Landlord of any
order direction proposal or notice under the Planning
Acts served on or received by the Tenant or coming to
the Tenant's notice which relates to or affects the
Premises and to produce to the Landlord if required
any such order direction proposal or notice in the
Tenant's possession and not to take any action in
respect of such order direction proposal or notice
without the Landlord's approval
4.13.10 In relation to any act the commission or omission of
which requires any consent licence or other authority
under the Environmental Protection Act not to do or
omit to do (as the case may be) such act without
obtaining such authority and not to apply for such
authority without the Landlord's prior written
consent
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4.14 EASEMENTS
Not to obstruct any window light or way belonging to the
Premises or to any adjoining or neighbouring premises nor
acknowledge that any easement or other right for the benefit
of the Premises is enjoyed by consent of any other person nor
permit any new easement right or encroachment to be made into
against or on the Premises and to give notice as soon as
practicable to the Landlord if any easement right or
encroachment against or affecting the Premises shall be made
or attempted and at the Landlord's request and the Landlord's
and Tenant's joint cost to adopt such means as may be
reasonably required to prevent the same
4.15 NOTIFICATIONS
Forthwith on receipt of any permission notice order or
proposal relating to the Premises or the use or condition
thereof given or issued by any governmental local or other
public or competent authority to give full particulars thereof
to the Landlord and if so required by the Landlord to produce
the same to the Landlord and to take all necessary steps to
comply therewith and also when requested by the Landlord to
make or join with the Landlord in making such objections and
representations against or in respect of the same as the
Landlord shall deem expedient
4.16 DEFECTS
Forthwith upon becoming aware of the same to give notice in
writing to the Landlord of any defect in the state or
condition of the Premises which would or might give rise to an
obligation upon the Landlord to do or refrain from doing any
act or thing in order to comply with any duty of care imposed
upon the Landlord and to indemnify the Landlord against or in
respect of any losses claims actions costs demands or
liability arising out of any failure of the Tenant to comply
with its obligations under this Lease and at all times to give
such notice and display such signs as the Landlord having
regard to such duty of care requires to have displayed at the
Premises
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4.17 FIRE FIGHTING
To keep the Premises supplied and equipped with all fire
fighting and extinguishing appliances from time to time
required by law or required by the insurers of the Premises or
reasonably required by the Landlord such appliances being kept
open to inspection and properly maintained and not to obstruct
or permit or suffer to be obstructed the access to or means of
working such appliances or the means of escape from the
Premises in case of fire
4.18 ADVERTISEMENTS/AERIALS
Not without the prior written consent of the Landlord (such
consent not to be unreasonably withheld or delayed) to affix
or exhibit any advertisement placard notice or sign either
outside the Premises or inside the Premises so as to be seen
from the outside nor without such consent to install any
flagpole mast or outside satellite receiving dish or
television or radio aerial on the Premises and if the Landlord
so requires to remove at the end or earlier determination of
the Term any item so exhibited or installed making good all
damage caused to the reasonable satisfaction of the Landlord
4.19 NOTICE BOARDS
To permit the Landlord or its agents to affix upon any
suitable part of the Premises a notice board or ▇▇▇▇ relating
to any reletting of the same (where the Tenant has no right or
no longer has the right to a new lease of the Premises
pursuant to the relevant provisions of the 1954 Act or to any
sale or other dealing with any interest in reversion to this
Lease upon reasonable prior notice and the Tenant will not
remove or obscure the same and will at all reasonable times
and on reasonable prior notice permit those authorised by the
Landlord in connection with any such reletting sale or other
dealing to enter and view the Premises without interruption
4.20 EXPENSES
To pay to the Landlord on demand and on an indemnity basis all
reasonable costs charges expenses damages and losses
(including but without prejudice to the
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generality of the foregoing legal costs bailiff's fees and
surveyor's fees) incurred by the Landlord in relation to or
incidental to or in contemplation of:
4.20.1 the preparation and service of a notice under section
