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EXHIBIT 10.31
Dated 14th February 1997
(1) KENBURGH LAND & PROPERTIES LIMITED
AND
(2) TCSI CORPORATION
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LEASE
relating to ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇
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Term commences : 14th February 1997
Length of Term : 10 Years
Review : 5 Years
Term determines : 13.2 2007 (or 13.2 2002 at Tenant's Qualified
Option)
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INDEX
Particulars 1
Definitions 2
Interpretation 6
Demise 8
The Tenant's Covenants 9
Rent 9
Outgoings and VAT 9
Electricity gas and other services consumed 10
Repair cleaning decoration etc 10
Waste and alterations 11
Aerials signs and advertisements 13
Statutory obligations 13
Access of Landlord and notice to repair 14
Alienation 15
Nuisance etc and residential restrictions 19
Landlord's costs 19
The Planning Acts 20
Plans documents and information 22
Indemnities 22
Reletting boards 23
Encroachments 23
Yield up 23
Interest on arrears 24
Statutory notices etc 24
Keyholders 25
Sale of reversion etc 25
Defective premises 25
New guarantor 25
Landlord's rights 26
The User Covenants and the Service Charge 26
The Landlord's Covenants 26
Quiet enjoyment 26
Observe and perform obligations 27
Other Leases 27
Insurance 27
Warranty re convictions 27
Landlord to insure 27
Details of the Insurance 28
Payment of Insurance Rent 29
Suspension of Rent 29
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Reinstatement and termination if prevented 30
Tenant's insurance covenants 33
The Guarantor's Covenants 35
Provisos 35
Re-entry 35
Party walls 37
Covenants relating to adjoining premises 37
Disputes with adjoining occupiers 37
Effect of waiver 38
Rights easements etc. 38
Accidents 38
Perpetuity period 38
Exclusion of use warranty 39
Entire understanding 39
Representations 39
Licences etc under hand 39
Tenant's property 39
Compensation on vacating 40
Service of notices 40
Stamp Duty Certificate 41
Break Clause 41
THE FIRST SCHEDULE 43
The Premises 43
THE SECOND SCHEDULE 44
Appurtenant Rights 44
THE THIRD SCHEDULE 45
Exceptions and Reservations 45
THE FOURTH SCHEDULE 47
Rent and Rent Review 47
THE FIFTH SCHEDULE 53
User Covenants 53
THE SIXTH SCHEDULE 54
The Guarantor's Covenants 54
THE SEVENTH SCHEDULE 56
Service Charge 56
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THIS LEASE is made the 14th day of February 1997.
BETWEEN:
(1) KENBURGH LAND & PROPERTIES LIMITED whose registered office is at ▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ (Company Number 13532) ("the
Landlord")
(2) TCSI CORPORATION registered in England and Wales as a branch of an
overseas company (Company Number FC019158 and Branch Number BRN03395
whose registered office is at ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ in
England and Wales ("the Tenant")
1. Particulars
"BUILDING" ALL THAT land and buildings known ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shown for the purpose of
identification only edged with a thick black line
on the Plan
"CONTRACTUAL TERM" 10 years commencing on 14th day of February 1997
"DECORATING YEARS" 2002 and the last year of the Contractual Term
"INITIAL RENT" For the period commencing on the first day of the
Contractual Term and ending on 13th of June
1997 a peppercorn and thereafter (subject to the
provisions for the review of the rent) pound
sterling 39,500.00 (Thirty Nine Thousand Five
Hundred Pounds) per year
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"SERVICE CHARGE" The service charge payable in accordance with the
Seventh Schedule
"INTEREST RATE" 4% per year above the base lending rate of Lloyds
Bank PLC or such other bank as the Landlord may
from time to time nominate in writing
"PERMITTED USER" Offices or such use that falls within Class B1 of
the schedule to the Town and Country Planning (Use
Classes) Order 1987 (to which the provisions of
clause 3.14 shall not apply) as the Landlord shall
from time to time approve such approval not to be
unreasonably withheld or delayed
"PREMISES" The First Floor of the Building more particularly
defined in the First Schedule
"RENT COMMENCEMENT DATE" The date of commencement of the Contractual Term
"RENT PAYMENT DATES" 29th September, 25th December, 25th March and 24th
June
"REVIEW DATE" 14th February 2002
2. DEFINITIONS
2.1 For all purposes of this lease the terms defined in clauses 1 and 2
and the Seventh Schedule have the meanings specified
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2.2 'the Accountant' means any suitably professionally qualified person
or firm appointed by the Landlord (including an employee of the
Landlord or a Group Company) to perform any of the functions of the
Accountant under the lease
2.3 'Adjoining Property' means any neighbouring or adjoining land or
premises (excluding the remainder of the Building) in which the
Landlord or a Group Company has a freehold or leasehold interest or
in which during the Term the Landlord or a Group Company shall have
acquired a freehold or leasehold interest
2.4 'Common Parts' means the pedestrian ways forecourts car parks
landscaped areas entrance halls landings lifts lift shafts staircases
passages and any other areas in the Building which are from time to
time during the Term provided by the Landlord for common use and
enjoyment by the tenants and occupiers of the building and all
persons expressly or by implication authorised by them
2.5 'Group Company' means a company that is a member of the same group as
the Landlord within (or the Tenant for the purposes of clauses 5.9.10
and 9.17) the meaning of Section 42 of the 1954 Act
2.6 'the Guarantor's Covenants' mean the covenants set out in the Sixth
Schedule and which are entered into by the Guarantor with the
Landlord and without the need for express assignment with all its
successors in title
2.7 'the Insurance Rent' means:
2.7.1 the proportion reasonably attributable to the Premises
(based upon the ratio which the net lettable floor area
of the Premises bears to the net lettable floor area of
the building) of the sums which the Landlord shall from
time to time properly pay by way of premium (such
proportion to be determined from time to time by the
Surveyor acting as an expert and not as an arbitrator):
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2.7.1.1 for insuring the Building (including insuring
for two years loss of Rent)
2.7.1.2 and for insuring in such amount and on such
terms as the Landlord shall consider
appropriate against all liability of the
Landlord to third parties arising out of or in
connection with any matter including or
relating to the Building
2.7.2 all of any increased premium payable by reason of any act
or omission of the Tenant
2.8 'Insured Risks' means fire lightning explosion aircraft (including
articles dropped from aircraft) riot civil commotion malicious
persons earthquake storm tempest flood bursting and overflowing of
water pipes tanks and other apparatus and impact by road vehicles and
such other risks as the Landlord from time to time in its absolute
discretion may think fit to insure against
2.9 'Interest means interest during the period from the date on which the
payment is due to the date of payment both before and after any
judgment at the Interest Rate then prevailing or should the base rate
referred to in the definition of Interest Rate cease to exist such
other rate of interest as is most closely comparable with the
Interest Rate to be agreed between the parties or in default of
agreement to be determined by the Accountant acting as an expert and
not as an arbitrator
2.10 'the 1954 Act' means the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
2.11 'Other Buildings' means any building or buildings now or at any time
during the Term erected on the Adjoining Property
2.12 'Pipes' means all pipes sewers drains mains ducts conduits gutters
watercourses
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wires cables channels flues and all other conducting media and
includes any fixings louvres cowls and any other ancillary apparatus
2.13 'the Plan' means the plan annexed to this lease
2.14 'the Planning Acts' means the Town and Country Planning ▇▇▇ ▇▇▇▇ the
Planning (Listed Buildings and Conservation Areas) ▇▇▇ ▇▇▇▇ the
Planning (Hazardous Substances) ▇▇▇ ▇▇▇▇ and the Planning and
Compensation ▇▇▇ ▇▇▇▇
2.15 'Rent' means the Initial Rent and rent ascertained in Accordance with
the Fourth Schedule and such term includes neither the Service charge
nor the Insurance Rent but the term 'rents' includes Rent Service
Charge and the Insurance Rent
2.16 'Retained Parts' means all parts of the Building not let or
constructed or adapted for letting including (but without prejudice
to the generality of the above):
2.16.1 the Common Parts
2.16.2 any staff rooms and storage premises used in connection
with the provision of services for the Building
2.16.3 all Pipes equipment and apparatus on or serving the
Building (except such as are within and solely serve the
Premises or another part of the Building which is let or
constructed or adapted for letting)
2.16.4 all parts of the main structure walls foundations and
roofs of the Building (except such as are included in the
Premises or would be included in the premises demised by
the leases of all the other parts of the Building if let
upon the same terms as this lease)
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2.17 'Surveyor' means any suitably professionally qualified person or firm
appointed by or acting for the Landlord to perform any of the
functions of the Surveyor under this lease (including an employee of
the Landlord or a Group Company and including also the person or firm
appointed by the Landlord to collect the rents)
2.18 'the User Covenants' means the covenants set out in the Fifth
Schedule
3. INTERPRETATION
3.1 The expressions the 'Landlord' and the 'Tenant' wherever the
context so admits include the person for the time being entitled to
the reversion immediately expectant on the determination of the Term
and the Tenant's successors in title respectively and any reference
to a superior landlord includes the Landlord's immediate reversioner
(and any superior landlords) at any time
3.2 Where the Landlord the Tenant or the Guarantor for the time being are
two or more persons obligations expressed or implied to be made by or
with such party are deemed to be made by or with such persons jointly
and severally
3.3 Words importing one gender include all other genders and words
importing the singular include the plural and vice versa
3.4 The expression 'Guarantor' includes not only the person referred to
at (3) above (if any) but also any person who enters into covenants
with the Landlord in respect of obligations or liabilities arising
out of or in connection with this Lease and/or and dealing with the
Premises (in whole or part)
3.5 References to the 'Premises' in the absence of any provision to the
contrary include any part of the Premises
3.6 The expression the 'Term' includes the Contractual Term and any
period of
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holding-over or extension or continuance of the Contractual Term
whether by statue or common law
3.7 References to 'the last year of the Term' include the last year of
the Term if the Term shall determine otherwise than by effluxion of
time and references to 'the expiration of the Term' include such
other determination of the Term
3.8 References to any right of the Landlord to have access to the
Premises shall be construed as extending to any superior landlord and
any mortgagee of the Premises and to all persons authorised by the
Landlord and any superior landlord or mortgagee (including agents
professional advisers contractors workmen and others) where such
superior lease or mortgage grants such rights of access to the
superior landlord or mortgagee
3.9 Any covenant by the Tenant not 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 by another person where the Tenant is aware that such act or
thing is being done
3.10 Any provisions in this lease relating to the consent or approval of
the Landlord shall be construed as also requiring the consent or
approval of any mortgagee of the Premises and any superior landlord
where such consent or approval shall be required and the landlord
shall (after it has where required given its consent in principle
under the terms of this lease) use all reasonable endeavours to
obtain such consent or approval with all due expedition but nothing
in this lease shall be construed as implying that any obligation is
imposed upon any mortgagee or any superior landlord not unreasonably
to refuse any such consent or approval
3.11 References to 'consent of the Landlord' or words to similar effect
mean a consent in writing signed by or on behalf of the Landlord and
to 'approved' and 'authorised' or words to similar effect mean (as
the case may be) approved or authorised in writing by or on behalf of
the Landlord.
