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EXHIBIT 10.2
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(1) MELITA HOUSE INC
(2) MELITA EUROPE LIMITED
LEASE
- of -
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PARTICULARS
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1. DATE OF THIS DEED 1999
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2. LEASE OR UNDERLEASE LEASE
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3. LANDLORD MELITA HOUSE INCORPORATED
whose registered office is at
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▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ and whose address
for service within the United Kingdom
is c/o Radcliffes ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
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4. TENANT MELITA EUROPE LIMITED whose
registered office is at
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▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
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5. DEMISED PREMISES ALL THAT land and buildings known
as ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
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6. DATE OF COMMENCEMENT
OF TERM 15th August 1999
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7. LENGTH OF TERM 15 YEARS
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8. EXPIRY OF TERM 14th August 2014
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9. RENT(S) Three hundred and fifty thousand pounds
((pound)350,000) per annum
exclusive subject to review
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10. RENT COMMENCEMENT
DATE 1st December 1999
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11. INSURANCE RENT
COMMENCEMENT DATE 15th August 1999
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12. RENT REVIEW DATE(S) Every fifth anniversary of the Date
of Commencement of the Term and the
date set out in Paragraph 9 of these
Particulars
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13. SPECIFIED USER Office use within Class B1 of the Town
and Country Planning (Use Classes)
Order 1987 (as enacted at the date
hereof)
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14. INITIAL EXTERNAL 3 years from date of this Lease
DECORATION YEAR
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15. INITIAL INTERNAL 3 years from date of this Lease
DECORATION YEAR
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4
INDEX
CLAUSE SUBJECT
Particulars Tenancy details
1 Definitions
2 Inclusion of Particulars
3 Demise and Rents
4 Tenant's Covenants
4.1 Rents
4.2 Outgoings
4.3 General Repairs
4.4 Internal Decoration
4.5 External Decoration
4.6 Upkeep
4.7 Entry
4.8 Remedy lack of repair etc
4.9 Not to erect any other building
4.10 Alterations
4.11 General User
4.12 User
4.13 Display of Notices
4.14 Masts and Wires
4.15 Obstruction of Common Areas
4.16 Vitiation of Insurance etc
4.17 Statutory Requirements
4.18 Notices
4.19 Alienation
4.20 New Guarantor
4.21 To remedy breaches of underlessees
4.22 To give notice
4.23 Payment of Fees
4.24 Town and Country Planning Acts
4.25 Fire Fighting Equipment etc
4.26 Boards
4.27 Not to accumulate rubbish
4.28 Not to obstruct windows
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4.29 Emergency warning systems
4.30 Rating Surveyor
4.31 Defective Premises Act
4.32 Repayment of Costs
4.33 To indemnify Landlord
4.34 To observe covenants
4.35 Yielding up
4.36 VAT
4.37 Payment of Costs
4.38 Interest on unpaid and other moneys
4.39 Construction (Design & Management)
Regulations 1994
5 Landlord's Covenants
5.1 Quiet Enjoyment
5.2 Insurance
6 Provisos
6.1 Re-entry
6.2 Remedies
6.3 Service of Notices
6.4 Planning Restrictions
6.5 Tenant's Acknowledgement
6.6 Exclusion of Compensation
6.7 Disputes
6.8 Cesser of Rent
6.9 Waiver
6.10 No liability in damages
6.11 Exclusion of Rights not Granted
6.12 Tenant's possessions
6.13 Statutory Compensation
6.14 Enforcement of Landlord's Covenants
6.15 Determination by Tenant
7 Covenants by Surety
FIRST SCHEDULE Provisions for Rent Review
SECOND SCHEDULE Matters to which the demise is subject
THIRD SCHEDULE Authorised Guarantee Agreement
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THIS LEASE is made on the date stated in the Particulars
BETWEEN
(1) the Landlord specified in the Particulars (hereinafter called "the
Landlord")
(2) the Tenant specified in the Particulars (hereinafter called "the
Tenant") and
(3) the Surety (if any) specified in the Particulars (hereinafter called
"the Surety")
NOW THIS DEED WITNESSETH as follows:-
1 DEFINITIONS
1.1 In this Deed the following expressions shall have where the context so
admits the following meanings respectively:-
"the Act" The Landlord and Tenant (Covenants)
▇▇▇ ▇▇▇▇
"the Contractual Term" The term described in Paragraphs 7, 8
and 9 of the Particulars
"the Demised Premises" The land and premises described in the
Particulars the freehold of which is
registered at HM Land Registry with
Title Absolute under Title No SY331943
and each and every part of the interior