146 of the Law of Property ▇▇▇ ▇▇▇▇ and/or any
proceedings relating to the Premises whether under
sections 146 and/or 147 of the Law of Property ▇▇▇
▇▇▇▇ or otherwise (whether or not any right of
re-entry or forfeiture has been waived by the
Landlord or a notice served under the said section
146 is complied with by the Tenant or the Tenant has
been relieved under the provisions of the Law of
Property ▇▇▇ ▇▇▇▇ and notwithstanding forfeiture is
avoided otherwise than by relief granted by the
court) and to keep the Landlord fully indemnified
against all costs charges expenses claims and demands
whatsoever in respect of the said proceedings and the
preparation and service of the said notices
4.20.2 (without prejudice to the generality of the
foregoing) the preparation and service of any notice
or schedule relating to the repair of the Premises
whether served on the Tenant during or up until 6
months after the expiration or earlier determination
of the Term
4.20.3 procuring the remedying of any breach of covenant on
the part of the Tenant or any sub-tenant or their
respective predecessors in title contained in this
Lease and
4.20.4 every application made by the Tenant for a consent or
licence required by the provisions of this Lease
whether such consent or licence is granted or refused
or proffered subject to any qualification or
condition or whether the application is withdrawn
4.21 NEW GUARANTOR
To notify the Landlord within 28 days if:
4.21.1 any Guarantor being an individual (or if individuals
any one of them) shall become bankrupt or shall make
any assignment for the benefit of or enter into any
arrangement with his creditors either by
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composition or otherwise or have any distress or
other execution levied on his goods or have a
receiver appointed under the Mental Health ▇▇▇ ▇▇▇▇
4.21.2 any Guarantor being an individual (or if individuals
any one of them) shall die
4.21.3 any Guarantor being a body corporate (or if bodies
corporate any one of them) has a winding up order
made in respect of it other than a members' voluntary
winding up of a solvent company for the purposes of
amalgamation or reconstruction approved by the
Landlord (such approval not to be unreasonably
withheld) or has a receiver administrator or an
administrative receiver appointed of it or any of its
assets or has any distress or other execution levied
on its goods or is dissolved or struck off the
Register of Companies or (being a body corporate
incorporated outside the United Kingdom) is dissolved
or ceases to exist under the laws of its country or
state of incorporation
and in any such case if the Landlord so reasonably requires
then at the Tenant's expense within 28 days of such
requirement use all reasonable endeavours to procure that some
other person or persons or body or bodies corporate reasonably
acceptable to the Landlord shall execute a guarantee in the
terms of schedule 2 with such amendments as the Landlord shall
reasonably require in the circumstances
4.22 INDEMNITY
To keep the Landlord indemnified from and against all loss
damage actions proceedings claims demands costs and expenses
of whatsoever nature and whether in respect of any injury to
or the death of any person or damage to any property movable
or immovable or otherwise howsoever arising directly or
indirectly from the repair or the state of repair or condition
of the Premises or from any breach of covenant on the part of
the Tenant herein contained or from the use of the Premises or
out of any works carried out at any time during the Term to
the Premises or out of anything now or during the Term
attached to or
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projecting from the Premises or as a result of any act neglect
or default by the Tenant or by any sub-tenant or by their
respective servants agents licensees or invitees
4.23 YIELD UP
At the expiration or sooner determination of the Term:
4.23.1 quietly to yield up the Premises to the Landlord with
vacant possession in such state and condition as
shall in all respects be consistent with a full and
due performance by the Tenant of the covenants on its
part herein contained (trade or tenant's fixtures and
fittings only excepted)
4.23.2 if so required by the Landlord to remove all fixtures
and fittings installed in the Premises during the
Term
4.23.3 to make good to the reasonable satisfaction of the
Landlord all damage caused as a result of the removal
by the Tenant of any fixtures and fittings
4.23.4 to remove all signs and nameplates indicating the
connection or former connection of the Tenant with
the Premises
4.23.5 to replace all carpeting within the Premises with new
carpets of a quality design and colour similar to the
quality design and colour of the carpeting supplied
by the Landlord at the commencement of the Term and
first approved in writing by the Landlord such
approval not to be unreasonably withheld or delayed