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3.12 The terms 'the parties' or 'party' mean the Landlord and/or the
Tenant but except where there is an express indication to the
contrary exclude the guarantor
3.13 'Development' has the meaning given by the Town and Country ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ Section 55
3.14 Any references to a specific statue include any statutory extension
or modification amendment or re-enactment of such statute and any
regulations or orders made under such statue and any general
reference to 'statute' or 'statutes' includes any regulation or
orders made under such statue or statues
3.15 References in this lease to any clause sub-clause or Schedule without
further designation shall be construed as a reference to the clause
sub-clause or Schedule to this lease so numbered
3.16 The clause paragraph and Schedule headings and the table of contents
do no form part of this lease and shall not be taken into account in
its construction or interpretation
4. DEMISE
The Landlord demises to the Tenant the Premises TOGETHER with the rights
specified in the Second Schedule EXCEPTING AND RESERVING to the Landlord the
rights specified in the third Schedule TO HOLD the premises to the Tenant
for the contractual Term SUBJECT to all matters contained in or referred to
in the Landlord's freehold title number SK155551 and all rights easements
privileges restrictions covenants and stipulations of whatever nature
affecting the Premises YIELDING AND PAYING to the Landlord
4.1 The Rent payable together with any Value Added Tax thereon (if
applicable) without any deduction (except where lawfully made
pursuant to statute) by
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equal quarterly payments in advance on the Rent Payment Dates in
every year and proportionately for any period of less than a year the
first such payment being a proportionate sum in respect of the period
from and including the Rent Commencement Date to and including the
day before the Rent Payment Date next after the Rent Commencement
Date to be paid on the date of this lease and
4.2 By way of further rent the Insurance Rent payable on demand in
accordance with clause 7 and the Service Charge payable in accordance
with the Seventh Schedule and any Value Added Tax payable hereunder
5. THE TENANT'S COVENANTS
The Tenant covenants with the Landlord:
5.1 RENT:
5.1.1 to pay the rents on the days and in the manner set out in this lease
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
5.1.2 if so required in writing by the Landlord to make such payments by
banker's order or credit transfer to any bank and account that the
Landlord may from time to time nominate
5.2 OUTGOINGS AND VAT:
To pay and to indemnify the Landlord against:
5.2.1 all rates taxes assessments duties charges impositions and outgoings
which are now or during the Term shall be charged assessed or imposed
upon the Premises or upon the owner or occupier of them
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excluding any payable by the Landlord occasioned by receipt of the
rents or by any disposition of dealing with or ownership of any
interest reversionary to the interest created by this lease and 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,
and
5.2.2 VAT (or any tax of a similar nature that may be substituted for it or
levied in addition to it) chargeable in respect of any payment made
by the Tenant under any of the terms of or in connection with this
lease or in respect of any payment made by the Landlord where the
Tenant agrees in this lease to reimburse the Landlord for such
payment
5.3 ELECTRICITY GAS AND OTHER SERVICES CONSUMED:
To pay to the suppliers and to indemnify the Landlord against all charges
for electricity gas and other services consumed or used at or in relation to
the Premises (including meter rents)
5.4 REPAIR CLEANING DECORATION ETC:
5.4.1 To repair the Premises and keep them in repair excepting damage
caused by an Insured Risk or damage arising out of any inherent
defect in the Building other than where the insurance money is
irrecoverable in consequence of any act or default of the Tenant or
anyone at the Premises expressly or by implication with the Tenant's
authority
5.4.2 To replace from time to time the Landlord's fixtures and fittings in
the Premises which may be or become beyond repair at any time during
or at the expiration of the Term
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5.4.3 To clean the Premises and keep them in a clean condition and to clean
both sides of the doors and door frames and the inside of the windows
and window frames in the Premises as often as is reasonably necessary
but in any event (and without prejudice to the generality of the
foregoing) at least once in every three months
5.4.4 Not to cause the Common Parts or any other land roads or pavements
adjoining the Building to be untidy or in a dirty condition and in
particular (but without prejudice to the generality of the above) not
to deposit on them refuse or other materials
5.4.5 In each of the Decorating Years to redecorate the Premises in a good
and workmanlike manner and with appropriate materials of good quality
to the reasonable satisfaction of the Surveyor any change of tints
colours and patterns of such decoration to be approved by the
Landlord such approval not to be unreasonably withheld or delayed
provided that the covenants relating to the last year of the
Contractual Term shall not apply where the Tenant shall have
performed the obligation in question less than 18 months prior to the
expiry of the Contractual Term
5.5 WASTE AND ALTERATIONS
5.5.1 Not to:
5.5.1.1 commit any waste
5.5.1.2 make any addition to the Premises
5.5.1.3 unite the Premises with any adjoining premises
5.5.1.4 make any alteration to the Premises save as permitted by
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the following provisions of this clause
5.5.2 Not to make internal non-structural alterations to the Premises
without:
5.5.2.1 obtaining and complying with all necessary consents of any
competent authority and paying all charges of any such
authority in respect of such consents
5.5.5.2 making an application to the Landlord supported by drawings
and where appropriate a specification in duplicate prepared
by an architect (who shall supervise the work throughout to
completion)
5.5.2.3 paying the fees of the Landlord any superior landlord any
mortgagee and their respective professional advisers and
5.5.2.4 entering into such covenants as the Landlord may reasonably
require as to the execution and reinstatement of the
alterations and in the case of any works of a substantial
nature the Landlord may require prior to the commencement
of such works the provision by the Tenant of adequate
security in the form of a deposit of money or the provision
of a bond as assurance to the Landlord that any works which
may from time to time be permitted by the Landlord shall be
fully completed
PROVIDED THAT the Landlord's consent shall not be required to the
erection and removal of internal demountable partitioning PROVIDED
THAT such partitioning complies with the obligations contained in
clauses 5.7.3 and 5.12.1 of this Lease
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5.5.3 Unless otherwise directed in writing by the Landlord to remove any
additional buildings additions alterations or improvements made to
the Premises at the expiration of the Term and to make good any part
or parts of the Premises which may be damaged by such removal
5.5.4 Not to make connection with the Pipes that serve the Premises
otherwise than in accordance with plans and specifications approved
by the Landlord such approval not to be unreasonably withheld or
delayed subject to the Tenant's having previously obtained consent to
make such connection from the competent statutory authority or
undertaker
5.6 AERIALS SIGNS AND ADVERTISEMENTS
5.6.1 Not to erect any pole mast or wire (whether in connection with
telegraphic telephonic radio or television communication or
otherwise) upon the Premises
5.6.2 Not to affix to or exhibit on the outside of the Premises or to or
through any window of the Premises nor display anywhere on the
Premises any placard sign notice fascia board or advertisement except
any sign permitted by virtue of any consent given by the Landlord
pursuant to a covenant contained in this lease
5.7 STATUTORY OBLIGATIONS
5.7.1 At the Tenant's own expense to execute all works and provide and
maintain all arrangements upon or in respect of the premises or the
use to which the Premises are being put that are required in order to
comply with the requirements of any statute (already or in the future
to be passed) or any government department, local authority other
public or competent authority or court of competent jurisdiction
regardless of whether such requirements are imposed on the lessor the
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lessee or the occupier
5.7.2 Not to do in or near the Premises any act or thing by reason of which
the Landlord may under any statute incur have imposed upon it or
become liable to pay any penalty damages compensation costs charges
or expenses
5.7.3 Without prejudice to the generality of the above to comply in all
respects with the provisions of any statues and any other obligations
imposed by law or by any byelaws applicable to the Premises or in
regard to carrying on the trade or business for the time being
carried on the Premises
5.8 ACCESS OF LANDLORD AND NOTICE TO REPAIR
5.8.1 To permit the Landlord at reasonable times and (except in cases of
emergency) upon prior reasonable notice in writing:
5.8.1.1 to enter upon the Premises for the purpose of ascertaining
that the covenants and conditions of this lease have been
observed and performed
5.8.1.2 to view (and to open up floors and other parts of the
premises where such opening-up is essential in order to
view) the state of repair and condition of the Premises
and
5.8.1.3 to give to the Tenant (or leave upon the Premises) a
notice specifying any repairs cleaning maintenance or
painting that the Tenant has failed to execute in breach
of the terms of this lease and to request the tenant as
soon as reasonably practicable (except in the case of
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emergency when the Tenant shall execute the same
immediately) to execute the same including the making good
of such opening-up (if any)
PROVIDED THAT any such opening-up shall be made good by and at the
cost of the Landlord where such opening-up reveals no breaches of the
terms of this lease
PROVIDED ALWAYS THAT in exercising the rights hereunder the Landlord
shall use reasonable endeavours to ensure that there is as little
disruption and interference to the Tenant's business as is reasonably
possible
5.8.2 If within two months of the service of such a notice the Tenant shall
not have commenced and be proceeding diligently with the execution of
the work referred to in the notice or shall fail to complete the work
within three months to permit the Landlord to enter the Premises to
execute such work as may be necessary to comply with the notice and
to pay to the Landlord the cost of so doing and all expenses incurred
by the Landlord (including legal costs and surveyors fees) on written
demand
5.9 ALIENATION
5.9.1 Not to hold on trust for another or (save pursuant to a transaction
permitted by and effected in accordance with the provisions of this
lease) part with the possession of the whole or any part of the
Premises or permit another to occupy the whole or any part of the
Premises
5.9.2 Not to assign underlet or charge part only of the Premises except as
permitted clause 5.9.4
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5.9.3 Not to assign underlet or charge the whole of the Premises without
the prior consent of the Landlord such consent not to be unreasonably
withheld or delayed on condition that in the case of an assignment
the Tenant enters into an authorised guarantee agreement in the form
provided for in the sixth Schedule in respect of the assignee's
liabilities pursuant to the Landlord and Tenant 9covenants) ▇▇▇ ▇▇▇▇
section 16, the condition being imposed for the purpose of the
Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ section 19(1A)
5.9.4 Not to underlet part of the Premises other than one part thereof
comprising not more than 40% of the area of the Premises by one
underletting subject to the consent of the Landlord (such consent not
to be unreasonably withheld or delayed) and subject to such
underletting being granted so as to exclude the security provisions
of the 1954 Act by way of an order granted pursuant to s.38 of the
1954 Act
5.9.5 Prior to any permitted assignment to procure that the assignee enters