and exterior thereof together with the
appurtenances thereto and any building
now or hereafter erected thereon or on
any part thereof including (a) fire
fighting or prevention equipment within
the Demised Premises window furniture
door furniture carpeting heating
ventilating gas water and electrical
installations boilers walls fences
drains cables conduits accessways
forecourts parking areas landscaped
areas and service areas and (b) all
additions alterations and improvements
thereto and all Landlord's fixtures and
fittings and plant machinery and
equipment now or hereafter in or about
or exclusively serving the same
"the Insured Risks" Fire storm flood earthquake tempest
(including lightning) explosion impact
and (in peacetime) aircraft and other
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aerial devices and articles dropped
therefrom burst water pipes and tanks
riot and civil commotion malicious
damage public liability and any
liability and costs arising in respect
of any notice claim or demand made by
any person by reason of the provisions
of the Defective Premises ▇▇▇ ▇▇▇▇ and
such other risks or liability
(including acts of terrorism) against
which the Landlord may from time to
time in its absolute discretion deem
it necessary to insure
"loss of rent" The loss of rents payable in respect
of the Demised Premises for such period
(being not less than three years) as
may reasonably be required by the
Landlord from time to time having
regard to the likely period required
for reinstatement of the Demised
Premises in the event of total
destruction in an amount which would
take into account potential increases
of rent in accordance with the Rent
Review provisions contained in this
lease
"the Particulars" The details and descriptions appearing
in the pages which precede this page
and comprising part of this Deed
"the Planning Acts" ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
the Local Government Planning and Land
▇▇▇ ▇▇▇▇ the Planning (Hazardous
Substances) ▇▇▇ ▇▇▇▇ the Planning
(Listed Buildings and Conservation
Areas) ▇▇▇ ▇▇▇▇ the Planning
(Consequential Provisions) ▇▇▇ ▇▇▇▇ the
Planning and Compensation ▇▇▇ ▇▇▇▇ and
any statute for the time being in force
of a similar nature or any laws or
` regulations intended to control or
regulate the construction demolition
alteration or change of use of land or
buildings
"the Prescribed Rate" Four per centum per annum above the
base rate of Lloyds TSB Bank Plc from
time to time (or if the same shall
become incapable of determination such
rate of interest as the Landlord may
reasonably specify in
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substitution therefor) compounded with
rests on the usual quarter days such
rate to apply as well after as before
any judgment
"Requisite Notice" A notice in writing to the Tenant
forty-eight hours before any entry is
made on the Demised Premises or any
part thereof PROVIDED THAT in case of
an emergency no notice shall be
required
"the Surveyor" Any chartered surveyor appointed by the
Landlord (including an employee of the
Landlord or of a company being a member
of the same group of companies as the
Landlord within the meaning of Section
42 of the Landlord and Tenant Act)
"the Term" The term described in Paragraphs 7, 8
and 9 of the Particulars including the
period of any holding over or any
extension or continuance thereof
whether by statute or at common law
"the Termination Date" The date of expiration or sooner
determination of the Term
(howsoever occurring)
"VAT" Value Added Tax and any imposition or
levy of a like nature together with
any interest or penalty payable in
respect of such VAT chargeable under
the Value Added Tax ▇▇▇ ▇▇▇▇ or under
the Sixth Council Directive of the
Council of the European Communities
(77/388/EC) or any identical or
substantially similar tax which may
replace such Value Added Tax and in
relation to VAT "supplies" includes
anything on which VAT is chargeable
INTERPRETATION
1.2 In this Lease
1.2.1 Where the context so admits words importing the neuter gender
only shall include the masculine or feminine gender (as the
case may be) and words importing the masculine gender only
shall include the feminine gender and
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words importing the singular number only include the plural
number and vice versa and where there are two or more
individuals included in the expressions "the Tenant" or "the
Surety" covenants herein expressed to be made by them shall
be deemed to be made by such persons jointly and severally
1.2.2 The expression "the Landlord" shall include the person for
the time being entitled to the reversion immediately
expectant on the determination of the Term "the Tenant" shall
include the Tenant's successors in title and the expressions
"the Tenant" and "the Surety" shall include if they are
individuals their respective personal representatives
1.2.3 Each covenant by the Tenant not to do any act or thing shall
be deemed to include a covenant not to permit or suffer that
act or thing to be done and to use all reasonable endeavours