4.24 VAT
4.24.1 To pay to the Landlord by way of additional rent such
VAT as may be or become payable in respect of the
rents reserved by and other monies payable under and
the consideration for all taxable supplies received
or deemed to be received by the Tenant under or in
connection with this Lease
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4.24.2 In every case where the Tenant has agreed to
reimburse or indemnify the Landlord in respect of any
payment made by the Landlord under the terms of or in
connection with this Lease to reimburse in addition
any VAT paid by the Landlord on such payment upon
receipt of a valid VAT invoice properly addressed to
the tenant
4.25 OBSERVE COVENANTS
To observe and perform the agreements covenants and
stipulations (if any) referred to in part 4 of schedule 1 so
far as any of the same are still subsisting and capable of
taking effect and relate to the Premises and to keep the
Landlord indemnified against all actions proceedings costs
claims demands and liability in any way relating thereto
5. LANDLORD'S COVENANT
The Landlord hereby covenants with the Tenant that the Tenant paying
the rents and other monies hereby reserved and performing and observing
the covenants conditions and agreements on the part of the Tenant
herein contained the Tenant may peaceably hold and enjoy the Premises
during the Term without any interruption by the Landlord or any person
lawfully claiming through under or in trust for the Landlord
6. INSURANCE
6.1 LANDLORD'S OBLIGATIONS
The Landlord (for so long as and to the extent that the
Landlord has an insurable interest in the Premises) hereby
covenants with the Tenant as follows:
6.1.1 Save to the extent that any insurance shall be
vitiated by any act neglect default or omission of
the Tenant or any sub-tenant or their respective
servants agents licensees or invitees the Landlord
will insure or cause to be insured the Premises
against loss or damage by the Insured Risks in a sum
equal to the likely cost of completely rebuilding
reinstating and replacing the same (taking into
account estimated increases in building costs)
together with the cost of demolition shoring hoarding
and removal of debris and a proper
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provision for professional fees in respect of
rebuilding and reinstating together in each case with
VAT and against Loss of Rent
6.1.2 If reasonably so required by the Tenant (and upon
payment of a reasonable fee for dealing with each
request other than the first in each year) to produce
to the Tenant from time to time reasonable evidence
of the terms of the Landlord's policy of insurance
and the fact that the policy is subsisting and in
effect
6.1.3 In case of damage or destruction to the Premises by
any of the Insured Risks to expend when lawful so to
do all monies received by the Landlord (other than in
respect of rent and fees) under the Landlord's
insurance in or towards reinstating such damage or
destruction so far as practicable but if
reinstatement as aforesaid shall not be permitted or
possible or shall be frustrated the insurance monies
shall belong to the Landlord absolutely provided
always that in such circumstances the Landlord may at
its option replace the building or buildings
originally comprised within the Premises by a
building or buildings generally similar in concept
thereto and (having regard to the then principles of
good estate planning) of a similar order and size and
being in or about the same position or positions as
its or their predecessor or predecessors
6.2 TENANT'S OBLIGATIONS
The Tenant hereby covenants with the Landlord as follows:
6.2.1 To pay to the Landlord on demand:
6.2.1.1 all premiums from time to time payable by
the Landlord for insuring the Premises
against loss or damage by the Insured Risks
in accordance with clause 6.1 and
6.2.1.2 all premiums from time to time payable by
the Landlord for insuring Loss of Rent and
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6.2.1.3 any excess deducted by insurers in respect
of any claim relating to the Premises
6.2.2 Save as required by clause 6.2.7 not to effect any
separate insurance of the Premises against loss or
damage by any of the Insured Risks but if the Tenant
shall become entitled to the benefit of any insurance
on the Premises then the Tenant shall apply all
monies received by virtue of such insurance in making
good the loss or damage in respect of which the same
shall have been received
6.2.3 Not to carry on upon the Premises any trade business
or occupation in any manner or do any other thing
which in the reasonable opinion of the Landlord may
make void or voidable any policy for the insurance of
the Premises or any adjoining or neighbouring
property against any risk for the time being required
by the Landlord to be covered or render any increased
or extra premium payable for such insurance (without