into direct covenants with the Landlord to perform and observe all
the Tenant's covenants and all other provisions during the residue of
the Term
5.9.6 On a permitted assignment to a limited company and if the Landlord
shall so reasonably require to procure that at least two directors of
the company or some other guarantor or guarantors acceptable to the
Landlord enter into direct covenants with the Landlord in the form of
the Guarantor's Covenants
5.9.7 That each and every permitted underlease shall be granted without any
fine or premium at a rent not less than the then open market rental
value of the Premises or that part of the Premises to be underlet or
the Rent (apportioned if only part of the Premises are underlet) then
being paid (whichever shall be the greater) such rent being payable
in
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advance on the days on which Rent is payable under this lease and
shall contain provisions approved by the Landlord:
5.9.7.1 for the upwards only review of the rent reserved by such
underlease on the basis and on the date on which the Rent
is to be reviewed in this lease
5.9.7.2 prohibiting the undertenant from doing or allowing any act
or thing in relation to the underlet premises inconsistent
with or in breach of the provisions of this lease
5.9.7.3 for re-entry by the underlandlord on breach of any
covenant by the undertenant
5.9.7.4 imposing an absolute prohibition against all dispositions
of or other dealings whatever with the Premises other than
an assignment of the whole
5.9.7.5 prohibiting any assignment of the whole without the prior
consent of the Landlord under this lease (such consent not
to be unreasonably withheld or delayed) and providing that
on any assignment the assigning undertenant enters into an
authorised guarantee agreement with the underlandlord in
respect of the liabilities of the assignee
5.9.7.6 prohibiting the undertenant form permitting another to
occupy the whole or any part of the Premises (otherwise
than as permitted in this clause 5.9)
5.9.7.7 imposing in relation to any permitted assignment the
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same obligations for registration with the Landlord as are
contained in this lease in relation to dispositions by the
Tenant
5.9.8 That on the occasion of the grant of any underlease and on any
assignment of any underlease the Tenant procures that the undertenant
enters into a covenant directly with the Landlord to observe and
perform the covenants in this Lease (other than the covenant to pay
rent) (so far as applicable in the case of an underletting of part to
the underlet part)
5.9.9 To enforce the performance and observance by every such undertenant
of the provisions of the underlease and not at any time either
expressly or by implication to waive any breach of the covenants or
conditions on the part of any undertenant or assignee of any
underlease nor (without the consent of the Landlord such consent not
to be unreasonably withheld or delayed) to vary the terms or accept a
surrender of any permitted underlease
5.9.10 Notwithstanding clause 5.9.1 the Tenant may share the occupation of
the whole or any part of the Premises with a Group Company so long as
such company remains a Group Company and otherwise than in a manner
that transfers or creates a legal estate and provided that the Tenant
gives the Landlord notice forthwith of the commencement or
termination of any sharing
5.9.11 Within 10 days of any assignment charge underlease or sub-underlease
or any transmission or other devolution relating to the Premises to
produce for registration with the Landlord's solicitor two certified
copies of such deed or document and to pay the Landlord's solicitors
reasonable charges for the registration of every such document
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5.10 NUISANCE ETC AND RESIDENTIAL RESTRICTIONS
5.10.1 Not to do nor allow to remain upon the Premises anything which may
be or become or cause a nuisance annoyance disturbance inconvenience
injury or damage to the Landlord or its tenants or the owners or
occupiers of adjacent or neighbouring premises
5.10.2 Not to use the Premises for a sale by auction or for any dangerous
noxious noisy or offensive trade business manufacture or occupation
nor for any illegal or immoral act or purpose
5.10.3 Not to use the premises as sleeping accommodation or for residential
purposes nor keep or allow any animal reptile or bird anywhere on
the Premises
5.11 LANDLORD'S COSTS
To pay to the Landlord all costs fees charges disbursements and expenses
(including without prejudice to the generality of the above those payable
to counsel solicitors surveyors and bailiffs) properly and reasonably
incurred by the Landlord in relation to or incidental to:
5.11.1 every application made by the Tenant for a consent or licence of
this lease whether such consent or licence is granted or refused or
proffered subject to any lawful qualification or condition or
whether the application is withdrawn
5.11.2 the preparation and service of a notice under the Law of Property
▇▇▇ ▇▇▇▇ Section 146 or incurred in proceedings under Sections 146
or 147 of that Act notwithstanding that forfeiture is avoided
otherwise than by relief granted by the court
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5.11.3 any breach by the Tenant of any covenant contained in this lease
whether for the payment of rents or otherwise whatsoever
5.11.4 any steps (the Landlord acting reasonably) taken in contemplation of
or in connection with the preparation and service of a Schedule of
dilapidations during or within 4 months after the expiration of the
Term but if after the expiration of the Term only in respect of
wants of repair occurring during the Term
5.12 THE PLANNING ACTS
5.12.1 Not to commit any breach of planning control (such term to be
construed as it is used in the Planning Acts) and to comply with the
provisions and requirements of the Planning Acts that affect the
Premises whether as to the Permitted User or otherwise and to
indemnify (both during or following the expiration of the Term) and
keep the Landlord indemnified against all liability whatsoever
including costs and expenses in respect of any contravention
5.12.2 At the expense of the Tenant to obtain all planning permissions and
to serve all such notices as may be required for the carrying out of
any operations or user on the Premises which may constitute
Development provided that no application for planning permission
shall be made without the previous consent of the Landlord such
consent not to be unreasonably withheld or delayed in any case where
the application for and implementation of such planning permission
will not create or give rise to any tax or other fiscal liability
for the Landlord or where the Tenant indemnifies the Landlord
against such liability
5.12.3 Subject only to any statutory direction to the contrary to pay and
satisfy any charge or levy that may subsequently be imposed under
the Planning Acts in respect of the carrying out or maintenance of
any such
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operations or the commencement or continuance of any such user
5.12.4 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 until:
5.12.4.1 all necessary notices under the Planning Acts have been
served and copies produced to the Landlord
5.12.4.2 all necessary permissions under the Planning Acts have
been obtained and produced to the Landlord and
5.12.4.3 the Landlord has acknowledged that every necessary
planning permission is acceptable to it such
acknowledgement not to be unreasonably withheld the
Landlord being entitled to refuse to acknowledge its
acceptance of a planning permission on the grounds that
any condition contained in it or anything omitted from it
or the period referred to in it would or might be
prejudicial to the Landlord's interest in the Premises the
building or any Adjoining Property whether during or
following the expiration of the Term
5.12.5 Unless the Landlord shall otherwise direct to carry out and complete
before the expiration of the Term:
5.12.5.1 any works stipulated to be carried out to the Premises by
a date subsequent to such expiration as a condition of any
planning permission granted for any Development begun
before the expiration of the Term and
5.12.5.2 any Development begun upon the Premises in respect of
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which the Landlord shall or may be or become liable for
any charge or levy under the Planning Acts
5.12.6 In any case where a planning permission is granted subject to
conditions and if the Landlord reasonably so requires to provide
security for the compliance with such conditions and not to
implement the planning permission until security has been provided
5.13 PLANS DOCUMENTS AND INFORMATION
5.13.1 To produce to the Landlord or the Surveyor all plans documents and
other evidence as the Landlord may reasonably require in order to
satisfy itself that the provisions of this lease have been complied
with
5.13.2 To furnish to the Landlord the Surveyor or any person acting as the
third party determining the Rent in default of agreement between the
parties under any provision for rent review contained in this lease
such information as may reasonably be requested in writing in
relation to any pending or intended step under the 1954 Act or the
implementation of any provisions for rent review
5.14 INDEMNITIES
To be responsible for and to keep the Landlord fully indemnified against
all damage damages losses costs expenses actions demands proceedings
claims and liabilities made against or suffered or incurred by the
Landlord arising directly or indirectly out of:
5.14.1 any act omission or negligence of the Tenant or any persons at the
Premises expressly or impliedly with the Tenant's authority or
5.14.2 any breach or non-observance by the Tenant of the covenants
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conditions or other provisions of this lease or any of the matters
to which this demise is subject
5.15 RELETTING BOARDS
To permit the Landlord at any time during the last 6 months of the
Contractual Term and at any time thereafter unless the Tenant shall have
made a valid court application under Section 24 of the 1954 Act or
otherwise be entitled in law to remain in occupation or to a new tenancy
of the Premises to enter upon the Premises and affix and retain anywhere
upon the exterior of the Premises a notice for reletting the Premise and
during such period to permit persons with the written authority of the
Landlord or its agent at reasonable times of the day to view the Premises
5.16 ENCROACHMENTS
5.16.1 Not to stop up darken or obstruct any windows or light belonging
to the Premises save temporarily during the course of repair
5.16.2 To take all reasonable steps to prevent any new window light
opening doorway path passage pipe or other encroachment or
easement being made or acquired in against out of or upon the
Premises and to notify the Landlord immediately upon becoming
aware of the same if any such encroachment or easement shall be
made or acquired (or attempted to be made or acquired) and at the
request of the Landlord to adopt such means as shall be reasonably
required to prevent such encroachment or the acquisition of any
such easement
5.17 YIELD UP
At the expiration of the Term:
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5.17.1 to yield up the Premises in repair and in accordance with the
terms of this lease
5.17.2 to give up all keys of the Premises to the Landlord and
5.17.3 to remove all signs erected by the Tenant in upon or near the
Premises or the Building and immediately to make good any damage
caused by such removal
5.18 INTEREST ON ARREARS
5.18.1 If the Tenant shall fail to pay the rents or any other sum due
under this lease within 14 days of the date due (whether formally
demanded or not in the case Rent) the Tenant shall pay to the
Landlord Interest on the rents or other sum from the date when
they were due to the date on which they are paid and such Interest
shall be deemed to be rents due to the Landlord
5.18.2 Nothing in the preceding clause shall entitle the Tenant to
withhold or delay any payment of the rents or any other sum due
under this lease after the date upon which they fall due or in any
way prejudice affect or derogate from the rights of the Landlord
in relation to such non-payment including (but without prejudice
to the generality of the above) under the provision for re-entry
contained in this lease
5.19 STATUTORY NOTICES ETC
To give full particulars to the Landlord of any notice direction order or
proposal for the Premises made given or issued to the Tenant by any local
or public authority within 7 days of receipt and if so required by the
Landlord to produce it to the Landlord and without delay to take all