to prevent that act or thing being done by another person
1.2.4 Where the Landlord has the right or obligation to serve a
notice demand or certificate or to enter the Demised Premises
for any purpose such right or obligation may be exercised by
the Surveyor or agent authorised to act on the Landlord's
behalf and (in the case of entry) if appropriate with workmen
materials and equipment
1.2.5 Any reference to a statute or any enactment shall (except
where the context does not allow) include any statutory
extension or modification or re-enactment or amendment of
such statute or enactment and any instruments regulations
permissions directions or orders made issued or given
thereunder or deriving validity therefrom
1.2.6 The expression "any enactment" includes any and every Act of
Parliament already or hereafter to be passed and also any and
every notice direction order regulation bye-law rule
condition code of practice circular and guidance notes
already or hereafter to be made under or in pursuance of or
deriving effect from any such Act or prescribed or required
by any public local or other authority or issued by any
competent authority exercising powers under statute or Royal
Charter
1.2.7 References to any right exercisable by the Landlord shall
where the context so admits include the exercise of such
right by any superior lessor and all persons
authorised by the Landlord or any superior lessor
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HEADINGS
1.3 The paragraph headings shall not affect the interpretation hereof
2 INCLUSION OF PARTICULARS
In this Lease the details and descriptions appearing in the Particulars shall
be included in this Lease and form part of this Lease
3 DEMISE AND RENTS
The Landlord HEREBY DEMISES to the Tenant ALL THOSE the Demised Premises TO
HOLD the Demised Premises unto the Tenant for the Term SUBJECT to all rights
easements quasi-easements privileges restrictions covenants liabilities and
stipulations of whatever nature appertaining to or affecting the Demised
Premises and FURTHER SUBJECT to the matters referred to in the Second Schedule
hereto YIELDING AND PAYING therefor yearly and proportionately for any fraction
of a year
3.1 FIRST in respect of the period commencing on the Rent Commencement
Date until the first Rent Review Date the Rent and during the
remainder of the Term such other rent as may become payable under the
provisions of the First Schedule hereto such sums to be paid by equal
payments in advance on the usual quarter days in every year without
any deduction the first such payment to be made on the Rent
Commencement Date for the period from the Rent Commencement Date to
the quarter day following
3.2 SECONDLY by way of further rent a yearly sum equal to the premium or
premiums for insuring and keeping insured the Demised Premises
excluding plate glass therein against:-
3.2.1 loss or damage by the Insured Risks in such sum (including
the cost of shoring demolition site clearance and similar
expenses and Architects' Surveyors' and other professional
fees and incidental expenses) as shall in the opinion of the
Landlord represent the reinstatement value thereof with due
allowance for inflation
3.2.2 public liability of the Landlord arising out of or in
connection with any accident explosion collapse breakdown or
other incident involving or relating to the Demised Premises
or any part thereof and
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3.2.3 loss of rent
Such further rent to be payable on demand and the first payment to be
in respect of the period commencing on the Insurance Rent Commencement
Date up to the date of renewal of the premium concerned
3.3 THIRDLY by way of further rent all sums due to the Landlord under the
provisions of this Lease including all VAT payable hereunder (if any)
4 TENANT'S COVENANTS
The Tenant HEREBY COVENANTS with the Landlord:-
4.1 RENTS
To pay the yearly rents hereinbefore reserved at the times and in the
manner at and in which the same are respectively hereinbefore reserved
and made payable together with VAT (if any) thereon and without any
deduction (and all rights of set off whether equitable or otherwise
are hereby excluded)
4.2 OUTGOINGS
4.2.1 To pay bear and discharge and perform all existing and future
rates taxes duties charges assessments impositions and
outgoings and obligations whatsoever (whether parliamentary
parochial local national or any other description and whether
or not of a capital revenue or non-recurring nature and even
though of a wholly novel character) which now are or may at
any time hereafter during the Term be charged rated levied
assessed or imposed upon the Demised Premises or upon the
owner or occupier in respect thereof and to pay bear and
discharge the proportion properly attributable to the Demised
Premises of any such outgoings as may be charged levied
assessed or imposed upon any premises of which the Demised
Premises form part (such proportion to be determined by the
Surveyor whose decisions shall be conclusive) except any tax