in the latter event first having paid every such
increased or extra premium) and to pay to the
Landlord on demand any increased premiums payable in
respect of the Premises or any adjoining or
neighbouring premises arising by reason of the
Premises being unoccupied
6.2.4 To carry out in accordance with the reasonable
directions of the Landlord all such works as may be
required by it for the better protection of the
Premises and to comply with the requirements of the
Landlord's insurers in respect of the Premises
6.2.5 In the event of the Premises or any part thereof
being destroyed or damaged by any peril whatsoever to
give notice thereof to the Landlord as soon as such
destruction or damage shall come to the notice of the
Tenant stating whether and to what extent such
destruction or damage was brought about directly or
indirectly by any of the Insured Risks
6.2.6 In the event of the Premises or any adjoining or
neighbouring premises of the Landlord or any part
thereof being destroyed or
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36
damaged by any of the Insured Risks and the insurance
money under any insurance against the same effected
thereon by the Landlord being wholly or partly
irrecoverable by reason solely or in part of any act
or default of the Tenant or any sub-tenant or their
respective servants agents licensees or invitees then
and in every such case the Tenant will forthwith pay
to the Landlord the whole or (as the case may be) the
irrecoverable portion of the cost (including
professional and other fees and VAT) of completely
rebuilding and reinstating the same
6.2.7 To insure and keep insured in the joint names of the
Landlord and the Tenant all the plate glass (if any)
forming part of the Premises against breakage or
damage for a sum not less than the full reinstatement
value thereof for the time being in such insurance
company of repute and through such agency as shall
from time to time be nominated by the Landlord and
whenever reasonably required by the Landlord to
produce the said policy of insurance or a copy
thereof (and if requested to leave a copy thereof
with the Landlord) and the receipt for the current
year's premiums and forthwith to lay out all monies
received under such insurance and such other money as
may be necessary in reinstating the glass with glass
of the same quality and thickness
6.2.8 To make up out of its own money any deduction in any
insurance monies paid by the Landlord's insurers made
as a result of the faulty repair or maintenance of
the Premises
6.3 ABATEMENT OF RENT
6.3.1 If the Premises or any part thereof shall be
destroyed or damaged by any Insured Risk so as to be
unfit for occupation access or use then save to the
extent that the insurance of the Premises shall have
been vitiated by any act neglect default or omission
of the Tenant or any sub-tenant or their respective
servants agents licensees or invitees the rents
reserved or a fair and just proportion thereof
according to the
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37
nature and extent of the damage sustained (the amount
of such proportion if it cannot be agreed to be
determined by a single arbitrator to be appointed on
the application of either party by the President for
the time being (or other next senior officer
available) of the Royal Institution of Chartered
Surveyors whose decision shall be final and binding)
shall be suspended until the Premises or the damaged
portion thereof shall have been reinstated or made
fit for occupation access and use or (if earlier)
until the insurance effected or caused to be effected
by the Landlord in respect of Loss of Rent shall be
exhausted
6.3.2 If the Premises are still not fit for the Tenants
immediate occupation access and use or essential
services have not been reinstated so that at the end
of a period of 2 years and 9 months starting on the
date of damage or destruction either party may by
notice served on the other at any time after the end
of that period implement the provision of Clause
6.3.3 below
6.3.3 On service of the notice referred to in Clause 6.3.2
above the Term is to cease absolutely but without
prejudice to any rights or remedies that may have
accrued and all money received in respect of the
insurance effected by the Landlord pursuant to this
Lease shall belong to the Landlord absolutely
6.4 COMMISSIONS
All monies payable by the Tenant under clause 6.2 shall be
paid without deduction of any agency or other commission paid
or allowed to the Landlord in respect thereof or otherwise
which the Landlord shall be entitled to retain for the
Landlord's own benefit free of any obligation to bring the
same into account under this Lease
7. PROVISOS
Provided always and it is hereby agreed and declared as follows:
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7.1 FORFEITURE
If and whenever:
7.1.1 the rents hereby reserved or any part thereof shall
be in arrear or unpaid for the space of 14 days after