necessary steps to comply with the notice direction or order and at the
request and cost of the
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Landlord to make or join with the Landlord in making such objection or
representation against or in respect of any notice direction order or
proposal as the Landlord shall deem expedient and where the Tenant
reasonably considers that any such objections or representations are in
its best interests or those of any undertenant
5.20 KEYHOLDERS
To ensure that at all times the Landlord has and the local Police force
has written notice of the name home address and home telephone number of
at least 2 keyholders of the Premises
5.21 SALE OF REVERSION ETC
To permit upon reasonable notice at reasonable times of the day during
the Term prospective purchasers of or agents instructed in connection
with the sale of the Landlord's reversion or of any other interest
superior to the Term to view the Premises without interruption provided
they are authorised in writing by the Landlord or its agents
5.22 DEFECTIVE PREMISES
Immediately upon becoming aware of the same (or when the Tenant ought
reasonably to have become aware of the same) to give notice to the
Landlord of any defect in the Premises which might give rise to an
obligation on the Landlord to do or refrain from doing any act or thing
in order to comply with the provisions of this lease or the duty of care
imposed on the Landlord pursuant to the Defective Premises Act 1972 or
otherwise and at all times to display all notices which the Landlord may
from time to time require to be displayed at the Premises
5.23 NEW GUARANTOR
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Within 14 days of the death during the Term of any personal guarantor or
of such person becoming bankrupt or having a receiving order made against
him or having a receiver appointed under the Mental Health ▇▇▇ ▇▇▇▇ or
being a company passing a resolution to wind up or entering into
liquidation or having a receiver appointed to give notice of this to the
Landlord and if so required by the Landlord by notice to the Tenant given
within 60 days to procure some other person acceptable to the Landlord
such acceptance not to be unreasonably withheld to execute a guarantee in
respect of the Tenant's obligations contained in this lease in the form
of the Guarantor's Covenants
5.24 LANDLORD'S RIGHTS
To permit the Landlord at all times during the Term to exercise without
interruption or interference any of the rights granted to it by virtue of
the provisions of this lease
5.25 THE USER COVENANTS AND THE SERVICE CHARGE
5.25.1 to observe and perform the User Covenants
5.25.2 to observe and perform its obligations contained in the Seventh
Schedule
6. THE LANDLORD'S COVENANTS
The Landlord covenants with the Tenant:
6.1 QUITE ENJOYMENT
To permit the Tenant peaceably and quietly to hold and enjoy the Premises
without any interruption or disturbance from or by the Landlord or any
person
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claiming under or in trust for the Landlord
6.2 OBSERVE AND PERFORM OBLIGATIONS
To observe and perform its obligations contained in the Seventh Schedule
and that the Landlord shall make up from its own monies any portion of
the gross Annual Expenditure which would be fairly paid by an occupier of
any part of the building intended to be let but for such part being void
or unlet
6.3 OTHER LEASES
To use its reasonable endeavours to enforce the covenants on the part of
the tenants contained in other leases of the Building
7. INSURANCE
7.1 Warranty re convictions
The Tenant warrants that prior to the execution of this lease it has
disclosed to the Landlord in writing any conviction judgement or finding
of any court or tribunal relating to the Tenant (or any director other
officer or major shareholder of the Tenant) of such a nature as to be
likely to affect the decision of any insurer or underwriter to grant or
to continue insurance of any of the Insured Risks
7.2 LANDLORD TO INSURE
The Landlord covenants with the Tenant:
7.2.1 to insure the building unless such insurance shall be vitiated by
any act of the tenant or by anyone at the Premises expressly or by
implication with the Tenant's authority
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7.2.2 to produce to the Tenant within a reasonable period of time
following demand by the Tenant a copy of the policy and the last
premium renewal receipt or other good evidence and detail of the
terms of the policy
7.2.3 to notify the Tenant of any change in the risks covered by the
policy from time to time
7.2.4 to use its reasonable endeavours to procure either that the
interest of the Tenant and any undertenant and its or their
mortgagees are noted or endorsed on the policy or that the
insurers issue a waiver of subrogation rights as regards the
Tenant any undertenant and its or their mortgagees
7.2.5 not to do anything that causes the policy to become void or
voidable whether wholly or in part
7.3 DETAILS OF THE INSURANCE
Insurance shall be effected:
7.3.1 in such reputable insurance office or with such underwriters and
through such agency as the Landlord may from time to time decide
7.3.2 for the following sums:
7.3.2.1 such sum as the Landlord shall from time to time be
advised by the surveyor as being the full cost of
rebuilding and reinstatement including architects'
surveyors' and other professional fees payable upon any
applications for planning permission or other permits or
consents that may be required in relation to the
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rebuilding or reinstatement of the Building the cost of
debris removal demolition site clearance any works that
may be required by statue and incidental expenses and
7.3.2.2 the loss of Rent and Service Charge payable under this
lease from time to time (having regard to any review of
Rent which may become due under this lease) for two
years or such longer period as the Landlord may from
time to time reasonably deem to be necessary for the
purposes of the planning and carrying out the rebuilding
or reinstatement
7.3.3 against damage or destruction by the Insured Risks to the extent
that such insurance may ordinarily be arranged for properties
such as the Building with an insurer of repute and subject to
such excesses exclusions or limitations as the insurer may
require
7.4 PAYMENT OF INSURANCE RENT
The Tenant shall pay the Insurance Rent on the date of this lease for
the period from and including the Rent Commencement Date to the day
before the next policy renewal date and subsequently the Tenant shall
pay the Insurance Rent on demand and (if so demanded) in advance but not
more than 2 months in advance of the policy renewal date
7.5 SUSPENSION OF RENT
7.5.1 if and whenever during the Term:
7.5.1.1 the Building or any part of the Building or its
essential accesses or services are damaged or destroyed
by any of the Insured Risks (except one against which
insurance
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may not ordinarily be arranged with an insurer of repute
for properties such as the Premises unless the Landlord
has in fact insured against that risk) so that the
Premises or any part of them are unfit for occupation or
use or inaccessible and
7.5.1.2 to the extent that payment of the insurance money is not
refused in whole or in part by reason of any act or
default of the Tenant or anyone at the Premises
expressly or by implication with the Tenant's authority
the provisions of clause 7.5.2 shall have effect
7.5.2 When the circumstances contemplated in clause 7.5.1 arise the
Rent and Service Charge or a fair proportion of the Rent and
Service Charge according to the nature and the extent of the
damage sustained shall cease to be payable until the Building or
the affected part shall have been rebuilt or reinstated so that
the Premises are made fit for occupation or use or for a period
equal to the period for which the Landlord has insured against
loss of Rent and Service Charge whichever period is the shorter
(the amount of such proportion and the period during which the
Rent shall cease to be payable to be determined in the event of
dispute by the Surveyor acting as an expert and not as an
arbitrator)
7.6 REINSTATEMENT AND TERMINATION IF PREVENTED
7.6.1 If and whenever during the Term:
7.6.1.1 the Building or any part thereof or its essential
accesses or services are damaged or destroyed by any of
the Insured Risks (except one against which insurance
may
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not ordinarily be arranged with an insurer of repute for
properties such as the Premises unless the Landlord has
in fact insured against that risk) and
7.6.1.2 the payment of the insurance money is not refused in
whole or in part by reason of any act or default of the
Tenant or anyone at the Premises expressly or by
implication with the Tenant's authority
the Landlord shall use all reasonable endeavours to obtain all
planning permissions or other permits and consents that may be
required under the Planning Acts or other statutes (if any) to
enable the Landlord to rebuild and reinstate ("the Permissions")
7.6.2 Subject to the provisions of clauses 7.6.3 and 7.6.4 the
Landlord shall as soon as the Permissions have been obtained or
immediately where no Permissions are required apply all money
received in respect of such insurance (except sums in respect of
loss of Rent) in rebuilding or reinstating the Building
including essential accesses and services so destroyed or
damaged making up any difference between the cost of rebuilding
and reinstating and the money received out of the Landlord's own
money
7.6.3 For the purposes of this clause the expression 'Supervening
Events' means:
7.6.3.1 the Landlord has failed despite using all reasonable
endeavours to obtain the Permissions
7.6.3.2 any of the Permissions have been granted subject to a
lawful condition with which in all the circumstances it
would be unreasonable to expect the Landlord to comply
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7.6.3.3 some defect or deficiency in the site upon which the
rebuilding or reinstatement is to take place would mean that
the same could only be undertaken at a cost that would be
unreasonable in all the circumstances
7.6.3.4 the Landlord is unable to obtain access to the site for the
purposes of rebuilding or reinstating
7.6.3.5 the rebuilding or reinstating is prevented by war act of God
Government action strike lock-out or
7.6.3.6 any other circumstances beyond the control of the Landlord
7.6.4. The Landlord shall not be liable to rebuild or reinstate the Premises
or the Retained Parts if and for so long as such rebuilding or
reinstating is prevented by Supervening Events
7.6.5 If upon the expiry of a period of 2 years commencing on the date of
the damage or destruction the Building including essential accesses
and services have not been rebuilt or reinstated so that the Premises
are fit for the Tenant's occupation and use either party may by notice
served at any time within 6 months of the expiry of such period invoke
the provisions of clause 7.6.6
7.6.6 Upon service of a notice in accordance with clause 7.6.5:
7.6.6.1 the Term will absolutely cease but without prejudice to any
rights or remedies that may have accrued to either party
against the other
7.6.6.2 all money received in respect of the insurance effected
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by the Landlord pursuant to this clause shall
belong to the Landlord
7.6.6.3. refund a fair proportion of the Rent Service
Charge and the Insurance Rent paid in respect
of the Premises from the date of the damage or
destruction
7.7 TENANT'S INSURANCE COVENANTS
The Tenant covenants with the Landlord:
7.7.1 to comply with all the requirements and recommendations of the
insurers
7.7.2 not to do or omit anything that could cause any policy of
insurance on or in relation to the Premises to become void or
voidable wholly or in part nor (unless the Tenant shall have
previously notified the Landlord and have agreed to pay the
increased premium) anything by which additional insurance
premiums may become payable
7.7.3 to keep the Premises supplied with such fire fighting equipment
as the insurers and the fire authority may require and to
maintain such equipment to their satisfaction and in efficient
working order and at least once in every 12 months to cause any
sprinkler system and other fire fighting equipment to be
inspected by a competent person
7.7.4. not to store or bring onto the Premises any article substance or
liquid of a specially combustible inflammable or explosive
nature and to comply with the requirements and recommendations
of the fire authority and the insurers as to fire precautions
relating to the Premises