payable in respect of any dealing by the Landlord with its
reversionary interest
4.2.2 If the Landlord shall suffer any loss of rating relief which
would have been applicable to the Demised Premises after the
Termination Date by reason of
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such relief being allowed to the Tenant or any other person
in respect of any period prior to the Termination Date to
indemnify the Landlord against such loss
4.2.3 To pay for all gas water and electricity consumed and all
telephone telex and similar services used on the Demised
Premises during the Term (including all charges for hire of
meters in respect thereof) and to observe and perform at the
Tenant's expense all present and future regulations and
requirements of the gas and electricity and water and
telecommunication supply authorities concerning the
installation and use of services in the Demised Premises
4.3 GENERAL REPAIRS
4.3.1 To put and from time to time and at all times during the Term
to keep the whole of the Demised Premises in good and
substantial repair and condition (damage by any of the
Insured Risks excepted unless payment of the insurance moneys
shall be withheld in whole or in part by reason solely or in
part of any act or default of the Tenant its servants agents
or licensees) and if at any time during the Term whether by
reason of age or state of dilapidation or by reason of any
original or inherent defect (whether latent or apparent) or
any requirement of any competent authority it shall become
necessary or expedient for the purposes of putting or keeping
any building from time to time comprising the Demised
Premises or any part thereof in good and substantial repair
and condition to reinstate renew and rebuild such building or
any part thereof then the Tenant shall at its own cost and
with all practical speed and under the direction and to the
reasonable satisfaction of the Surveyor and in accordance
with plans and specifications to be previously approved by
the Landlord in writing carry out such reinstatement renewal
and rebuilding
4.3.2 To repair renew and replace from time to time with others of
modern and up to date design all Landlord's fixtures and
fittings plant machinery or equipment in and upon the Demised
Premises which may become obsolete or unusable or beyond
repair at any time during the Term or at the Termination Date
4.3.3 To procure that the lifts boilers central heating air
conditioning apparatus and fire fighting equipment from time
to time in and about the Demised Premises
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are properly and regularly serviced maintained and tested in
accordance with current statutory requirements by qualified
persons approved by the Landlord (such approval not to be
unreasonably withheld)
4.4 INTERNAL DECORATION
Without prejudice to the generality of the foregoing covenants during
the Initial Internal Decoration Year and thereafter at least once in
every five years of the Term calculated from the Initial Internal
Decoration Year and also in the last three months thereof whether
determined by effluxion of time or otherwise to paint french polish or
otherwise treat as the case may be all internal surfaces usually or
requiring to be so treated of the Demised Premises having first
prepared such surfaces by stripping off stopping and priming as may be
necessary and to wash down all washable surfaces and to grain marble
or varnish any parts so treated all decorations being carried out with
high quality materials and where painting is involved two coats being
applied in addition to the priming coat such decoration in the last
three months of the Term to be executed in such colours patterns and
materials as the Landlord may require
4.5 EXTERNAL DECORATION
Without prejudice to the generality of the foregoing covenants during
the Initial External Decoration Year and thereafter at least once in
every five years of the Term calculated from the Initial External
Decoration Year and also in the last three months thereof whether
determined by effluxion of time or otherwise to paint french polish or
otherwise treat as the case may be all external surfaces usually or
requiring to be so treated of the Demised Premises having first
prepared such surfaces by stripping off stopping and priming as may be
necessary and to wash down all washable surfaces and to grain marble
or varnish any parts so treated all decorations being carried out with
high quality external materials and where painting is involved two
coats being applied in addition to the priming coat and in the case of
specialist finishes by washing and treating in accordance with the
manufacturers' recommendations such decoration in the last three
months of the Term to be executed in such colours patterns and
materials as the Landlord may require
4.6 UPKEEP
4.6.1 To cleanse and maintain and to keep cleansed and maintained
and free from obstruction all gutters sewers drains and water
and waste-pipes and ducts belonging to the Demised Premises
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4.6.2 As often as the Landlord may reasonably consider necessary to