the same shall have become due (whether formally
demanded or not) or
7.1.2 there shall be any other breach non-performance or
non-observance of any of the covenants and conditions
herein contained and on the part of the Tenant or the
Guarantor to be observed or performed or
7.1.3 the Tenant or the Guarantor enters into an
arrangement or composition for the benefit of its
creditors or
7.1.4 the Tenant or the Guarantor has any distress or other
execution levied on its goods or
7.1.5 the Tenant or the Guarantor (being in either case an
individual) commits an act of bankruptcy or has an
administration order made in respect of it or appears
unable to pay its debts within the meaning of section
268 of the Insolvency ▇▇▇ ▇▇▇▇ or
7.1.6 the Tenant or the Guarantor (being in either case a
body corporate) has a winding up order made in
respect of it other than a members' voluntary winding
up of a solvent company for the purposes of
amalgamation or reconstruction approved by the
Landlord (such approval not to be unreasonably
withheld) or has a receiver administrator or an
administrative receiver appointed of it or any of its
assets or is dissolved or struck off the Register of
Companies or (being a body corporate incorporated
outside the United Kingdom) is dissolved or ceases to
exist under the laws of its country or state of
incorporation or appears unable to pay its debts
within the meaning of section 123 of the Insolvency
▇▇▇ ▇▇▇▇
then and in any such case it shall be lawful for the Landlord
or any person authorised by the Landlord at any time
thereafter to re-enter upon the Premises or
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39
any part thereof in the name of the whole and thereupon the
Term shall absolutely determine without prejudice to any right
or remedy of the Landlord in respect of any breach of the
Tenant's or the Guarantor's covenants contained in this Lease
7.2 EXCLUSION OF USE WARRANTY
Nothing in this Lease or in any consent granted by the
Landlord under this Lease shall imply or warrant that the
Premises may be used for any purpose whatsoever under the
Planning Acts now or from time to time in force (including the
Permitted Use) or that the Premises are or will remain
otherwise fit for any such use
7.3 VAT
Except where otherwise expressly stated in this Lease all rent
money or other consideration in respect of supplies for VAT
purposes received or deemed to be received by the Tenant under
or in connection with this Lease is exclusive of VAT
7.4 SERVICE OF NOTICES
Any notice required to be served under this Lease shall be in
writing and shall be properly served if it complies with the
provisions of section 196 of the Law of Property ▇▇▇ ▇▇▇▇ as
amended by the Recorded Delivery Service ▇▇▇ ▇▇▇▇ or section
23 of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and in addition any
notice shall be sufficiently served if sent by facsimile
transmission to the party to be served and service shall be
deemed to be made on the date of transmission if transmitted
before 4.00pm on the date of transmission but otherwise on the
next day
7.5 DEVELOPMENT OF NEIGHBOURING PREMISES
The Landlord shall be entitled to carry out or permit the
development of any adjoining or neighbouring premises and to
build on or into any boundary wall of the Premises or to
re-route any services in the Premises without payment of
compensation to the Tenant for any damage or otherwise
notwithstanding that the
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access of light or air to the Premises may thereby be
diminished or otherwise interfered with
7.6 COMPENSATION
Any statutory right of the Tenant or any sub-tenant to claim
compensation from the Landlord on vacating the Premises shall
be excluded as far as the law allows
7.7 IMPLIED EASEMENTS
The operation of section 62 of the Law of Property ▇▇▇ ▇▇▇▇
shall be excluded from this Lease and the only rights granted
to the Tenant are those expressly set out in this Lease and
the Tenant shall not by virtue of this Lease be deemed to have
acquired or be entitled to and the Tenant shall not during the
Term acquire or become entitled by any means whatsoever 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 Lease
7.8 DISPUTES WITH ADJOINING OCCUPIERS
Any dispute arising as between the Tenant and the lessees
tenants or occupiers of adjoining or neighbouring premises
belonging to the Landlord relating to any easement right or
privilege in connection with the Premises or relating to the
party or other walls of the Premises or as to the amount of
any contribution towards the expenses of works to services or
matters used in common shall be referred to the Landlord whose
decision shall be binding upon all parties to the dispute
(same in the case of manifest error)
7.9 TENANT'S EFFECTS
The Tenant hereby irrevocably appoints the Landlord to be its
agent to store or dispose of any effects left by the Tenant on