7.7.5 not to obstruct the access to any fire equipment or the means of
escape
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from the Premises nor to lock any fire door while the Premises
are occupied
7.7.6 to give notice to the Landlord immediately upon becoming aware
of the happening of any event which might affect any insurance
policy on or relating to the Premises or upon the happening of
any event against which the Landlord may have insured under this
lease
7.7.7 immediately to inform the Landlord in writing of any conviction
judgement or finding of any court or tribunal relating to the
Tenant (or any director other officer or major shareholder of
the Tenant) of such a nature as to be likely to affect the
decision of any insurer or underwriter to grant or to continue
any such insurance
7.7.8 if at any time the Tenant shall be entitled to the benefit of
any insurance on the Premises (which is not effected or
maintained in pursuance of any obligation contained in this
lease) to apply all money received by virtue of such insurance
in making good the loss or damage in respect of which such money
shall have been received
7.7.9 if and whenever during the Term the Premises or any part of them
are damaged or destroyed by an Insured Risk and the insurance
money under the policy of insurance effected by the Landlord
pursuant to its obligations contained is this lease is by reason
of any act or default of the Tenant or anyone at the Premises
expressly or by implication with the Tenant's authority wholly
or partially irrecoverable immediately in every such case (at
the option of the Landlord) either:
7.7.9.1 to rebuild and reinstate at its own expense the Premises
or the part destroyed or damaged to the reasonable
satisfaction and under the supervision of the surveyor
the Tenant being allowed towards the expenses of so
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doing upon such rebuilding and reinstatement being
completed the amount (if any) actually received by the
Landlord in respect of such destruction or damage under
any such insurance policy or
7.7.9.2 to pay to the Landlord on demand with Interest the
amount of such insurance money so irrecoverable in which
even the provisions of clauses 7.5 and 7.6 shall apply
7.7.10 if and whenever during the Term the Premises or any part of them
are damaged or destroyed by an Insured Risk and the policy of
insurance shall be subject to an excess in respect thereof to
pay to the Landlord on demand the amount or the proportion
reasonably attributable to the Premises of the excess (such
proportion to be determined by the Surveyor acting as an expert
and not as an arbitrator)
7.7.11 to insure and at all times keep insured the Premises against all
third party public and occupiers liability risks of the Tenant
in such sum as the Landlord shall from time to time reasonably
require
8. THE GUARANTOR'S COVENANTS
The Guarantor covenants with the Landlord to observe and perform the
Guarantor's Covenants so that the Guarantor is liable whilst the Lease
remains vested in the Tenant and during any extended period whilst the
Tenant is bound by the Tenant Covenants herein.
9. PROVISOS
9.1 Re-entry
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If and whenever during the Term:
9.1.1 the rents (or any of them or any part of them) under this lease
are outstanding for 10 days after becoming due whether formally
demanded or not or
9.1.2 there is a breach by the Tenant of the Guarantor of any covenant
or other term of this lease or any document expressed to be
supplemental to this lease or
9.1.3 an individual Tenant:
9.1.3.1 becomes bankrupt or
9.1.3.2 has an interim receiver of its property appointed or
9.1.3.3 has a bankruptcy order made in respect of it
9.1.4 a company Tenant:
9.1.4.1 enters into liquidation whether compulsory or voluntary
(but not if the liquidation is for amalgamation or
reconstruction of a solvent company) or
9.1.4.2 has a receiver appointed
9.1.4.3 has an administration order made in respect of it or
9.1.4.4 has any person become entitled to exercise the powers
conferred on an administrative receiver in respect of it
or
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9.1.4.5 ceases to exist or is struck off the register of
companies.
9.1.5 the Tenant enters into an arrangement for the benefit of its
creditors or
9.1.6. the Tenant has any distress or execution levied on its goods
the Landlord may re-enter the Premises (or any part of them in the name
of the whole) at any time (and even if any previous right of re-entry
has been waived) and then the Term will absolutely cease but without
prejudice to any rights or remedies which may have accrued to the
Landlord against the Tenant or the Guarantor in respect of any breach of
covenant or other term of this lease (including the breach in respect of
which the reentry is made)
9.2 PARTY WALLS
The internal non-load bearing walls that divide the Premises from other
parts of the Building shall be deemed to be party walls within the
meaning of the Party Wall etc ▇▇▇ ▇▇▇▇ and shall be maintained at the
equally shared expense of the Tenant and the other respective estate
owners.
9.3 COVENANTS RELATING TO ADJOINING PREMISES
Nothing contained in or implied by this lease shall give the Tenant the
benefit of or the right to enforce or to prevent the release or
modification of any covenant agreement or condition entered into by any
tenant of the Landlord in respect of any other part of the Building or
the Adjoining Property.
9.4 DISPUTES WITH ADJOINING OCCUPIERS
If any dispute arises between the Tenant and the tenants or occupiers of
other parts of the Building or the Adjoining Property as to any easement
right or privilege in connection with the use of the Premises and any
other part of the
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Building or Adjoining Property or as to any boundary structures
separating the Premises from any other property it shall be decided by
the Landlord or in such manner as the Landlord shall direct
9.5 EFFECT OF WAIVER
Each of the Tenants covenants shall remain in full force both at law and
in equity notwithstanding that the Landlord shall have waived or
released temporarily any such covenant or waived or released temporarily
or permanently revocably or irrevocably and similar covenant or
covenants affecting any other part of the Building or the Adjoining
Property
9. RIGHTS EASEMENTS ETC.
The operation of the Law of Property ▇▇▇ ▇▇▇▇ Section 62 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
whatever to any easement from or over or affecting any other part of the
Building or the Adjoining Property
9.7 ACCIDENTS
The Landlord shall not be responsible to the Tenant or to anyone at the
Premises or the Building expressly or by implication with the Tenant's
authority for any accident happening or injury suffered or for any
damage to or loss of any chattel sustained in the Premises or the
Building except where such injury damage or loss is caused as a result
of a breach of any of the Landlord's covenants herein contained.
9.8 PERPETUITY PERIOD
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The perpetuity period applicable to this lease shall be 80 years from
the commencement of the Contractual Term and whenever in this lease
either party is granted a future interest there shall be deemed to be
included in respect of every such grant a provision requiring that
future interest to vest within the stated period and for it to be void
for remoteness if it shall not have so vested.
9.9 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 lawfully be used
under the Planning Acts for the purpose authorised in this lease (or any
purpose subsequently authorised)
9.10 ENTIRE UNDERSTANDING
This lease embodies the entire understanding of the parties relating to
the Premises and to all the matters dealt with by any of the provisions
of this lease
9.11 REPRESENTATIONS
The tenant acknowledges that this lease has not been entered into in
reliance wholly or partly on any statement or representation made by or
on behalf of the Landlord
9.12 LICENCES ETC UNDER HAND
Whilst the Landlord is a limited company or other corporation all
licences consents approvals and notices required to be given by the
Landlord shall be sufficiently given if given under the hand of a
director the secretary or other duly authorised officer of the Landlord
9.13 TENANT'S PROPERTY
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If after the Tenant has vacated the Premises on the expiry of the Term
any property of the Tenant remains in or on the Premises and the Tenant
fails to remove it within 7 days after being requested in writing by the
Landlord to do so or if the Landlord is unable to make such a request to
the Tenant within 7 days from the first attempt so made by the Landlord:
9.13.1 the Landlord may as the agent of the Tenant sell such property
and the Tenant will indemnify the Landlord against any liability
incurred by it 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
9.13.2 if the Landlord having made reasonable efforts is unable to
locate the Tenant the Landlord shall be entitled to retain such
proceeds of sale absolutely unless the Tenant shall claim them
within 6 months of the date upon which the Tenant vacated the
Premises and
9.13.3 the Tenant shall indemnify the Landlord against any damage
occasioned to the Premises and any actions claims proceedings
costs expenses and demands made against the Landlord caused by
or related to the presence of the property in or on the Premises
9.14 Compensation on vacating
Any statutory right of the Tenant to claim compensation from the
landlord on vacating the Premises is excluded to the extent that
the law allows
9.15 SERVICE OF NOTICES
The provisions of the Law of Property ▇▇▇ ▇▇▇▇ Section 196 as amended by
the Recorded Delivery Service ▇▇▇ ▇▇▇▇ shall apply to the giving and
service
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of all notices and documents under or in connection with this lease
except that Section 196 shall be deemed to be amended as follows:
9.15.1 the final words of Section 196(4)"...and that service.... be
delivered" shall be deleted and there shall be substituted
"...and that service shall be deemed to be made on the third
Working Day after the registered letter has been posted 'Working
Day' meaning any day from Monday to Friday (inclusive) other
than Christmas Day Good Friday and any statutory bank or public
holiday"
9.15.2 any notice or document shall also be sufficiently served on a
party if served on solicitors who have acted for that party in
relation to this lease or the Premises at any time within the
year preceding the service of the notice or document
9.15.3 any notice or document shall also be sufficiently served if sent
by telex telephonic facsimile transmission or any other means of
electronic transmission to the party to be served (or its
solicitors where clause 9.15.2 applies) and that service shall
be deemed to be made on the day of transmission if transmitted
before 4pm on a Working Day but otherwise on the next following
Working Day (as defined above) and in this clause "party"
includes the Guarantor
9.16 STAMP DUTY CERTIFICATE
The parties certify that there is no Agreement for Lease to which this
Lease give effect
9.17 BREAK CLAUSE
If the Tenant (meaning in this sub-clause TCSI Corporation to the intent
that this break right shall be personal to TCSI Corporation) wishes to
determine this
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lease on the expiry of the fifth year of the Contractual Term and shall:
9.17.1 Give to the Landlord not less than one year's and three days'
prior notice in writing; and
9.17.2 Not less than 28 days prior to the expiry of the fifth year of
the Contractual Term pay to the Landlord the sum of L39,500.00
(Thirty Nine Thousand Five Hundred Pounds) plus VAT (if
applicable) (which for the avoidance of doubt is payable in
addition to and not instead of Rent); and
9.17.3 Up to the time of such determination pay the rents and
substantially perform and observe the obligations and covenants
contained in this lease
then upon the expiry of such notice the Contractual Term shall
immediately cease and determine but without prejudice to the respective
rights of either party in respect of any antecedent claim or breach of
covenant
IN WITNESS of which this deed has been executed (but not delivered until) the
day and year first above written
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THE FIRST SCHEDULE
THE PREMISES
ALL THAT part of the Building for the purpose of identification only edged red
on the Plan and including:
1. The inner surface of and the paint paper and other decorative finishes
and the plaster applied to the interior of the external walls of the
Building but not any other part of the external walls.