the Premises for more than seven days after the termination of
this Lease (whether by effluxion of time or otherwise) on any
terms that the Landlord thinks fit and without the Landlord
being liable to the Tenant save to account for the net
proceeds of sale less the cost of storage (if any) and any
other expenses reasonably incurred by the Landlord and hereby
agrees to indemnify the Landlord against any liability
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incurred by the Landlord to any third party whose property
shall have been sold by the Landlord in the mistaken belief
held in good faith (which shall be presumed unless the
contrary be proved) that such property belonged to the Tenant
7.10 NO WAIVER
7.10.1 No demand for or receipt or acceptance of any part of
the rents hereby reserved or any payment on account
thereof shall operate as a waiver by the Landlord of
any right which the Landlord may have to forfeit this
Lease by reason of any breach of covenant by the
Tenant and the Tenant shall not in any proceedings
for forfeiture be entitled to rely on any such demand
receipt or acceptance as aforesaid as a defence
7.10.2 The return to the Tenant of any rents or other monies
paid by banker's standing order as soon as reasonably
practicable after receipt shall be treated as a
refusal by the Landlord to accept the same and the
Tenant shall not in any proceedings for forfeiture be
entitled to rely on such receipt as a defence
7.11 JURISDICTION
7.11.1 This Lease is and shall be governed by and construed
in all respects in accordance with the laws of
England
7.11.2 The Tenant and the Guarantor hereby submit to the non
exclusive jurisdiction of the High Court of Justice
of England in relation to any claim dispute or
difference which may arise hereunder and in relation
to the enforcement of any judgment rendered pursuant
to any such claim dispute or difference and for the
purpose of part 6 rule 15 of the Civil Procedure
Rules (or any modification or re-enactment thereof)
the Tenant and the Guarantor hereby irrevocably
agrees that any process or proceedings hereunder
(whether of a judicial or quasi judicial nature) may
be served on it by leaving a copy thereof either at
the address of any person registered with the
Registrar of
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Companies pursuant to part XXIII of the Companies ▇▇▇
▇▇▇▇ (or any modification or re-enactment thereof) as
being resident in Great Britain and authorised to
accept on behalf of the Tenant and the Guarantor
service of process and proceedings and any notices
required to be served on the Tenant and the Guarantor
or at the Premises
7.12 STATUS OF LEASE
For the purposes of the 1995 Act this Lease is a new tenancy
7.13 EXCLUSION OF RIGHTS UNDER THE CONTRACTS (RIGHTS OF THIRD
PARTIES) ACT 1999
A person who is not party to this Lease shall have no right
under the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ to
enforce any term of this Lease This clause does not affect any
right or remedy of any person which exists or is available
otherwise than pursuant to that Act
7.14 TENANT'S OPTION TO DETERMINE
The Tenant shall be entitled by giving not less than 9 months
prior notice in writing to the Landlord to terminate this
Lease upon the 5th anniversary of the Contractual Term
("TERMINATION DATE") and provided that up to the Termination
Date the Tenant shall have paid the rents hereby reserved this
Lease shall absolutely cease and determine on the Termination
Date but without prejudice to any right or remedy of either
party in respect of any antecedent breach by the other of the
provisions of this Lease and on the Termination Date the
Tenant shall deliver to the Landlord the original of this
Lease and vacant possession of the Premises
8. GUARANTEE PROVISIONS
In consideration of this Lease having been granted at the request of
the Guarantor the Guarantor hereby covenants with the Landlord in the
terms of schedule 2
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SCHEDULE 1
PART 1
PREMISES
All that land building known as ▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ shown for the
purposes of identification only edged red on the Plan including:
1 All Conduits inside and exclusively serving the Premises
2 all additions and improvements to the Premises and all fixtures and
fittings of every kind which are at any time in or on the Premises
(whether originally fixed or fastened to them or not) except tenant's
or trade fixtures and fittings
3 all landscaped areas within the Premises
4 all fences and gates forming the boundaries of the Premises
5 all other structures and appurtenances at any time on or enjoyed by the
Premises
PART 2
EASEMENTS AND RIGHTS GRANTED
1 The right to place a sign on the Premises, subject to the Landlord's
approval (such approval not to be unreasonably withheld or delayed) of
its design, giving the name and business of the occupier of the
Premises
2 The right in common with all other so entitled at all times and for all
purposes with or without motor vehicles for the Tenant and all parties
authorised by the Tenant to pass and ▇▇▇▇▇▇ over the Access Road in
order to gain access to and from the Premises
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PART 3
EXCEPTIONS AND RESERVATIONS
Excepting and reserving in favour of the Landlord and its tenants agents and
licensees and those authorised by the Landlord and all other persons who now
have or may hereafter be granted similar rights:
1. the full free and uninterrupted passage and running of water soil gas
telephone electricity telecommunication and all other services and
supplies of whatsoever nature from and to the adjoining or neighbouring
property of the Landlord through such of the Conduits serving such
adjoining or neighbouring property which are or may hereafter during
the Perpetuity Period be in on under or over the Premises and the right
of entry onto the Premises for the purpose of inspecting repairing
renewing re-laying cleansing maintaining and connecting up to any such
existing or future Conduits
2. the right at reasonable times and upon reasonable notice (except in
cases of emergency) to enter and remain upon the Premises with all
necessary tools appliances and materials for the purpose of repairing
altering or rebuilding the adjoining or neighbouring property of the
Landlord
3. the right to erect or to consent hereafter to any person erecting a new
building or to alter any building for the time being on the adjoining
or neighbouring property of the Landlord in such manner as the Landlord
or the person or persons exercising such right may think fit and
notwithstanding that such alteration or erection may diminish the
access of light and air enjoyed by the Premises and the right to deal
with the adjoining or neighbouring property of the Landlord as it may
think fit
4. the right to erect scaffolding for the purpose of repairing cleaning
rebuilding renewing or altering any buildings which now or may at any
time during the Term be on the adjoining or neighbouring property of
the Landlord notwithstanding that such scaffolding may restrict the
access to or enjoyment and use of the Premises
5. the right for the Landlord and those authorised by the Landlord to
enter the Premises for the purposes and in the manner mentioned in this
Lease
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PART 4
MATTERS TO WHICH THE PREMISES ARE SUBJECT
1. All rights easements privileges restrictions covenants stipulations and
other matters referred to in the Property and Charges Registers of
Title Number DY303260 save for financial charges (if any)
2. A deed of variation dated 14 August 2001 and made between Derby City
Council (1) and Cedar House Investments Limited together with all deeds
and documents referred to therein or supplemental or ancillary thereto
3. A second deed of variation dated 14 August 2001 and made between Derby
City Council (1) and Cedar House Investments Limited together with all
deeds and documents referred to therein or supplemental or ancillary
thereto
4. A third deed of variation dated 14 August 2001 and made between Derby
City Council (1) and Cedar House Investments Limited together with all
deeds and documents referred to therein or supplemental or ancillary
thereto
5. A transfer dated 14 August 2001 and made between Cedar House
Investments Limited (1) and Messrs. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and Davies
(2) together with all deeds and documents referred to therein or
supplemental or ancillary thereto
SCHEDULE 2
GUARANTEE PROVISIONS
1. That the Tenant will at all times during the period in respect of which
the Tenant is liable under the covenants herein contained pay the rents
reserved by this Lease on the days and in manner herein provided for
and will duly observe and perform all the covenants and conditions
contained in this Lease and on the part of the Tenant to be observed
and performed and that if the Tenant shall during such period default
in any respect to pay the said rents or any of them in the manner
aforesaid or to observe and perform the said covenants and conditions
or any of them the Guarantor will on demand fully observe
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perform and discharge the same and without prejudice to the generality
of the foregoing the Guarantor hereby further covenants by way of
primary obligation and not merely liability as a guarantor or merely
collateral to that of the Tenant to pay and make good to the Landlord
forthwith on demand any losses costs damages and expenses occasioned to
the Landlord arising out of or by reason of any default of the Tenant
in respect of any of its obligations under the terms and provisions of
this Lease during the said period or in respect of any judgment or
order made against the Tenant during the said period and any neglect or
forbearance on the part of the Landlord in enforcing or giving time for