2. The floor finishes so that the lower limit of the Premises includes such
finishes but does not extend to anything below them
3. The ceiling finishes so that the upper limit of the Premises includes
such finishes but does not extend to anything above them but including
the entirety of all suspended ceilings and the void above them
4. The entirety of any non load-bearing internal walls wholly within the
Premises
5. The inner half severed medially of the internal non load-bearing walls
dividing the Premises from other parts of the Building
6. The doors and windows and the doors and window frames
7. All additions and improvements to the Premises
8. All the Landlord's fixtures and fittings and fixtures of every kind
which shall from time to time be in or upon the Premises whether
originally affixed or fastened to or upon the Premises or otherwise
except any such fixture installed by the Tenant that can be removed from
the Premises without defacing the same
9. Any Pipes wholly in or on the Premises that exclusively serve the
Premises
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THE SECOND SCHEDULE
APPURTENANT RIGHTS
Rights granted to the Tenant (in common with the Landlord and all others
entitled and only in so far as the Landlord is entitled to grant)
1. PIPES
The right to the free passage and running (subject to temporary
interruption for repair alteration or replacement) of water sewage gas
electricity telephone and all other services or supplies to and from the
Premises in and through the Pipes that now (or at any time during the
Term) serve the Premises presently (or at any time during the Term) laid
in on under or over other parts of the Building and (if any) the
Adjoining Property
2. COMMON PARTS
The right for the Tenant and all persons expressly or by implication
authorised by the Tenant to use the Common Parts for all proper purposes
in connection with the use and enjoyment of the Premises
3. SUPPORT
The right of support and protection for the benefit of the Premises as
is now enjoyed from all other parts of the Building
4. CAR PARKING
The right to the exclusive use of 16 car parking spaces in the car park
adjacent to the Building shown edged blue on the attached plan PROVIDED
THAT the Landlord may relocate the parking spaces numbered 45-47
inclusive to elsewhere within the car
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park
THE THIRD SCHEDULE
EXCEPTIONS AND RESERVATIONS
Rights excepted and reserved from the demise in favour of the Landlord and all
others now entitled or who may become entitled
1. ACCESS
1.1 The right at any reasonable time during the Term upon prior
reasonable notice except in cases of emergency to enter (or in
cases of emergency to break and enter) the Premises:
1.1.1 to inspect the condition and state of repair of the
Premises
1.1.2 to inspect cleanse connect to lay repair remove replace
with others alter or execute any works whatever to or in
connection with the Pipes easements services or supplies
referred to in paragraphs 2 and 3 of this Schedule
1.1.3 to view the state and condition of and to carry out work
of any kind to the Building and any Other Buildings
where such viewing or work could not otherwise be
conveniently carried out
1.1.4 to carry out work or do anything whatever comprised
within the Landlord's obligations in this lease
1.1.5 to take schedules or inventories of fixtures and other
items to be yielded up on the expiry of the Term and
1.1.6 to exercise any of the rights granted to the Landlord
elsewhere in this
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lease
1.2 The right with the Surveyor and the third party determining the
Rent in default of agreement between the parties under any
provisions for rent review contained in this lease at reasonable
hours on reasonable prior notice to enter and inspect and
measure the Premises for all purposes connected with any pending
or intended step under the 1954 Act or the implementation of the
provisions for rent review
2. USE OF PIPES
The right to the free and uninterrupted passage and running of water
sewage gas electricity telephone and other services or supplies from and
to other parts of the Building or (if any) the Adjoining Property in and
through the Pipes which now are or may be during the Term in on under or
over the Premises
3. RIGHT TO CONSTRUCT PIPES
The right to construct and to maintain in on under or over the Premises
at any time during the Term any Pipes for the provision of services or
supplies to any other part of the Building or (if any) the Adjoining
Property
4. LIGHT
Full right and liberty at any time after the date of this lease:
4.1 to alter raise the height of or rebuild the Building (and such
expression here excluding the Premises) or any of the Other
Buildings
4.2 to erect buildings on the Adjoining Property of any height in
such manner as it shall think fit notwithstanding the fact that
the same may obstruct affect or interfere with the amenity of or
the access to the Premises or the passage of
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light and air to the Premises PROVIDED THAT the same shall not
materially affect or interfere with the amenity of or access to
the Premises or the passage of light or air to the Premises
5. SCAFFOLDING
The right to erect scaffolding for any purpose connected with or related
to the Building (and (if any) the Other Buildings) notwithstanding that
such scaffolding may temporarily restrict the access to or use and
enjoyment of the Premises
6. SUPPORT
The right of light air support protection shelter and all other
easements and rights now or after the date of this lease belonging to or
enjoyed by other parts of the Building
THE FOURTH SCHEDULE
RENT AND RENT REVIEW
1. DEFINITIONS
1.1 The terms defined in this paragraph shall for all purposes of
this Schedule have the meanings specified
1.2 'Review Period' means the period between the Review Date
(inclusive) and the expiry of the Contractual Term (inclusive)
1.3 'the Assumptions' means the following assumptions at the Review
Date:
1.3.1 that no work has been carried out on the Premises by the
Tenant it's subtenants or their predecessors in title
during the Term which has diminished the rental value of
the Premises
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1.3.2 that if the Premises have been destroyed or damaged they
have been fully restored
1.3.3 that the covenants contained in this Lease on the part
of the Landlord (other than material breaches of
covenant notified to the Landlord or the Landlord's
agents) and the Tenant have been fully performed and
observed
1.3.4 that the Premises are available to let in the open
market at the Review Date by a willing landlord to a
willing tenant by one lease without a premium being paid
by either party and with vacant possession
1.3.5 that the Premises are ready for and fitted out and
equipped for immediate occupation and use for the
purpose or purposes required by the willing tenant and
that all the services required for such occupation and
use are connected to the Premises
1.3.6 that the lease referred to in paragraph 1.3.4 contains
the same terms as this Lease except the amount of the
Initial Rent and any rent free period allowed to the
Tenant for fitting out the Premises for its occupation
and use at the commencement of the Term but including
the provisions for rent review on the Review Date and
except as set out in paragraph 1.3.7
1.3.7 that the term of the lease referred to in paragraph
1.3.4 is equal in length to the Contractual Term (with a
rent review every five years) and that such term begins
on the Review Date and that the rent shall commence to
be payable from that date and that the years during
which the tenant covenants to decorate the Premises are
at similar intervals after the beginning of the term of
such lease as those specified in this Lease
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1.4 'the Disregarded Matters' means:
1.4.1 any effect on rent of the fact that the Tenant his
subtenants or their respective predecessors in title
have been in occupation of the Premises or any part
thereof
1.4.2 any goodwill attached to the Premises by reason of the
carrying on at the Premises of the business of the
Tenant his subtenants or their predecessors in title in
their respective businesses
1.4.3 any increase in rental value of the Premises
attributable to the existence at the Review Date of any
improvement to the Premises carried out with consent
where required otherwise than in pursuance of an
obligation to the Landlord or his predecessors in title
either:
1.4.3.1 by the Tenant his subtenants or their respective
predecessors in title or by any lawful occupiers
during the Term or during any period of
occupation prior to the Term arising out of an
agreement to grant
1.4.3.2 by any tenant or subtenant of the Premises or by
any lawful occupiers before the commencement of
the Term so long as the Landlord or his
predecessors in title have not since the
improvement was carried out had vacant
possession of the relevant part of the Premises
1.5 'the President' means the President for the time being of the
Royal Institution of Chartered Surveyors the duly appointed
deputy of the President or any person authorised by the
President to make appointments on his behalf
1.6 'the Expert' means an independent valuer appointed by agreement
between the parties or in the absence of agreement within 14
days of one party giving
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notice to the other of his nomination or nominations nominated
by the President on the application of either party made not
earlier than 6 months before the relevant Review Date or at any
time afterwards.
2. ASCERTAINING THE RENT
2.1 The Rent during the Review Period shall be a rent equal to the
greater of:
2.1.1 The Rent payable immediately prior to the Review Date or
if payment of Rent has been suspended pursuant to the
proviso to that effect contained in this Lease the Rent
which would have been payable had there been no such
suspension and
2.1.2 Such amount as may be ascertained in accordance with
this Schedule
2.2 Such revised Rent for the Review Period may be agreed in writing
at any time between parties or (in the absence of agreement)
will be determined not earlier than the Review Date by the
Expert
2.3 The revised Rent to be determined by the Expert shall be such as
he shall decide (acting as an expert and not as an arbitrator)
to be the rent at which the Premises might reasonably be
expected to be let on the open market at the Review Date making
the Assumptions but disregarding the matters detailed in
paragraph 1.4 of this Schedule and defined as "Disregarded
Matters"
2.4
2.4.1 The Expert will afford each of the parties an
opportunity to make written representations to him but
will not be in any way limited or fettered by such
representations and will be entitled to rely on his own
judgement an option
2.4.2 If the Expert dies or refuses to act or becomes
incapable of acting or
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if he fails to publish his determination within 3 months
of the date upon which he accepted the appointment
either party may apply to the President to discharge the
Expert and appoint another in his place
2.5 Whenever the Rent shall have been ascertained in accordance with
this Schedule memoranda to this effect shall be signed by or on
behalf of the parties and annexed to this Lease and its
counterpart and the parties shall bear their own costs in this
respect.
3. EXPERT'S FEES
3.1 The fees and expenses of the Expert including the cost of his
appointment shall be borne equally by the parties who shall
otherwise bear their own costs
3.2 If one party shall upon publication of the Expert's
determination pay all the Expert's fees and expenses such party
shall be entitled to recover (in default of payment within 21
days of a demand to that effect in the case of the Landlord as
Rent in arrears or in the case of the Tenant by deduction from
Rent) half of them from the other party
4. ARRANGEMENTS PENDING ASCERTAINMENT OF REVISED RENT
If the revised Rent payable during any Review Period has not been
ascertained by the relevant Review Date Rent shall continue to be
payable at the rate previously payable such payments being on account of
the Rent for the that Review Period
5. PAYMENT OF REVISED RENT
5.1 If the revised Rent shall be Ascertained on or before the Review
Date and that date is not a Rent Payment Date the Tenant shall
on the Review Date pay to the Landlord the amount by which one
rental period's Rent at the rate payable on the immediately
preceding Rent Payment Date is less than one rental
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period's Rent at the Rate of the revised Rent apportioned on a
daily basis from and including the Review Date to the day before
the next following quarter day
5.2 If the revised Rent payable during the successive Review Period
has not been ascertained by the Review Date then within 10 days
after the date when the same has been agreed between the parties
or the date upon which the Expert's determination shall be
received by or otherwise made known to the Tenant the Tenant
shall pay to the Landlord:
5.2.1 any shortfall between the Rent which would have been
paid on the Review Date and on any subsequent Rent
Payment Dates had the revised rent been ascertained on
or before the Review Date and the payments made by the
Tenant on account and
5.2.2 interest at 3% below the Interest Rate prevailing on the
day upon which the shortfall is paid in respect of each
instalment of Rent due on or after the Review Date on
the amount by which the instalment of revised Rent which
would have been paid on the Review Date or such Rent
Payment Date exceeds the amount paid on account and such
interest shall be payable for the period from the date
upon which the instalment was due up to the date of
payment of the shortfall
6. ARRANGEMENTS WHEN INCREASING RENT PREVENTED ETC
6.1 If at the Review Date there shall be in force a statute which
shall prevent restrict or modify the Landlord's right to review
the Rent in accordance with this Lease and/or to recover any
increase in the Rent the Landlord shall when such restriction or
modification is removed relaxed or modified be entitled (but
without prejudice to his rights (if any) to recover any Rent the
payment of which has only been deferred by law) on giving not
less than one month's nor more than 3 months' notice in writing
to the Tenant at any time within 6 months (time being of the
essence of the contract) of the restriction or
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modification being removed relaxed or modified to invoke the
provisions of paragraph 6.2
6.2 Upon the service of a notice pursuant to paragraph 6.1 the
Landlord shall be entitled:
6.2.1 to proceed with any review of the Rent which may have
been prevented or further to review the Rent in respect
of any review where the Landlord's right was restricted
or modified and the date of expiry of such notice shall
be deemed for the purposes of this Lease to be a Review
Date (provided that without prejudice to the operation
of this paragraph nothing in this paragraph shall be
construed as varying any subsequent Review Dates)
6.2.2 to recover any increase in Rent with effect from the
earliest date permitted by law
THE FIFTH SCHEDULE
USER COVENANTS
1. USE
Not to use the Premises otherwise than for the Permitted Use
2. TAKE PRECAUTIONS
2.1 To take all necessary precautions against frost damage to the
Pipes exclusively serving the Premises
2.2 To take all necessary care and precautions to avoid water damage
to any other part of the Building by reason of bursting or
overflowing of any pipe or water apparatus in the Premises
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3. UNLOADING
Not to load or unload any goods or materials onto or from vehicles and
convey the same from and into the Building and the Premises except
through the entrances designated as "Service Entrances" on the Plan and
by means of any lift designated for such purposes
4. REGULATIONS
To comply with all reasonable regulations made by the Landlord from time
to time for the management of the Building and notified to the Tenant in
writing provided that nothing in the regulations shall purport to amend
the terms of this lease and in the event of any inconsistency between
the terms of this lease and the regulations the terms of this lease
shall prevail
THE SIXTH SCHEDULE
THE GUARANTOR'S COVENANTS
1. TO PAY OBSERVE AND PERFORM
That during the Term the Tenant shall punctually pay the rents and
observe and perform the covenants and other terms of this lease and if
at any time during the Term the Tenant shall make any default in payment
of the rents or in observing or performing any of the covenants or other
terms of this lease the Guarantor will pay the rents and observe or
perform the covenants or terms in respect of which the Tenant shall be
in default and make good to the Landlord on demand and indemnify the
Landlord against all losses damages costs and expenses arising or
incurred by the Landlord as a result of such non-payment non-performance
or non-observance notwithstanding:
1.1 any time or indulgence granted by the Landlord to the Tenant or
any neglect or forbearance of the Landlord in enforcing the
payment of the rents or the
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observance or performance of the covenants or other terms of
this lease or any refusal by the Landlord to accept rents
tendered by or on behalf of the Tenant at a time when the
Landlord was entitled (or would after the service of a notice
under the Law of Property ▇▇▇ ▇▇▇▇ Section 146 have been
entitled) to re-enter the Premises
1.2 that the terms of this lease may have been varied by agreement
between the parties provided such variation is not prejudicial
to the Guarantor
1.3 that the Tenant shall have surrendered part of the Premises
in which event the liability of the Guarantor under this lease
shall continue in respect of the part of the premises not so
surrendered after making any necessary apportionments under the
Law of Property ▇▇▇ ▇▇▇▇ Section 140 and
1.4 any other act or thing by which but for this provision the
Guarantor would have been released other than a variation of the
terms of this lease agreed between the parties that is
prejudicial to the Guarantor
2. TO TAKE LEASE FOLLOWING DISCLAIMER
That if at any time during the Term the Tenant (being an individual)
shall become bankrupt or (being a company) shall enter into liquidation
and the trustee in bankruptcy or liquidator shall disclaim this lease
the Guarantor shall if the Landlord shall by notice within 60 days after
such disclaimer so require take from the Landlord a lease of the
Premises for the residue of the Contractual Term which would have
remained had there been no disclaimer at the rent then being paid under
this lease and subject to the same covenants and terms as in this lease
(except that the Guarantor shall not be required to procure that any
other person is made a party to that lease as guarantor) such new lease
to take effect from the date of such disclaimer and in such case the
Guarantor shall pay the costs of such new lease and execute and deliver
to the Landlord a counterpart of it
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3. TO MAKE PAYMENTS FOLLOWING DISCLAIMER
That if this lease shall be disclaimed and for any reason the Landlord
does not require the Guarantor to accept a new lease of the Premises in
accordance with paragraph 2 above the Guarantor shall pay to the
Landlord on demand an amount equal to the difference between any money
received by the Landlord for the use or occupation of the Premises and
the rents in both cases for the period commencing with the date of such
disclaimer and ending on whichever is the earlier of the following
dates:
3.1 the date 6 months alter such disclaimer and
3.2 the date (if any) upon which the Premises are re let
THE SEVENTH SCHEDULE
SERVICE CHARGE
PART A
DEFINITIONS
1. "Services" means the services facilities and amenities specified in Part
C of this Schedule
2. "Computing Date" means 1st April in every year of the Term or such other
date as the Landlord may from time to time reasonably nominate and
"Computing Dates" shall be construed accordingly
3. "FINANCIAL YEAR" MEANS THE PERIOD:
3.1 from the commencement of the Term to and including the first
Computing Date and subsequently
3.2 between 2 consecutive Computing Dates (excluding the first
Computing Date
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from but including the second Computing Date in the period) and
"Financial Years" shall be construed accordingly.
4. "Gross Annual Expenditure" means in relation to any Financial Year the
aggregate of:
4.1 All costs expenses and outgoings whatever reasonably and
properly incurred by the Landlord during that Financial Year in
or incidentally to providing all or any of the Services and any
VAT payable.
4.2 All costs reasonably and properly incurred by the Landlord
during that Financial Year in relation to the matters specified
in Part D of this Schedule ("Additional Items") and any VAT
payable and
4.3 (when expenditure is incurred in relation to the Building and
other premises) the proportion of such expenditure that is
reasonably attributable to the Building to be determined from
time to time by the Surveyor (acting as an expert and not as an
arbitrator)
4.4 Such sums (if any) as the Landlord shall in its absolute
discretion consider appropriate to charge in that Financial Year
by way of provision for anticipated expenditure in any future
Financial Years in respect to any of the Services or the
Additional Items
but "Gross Annual Expenditure" shall not include (i) any expenditure in
respect of the maintenance or repair of any part of the Building or of
any thing in the Building whose maintenance or repair is the exclusive
responsibility of the Tenant or any other tenant in the Building (ii)
the cost of any works necessitated by inherent defects and (iii) the
cost of the erection completion and decoration (save for redecoration
during the term of this agreement).
5. "Annual Expenditure" means in relation to any Financial Year the Gross
Annual Expenditure for that Financial Year less the aggregate of:
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5.1 (if in the Financial Year in question or in any previous
Financial Year the Landlord has incurred any costs or expenses
in or incidentally to making good any loss or damage covered by
any policy of insurance maintained by the Landlord pursuant to
its obligations in this lease) all (if any) amounts recovered by
the Landlord in the Financial Year in question pursuant to such
policy of insurance and
5.2 (if in the Financial Year in question or in any previous
Financial Year the Landlord has incurred any costs or expenses
in or incidentally to providing any of the Services or in
relation to any of the Additional Items which are recoverable
(in whole or in part) from any person other than the Tenant or
any other tenant in the Building) all (if any) amounts recovered
by the Landlord in the Financial Year in question from any such
person
6. "Service Charge" means a fair and proper proportion reasonably
attributable to the Premises of the Annual Expenditure based upon the
ratio which the net lettable floor area for the time being of the
Premises bears to the net lettable floor area for the time being of the
Building.