or other indulgence in respect of the observance or performance of any
of the said agreements provisions and conditions (other than a release
given under seal) and (subject to the provisions of the ▇▇▇▇ ▇▇▇) any
variation of the terms of this Lease shall not release the Guarantor
from its liability under the agreements or guarantee on its part
contained in this Lease
2. That if during such period as aforesaid:
2.1 the Tenant shall go into liquidation and the liquidator
disclaims this Lease or
2.2 the Tenant is dissolved or struck off the register and the
Crown disclaims this Lease or
2.3 the Tenant ceases for any reason to be or to remain liable
under this Lease or to maintain its corporate existence
(otherwise than by merger consolidation or other similar
corporate transaction in which the surviving corporation
assumes or takes over all the liabilities of the Tenant under
this Lease) or
2.4 this Lease shall be forfeited or otherwise prematurely
determined
the Landlord may within six months following any such event by notice
in writing require the Guarantor to enter into a lease in the like form
as this Lease for the residue of the Contractual Term unexpired at the
date of such event (or which but for any such disclaimer forfeiture or
other event would have remained unexpired) but with the Guarantor as
tenant thereunder at the same rents and subject to the like covenants
provisions and conditions as are herein contained as a substitute in
all respects for the Tenant under this Lease and so that every Review
Date thereunder shall occur on the same date as every Review Date
hereunder shall occur or would but for any such disclaimer forfeiture
or other event have occurred (the said new lease and the rights and
liabilities thereunder to take effect as from
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the date of such disclaimer forfeiture or other event) and the
Guarantor shall thereupon execute and deliver to the Landlord a
counterpart of the new lease in exchange for the relevant lease
executed by the Landlord and contemporaneously therewith the Guarantor
as tenant shall pay the first instalments of the rents due
3. That if the Landlord shall not require the Guarantor to take a new
lease the Guarantor shall nevertheless in addition and without
prejudice to the Guarantor's other obligations under this Lease upon
demand pay to the Landlord a sum equal to the difference between any
money received by the Landlord for the use or occupation of the
premises and the rents and all other sums that would have been payable
under this Lease at the times and in the manner at and in which the
same would have been so payable in respect of the period of 12 months
from and including the date of disclaimer or forfeiture or (if sooner)
until the Landlord shall have granted a lease of the Premises to a
third party
4. That the Guarantor shall be jointly and severally liable with the
Tenant (whether before or after any disclaimer by a liquidator or
trustee in bankruptcy) for the fulfilment of all the Tenant's covenants
conditions and other provisions contained in this Lease and the
Landlord in the enforcement of its rights may proceed against the
Guarantor as if the Guarantor was named as the Tenant in this Lease
5. That the Guarantor waives any right to require the Landlord to proceed
against the Tenant or to pursue any other remedy of any kind which may
be available to the Landlord before proceeding against the Guarantor
6. That the Guarantor shall not claim in any liquidation bankruptcy
administration receivership composition or arrangement of the Tenant in
competition with the Landlord and shall remit to the Landlord the
proceeds of all judgments and all distributions it may receive from any
liquidator trustee in bankruptcy administrator administrative receiver
or supervisor of the Tenant and shall hold for the sole benefit of the
Landlord all security and rights the Guarantor may have over assets of
the Tenant while any liabilities of the Tenant or the Guarantor to the
Landlord remain outstanding
7. That this guarantee shall subsist for the benefit of the successors and
assigns of the Landlord under this Lease without the necessity for any
assignment of it
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EXECUTED (but not delivered until the date )
hereof) as a deed by Cedar House Investments )
Limited acting by two directors or one )
director and the secretary: )
Director
Director/Secretary
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EXECUTED (but not delivered until the date )
hereof) as a deed by ▇▇▇▇▇.▇▇▇ Limited )
acting by either two Directors or a Director )
and its Company Secretary )
Director
Director/Secretary
EXECUTED (but not delivered until the date )
hereof) as a deed by ▇▇▇▇▇.▇▇▇ Inc. by the )
affixing of its Common Seal in the presence )
of: )
Director
Director/Secretary
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