PART B
PERFORMANCE OF THE SERVICES AND PAYMENT OF THE SERVICE CHARGE
7. PERFORMANCE OF THE SERVICES
Subject to the Tenant paying to the Landlord the Service Charge and
complying with the covenants and other terms of this lease the Landlord
shall perform the Services throughout the Term in a proper and efficient
manner and (where appropriate) using good and suitable materials
provided that the Landlord shall not be liable to the Tenant in respect
of:
7.1 any failure or interruption in any of the Services by reason of
necessary repair replacement maintenance of any installations or
apparatus or their damage or
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destruction or by reason of mechanical or other defect or
breakdown or frost or other inclement conditions or shortage of
fuel materials water or labour or any other cause beyond the
Landlord's control provided and to the extent that the Landlord
uses and continues to use its reasonable endeavors to restore
the Services in question
7.2 any act omission or negligence of any ▇▇▇▇▇▇ attendant or other
person undertaking the Services or any of them on behalf of the
Landlord
PROVIDED THAT this clause shall no be construed as relieving the a
Landlord from liability for breach by the Landlord of any covenants on
the part of the Landlord contained in this lease
8. PAYMENT OF THE SERVICE CHARGE
8.1 The Landlord shall within 4 months after each Computing Date
prepare and send to the Tenant an account showing the Gross
Annual Expenditure and the Annual Expenditure for the Financial
Year ending on that Computing Date and containing a fair
summary of the expenditure referred to in it and upon such
account being certified by the Accountant it shall be conclusive
evidence for the purposes of this lease of all matters of fact
referred to in the account except in the case of manifest error.
8.2 The Tenant shall pay for each Financial Year (or the apportioned
part thereof) a provisional sum calculated upon a proper
estimate by the Surveyor acting as an expert and not as an
arbitrator of what the Annual Expenditure is likely to be for
that Financial Year by 4 equal quarterly payments on the usual
quarter days (or fewer quarterly payments for a period less than
a calendar year). Each provisional quarterly payment will not
exceed TWO THOUSAND POUNDS (L2,000.00) but this will not prevent
the Landlord from recovering any excess Service Charge pursuant
to clause 8.3.1 below
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8.3 If the Service Charge for any Financial Year shall:
8.3.1 exceed the provisional sum for that Financial Year the
excess shall be due to the Landlord within 10 working
days of demand or
8.3.2 be less than such provisional sum the overpayment shall
be credited to the Tenant against the next quarterly
payment of the Rent and Service Charge except in respect
to the final year of the Term (howsoever determined)
when any such overpayment by the Tenant shall be repaid
to the Tenant within 21 days after the issue of the said
account and certificate.
9. VARIATIONS
The Landlord may withhold add to extend vary or make any alternation in
the rendering of the Services or any of them from time to time if the
Landlord at its absolute discretion deems it desirable to do provided
that the foregoing shall not result in the services being so extended
varied or altered so as materially to affect the Tenant's enjoyment and
occupation of the Premises.
PART C
THE SERVICES
10. MAINTAINING ETC. RETAINED PARTS
Maintaining repairing rebuilding renewing and reinstating (but only
rebuilding or renewing in so far as may be necessary for the purposes of
repair) and where appropriate treating washing down painting and
decorating (to such standard as the Landlord may from time to time
consider adequate) the Retained Parts
11. LIFT
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Providing a lift service by the operation of the lifts now installed in
the Building or by such substituted lifts as the Landlord in its
absolute discretion may from time to time decide to install and for such
hours and times as the Landlord should in its absolute discretion
determine.
12. MAINTAINING ETC APPARATUS PLANT MACHINERY ETC
Inspecting servicing maintaining repairing amending overhauling
replacing and insuring (save in so far as insured under other provisions
of this lease) all apparatus plant machinery and equipment within the
Retained Parts from time to time including (without prejudice to the
generality of the above) lifts lift shafts standby generators and
boilers and items relating to mechanical ventilation heating cooling
public address and closed circuit television
13. MAINTAINING ETC PIPES
Maintaining repairing cleansing emptying draining amending and renewing
all Pipes within the Retained Parts and all other Pipes on any Adjoining
Property which serve the Building
14. MAINTAINING ETC FIRE ALARMS ETC
Maintaining and renewing any fire alarms fire prevention and fire
fighting equipment and ancillary apparatus in the Retained Parts
15. CLEANING ETC RETAINED PARTS
Cleaning treating polishing and lighting the Retained Parts to a good
standard as the Landlord may from time to time consider adequate
16. HEATING ETC
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Providing such mechanical ventilation heating and (if deemed desirable
by the Landlord) cooling for such parts of the Retained Parts and for
such hours and times of year as the Landlord shall in its absolute
discretion determine
17. ORNAMENTAL FEATURES GARDENS ETC
Providing and maintaining (at the Landlords absolute discretion) any
architectural or ornamental features or murals and any plants shrubs
trees or garden or grassed area in the Retained Parts and keeping the
same planted and free from weeds and the grass cut
18. FIXTURES FITTINGS ETC
Supplying providing purchasing hiring maintaining renewing replacing
repairing servicing overhauling and keeping in good and serviceable
order and condition all appurtenances fixtures and fittings bins
receptacles tools appliances materials equipment and other things which
the Landlord may deem desirable or necessary for the maintenance
appearance upkeep or cleanliness of the Building or any part of it
19. WINDOWS
Cleaning as frequently as the Landlord shall in its absolute discretion
consider adequate being no less than once every 3 months the exterior
and interior of all windows and window frames in the Retained Parts and
the exterior of the windows and window frames in the Premises and other
parts of the Building let or constructed or adapted for letting
20. REFUSE
Collecting and disposing of refuse from the Building and the provision
repair maintenance and renewal of plant and equipment for the collection
treatment packaging or disposal of the same
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21. OTHER SERVICES
Any other services relating to the Building or any part of the Building provided
by the Landlord from time to time and not expressly mentioned
PART D
THE ADDITIONAL ITEMS
22. FEES
22.1 The proper and reasonable fees and disbursements (and any VAT
payable on them) of:
22.1.1 The Surveyor the Accountant and any other individual
firm or company employed or retained by the Landlord for
(or in connection with) such surveying or accounting
functions or the management of the Building
22.1.2 The managing agents (whether or not the Surveyor) for or
in connection with:
22.1.2.1 The management of the Building
22.1.2.2 The collection of the rents and all other sums
due to the Landlord from the Tenant
22.1.2.3 The performance of the Services and any other
duties in and about the Building or any part of
it relating to (without prejudice to the
generality of the above) the general management
administration security maintenance protection
and cleanliness of the Building
22.1.3 Any individual firm or company valuing the Building for
the purposes
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of assessing the full cost of rebuilding and
reinstatement
22.1.4 Any individual firm or company providing caretaking or
security arrangements and services to the Building
22.1.5 Any other individual firm or company employed or
retained by the Landlord to perform (or in connection
with) any of the Services or any of the functions or
duties referred to in this paragraph
22.2 The reasonable fees of the Landlord or Group Company for any of
the Services or the other functions and duties referred to in
paragraph 22.1 above that shall be undertaken by the Landlord or
a Group Company and not by a third party
23. STAFF ETC
The cost of employing (whether by the Landlord a Group Company the
managing agents or any other individual firm or company) such staff as
the Landlord may in its absolute discretion deem necessary for the
performance of the Services and other functions and duties referred to
in paragraph 22.1 above and all other incidental expenditure in relation
to such employment including but without prejudice to the generality of
the above
23.1 insurance pension and welfare contributions
23.2 transport facilities and benefits in kind
23.3 the provision of uniforms and working clothing and
23.4 the provision of vehicles tools appliances cleaning and other
materials fixtures fittings and other equipment for the proper
performance of their duties and a store for housing the same
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24. CONTRACTS FOR SERVICES
The proper cost of entering into any contracts for the carrying out of
all or any of the Services and other functions and duties that the
Landlord may in its absolute discretion deem desirable or necessary
25. OUTGOINGS
All rates taxes assessments duties charges impositions and outgoings
which are now or during the Term shall be charged assessed or imposed on
the whole of the Building where there is no separate charge assessment
or imposition on or in respect of an individual unit
26. ELECTRICITY GAS ETC
The cost of the supply of electricity gas oil or other fuel for the
provision of the Services and for all purposes in connection with the
Retained Parts
27. ROAD ETC CHANGES
The amount which the Landlord shall be called upon to pay as a
contribution towards the expense of making repairing maintaining
rebuilding and cleansing any ways roads pavements or structures Pipes or
anything which may belong to or be used for the Building or any part of
it exclusively or in common which other neighbouring or adjoining
premises
28. REGULATIONS
The costs charges and expenses of preparing and supplying to the tenants
copies of any regulations made by the Landlord relating to the Building
or the use of it
29. STATUTORY ETC REQUIREMENTS
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The cost of taking all steps deemed desirable or expedient by the
Landlord for complying with making representations against or otherwise
contesting the incidence of the provisions or any statute byelaw or
notice concerning town planning public health highways streets drainage
or other matters relating to or alleged to relate to the Building or any
part of it for which any tenant is not directly and exclusively liable
30. NUISANCE
The cost to the Landlord of abating a nuisance in respect of the
Building or any part of it in so far as the same is not the liability of
any individual tenant
31. INTEREST
Any interest and fees in respect of money borrowed to finance the
provision of the Services or the Additional Items
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[SEAL]
The Common Seal of the Landlord was hereunto affixed in the presence of
/signature/ Director
/signature/ Secretary/Director
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ANNEXURE 1 - PLAN SHOWING THE BUILDING
(DIAGRAM OF PROPERTY)
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ANNEXURE 2 - PLAN SHOWING THE PREMISES
(DIAGRAM OF PROPERTY)
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ANNEXURE 3 - PLAN SHOWING THE CAR PARKING SPACES
(DIAGRAM OF PROPERTY)