clean and treat in an appropriate manner to the reasonable
satisfaction of the Surveyor all materials surfaces and
finishes of the interior and the exterior of the Demised
Premises which ought normally to be so cleaned and treated in
accordance with the manufacturers' recommendations and in
particular (but without prejudice to the generality of the
foregoing) all wood plastic metal stonework cladding and
concrete and to wash all surfaces requiring to be washed
4.6.3 At all times during the Term to keep the Demised Premises
(including such part (if any) as shall not be built upon) in
a clean and tidy condition throughout and clear of all
rubbish and refuse and not to use such part of the Demised
Premises as remain open or unbuilt upon for storage or
stacking and to keep the gardens and grounds and all trees
shrubs and hedging (if any) therein in good order and
condition and tended fed cultivated and pruned or trimmed to
a good standard and to replace all losses (if necessary by
replanting) and to cultivate the gardens and keep the soil in
good heart fertile and free from weeds and to keep the drives
and paths in good order and condition and free from weeds and
to keep the lawns properly mown trimmed rolled and fed and
not to remove or except in the proper course of cultivation
and management cut or lop any trees shrubs bushes or hedging
4.6.4 To keep all windows and skylights and all the glass in the
entrance doors of the Demised Premises properly glazed and as
to such of the same as are glazed with plate glass to keep
the same glazed with glass of the same type and pattern and
to clean the inside and outside of all the glass in the
entrance doors at least once every week and in the remainder
of the Demised Premises at least once every month
4.6.5 To maintain in good and tenantable repair the concrete
paviors and the tarmacadam in the parking areas at the
Demised Premises and to professionally clean or (if such
cleaning is not successful) replace any concrete paviors
which become oil stained
4.6.6 Whenever necessary to repaint the marking lines in the
parking areas at the Demised Premises
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4.7 ENTRY
To permit the Landlord and its agents and the Surveyor with or without
workmen and others and appliances at all reasonable times during the
Term upon Requisite Notice to enter upon the Demised Premises and to
remain there for such period as shall be necessary:
4.7.1 To take schedules or inventories of the fixtures and fittings
plant and machinery belonging to the Landlord or to be
yielded up at the Termination Date
4.7.2 To enter and execute any repairs decorations or other works
upon or to any adjoining or neighbouring premises or to carry
out any repairs decorations or other works which the Landlord
must or may carry out under the provisions of this Lease upon
or to the Demised Premises or to cleanse or empty or renew
the sewers drains and gutters belonging to the same or to
construct any building or erection on any land adjoining or
neighbouring the Demised Premises all damage occasioned
thereby to the Demised Premises being made good as soon as
reasonably possible and causing as little interference as
possible to the Tenant's business
4.7.3 To exercise any rights excepted and reserved to the Landlord
and for any other purpose connected with the interest of the
Landlord in the Demised Premises or its disposal charge or
demise
4.7.4 To view the state and condition of the Demised Premises
4.8 REMEDY LACK OF REPAIR ETC
4.8.1 Forthwith to commence to repair and make good all defects
wants of reparation and breaches of covenants for which the
Tenant is liable hereunder of which notice shall be given by
the Landlord in writing to the Tenant and thereafter
diligently to proceed to repair and to make good the same
according to such notice and the covenants in that behalf
herein contained to the reasonable satisfaction of the
Surveyor
4.8.2 If the Tenant shall fail within 14 days of such notice or
such shorter period as shall be appropriate in case of
emergency to commence and then to continue diligently and
expeditiously to comply with such notice in all respects or
if the
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Tenant shall at any time make default in the performance of
any of the covenants herein contained for or relating to the
repair decoration or maintenance of the Demised Premises it
shall be lawful (but without prejudice to the right of
re-entry and forfeiture hereinafter contained) for the
Landlord its agents servants and workmen to enter upon the
Demised Premises and to carry out or cause to be carried out
all or any of the works referred to in such notice and the
cost of so doing and all expenses incurred in relation
thereto shall be paid by the Tenant to the Landlord on demand
4.9 NOT TO ERECT ANY OTHER BUILDING
Not to erect any new building or new structure of any kind at any time
upon the Demised Premises or any part thereof
4.10 ALTERATIONS
4.10.1 Not at any time during the Term:-
4.10.1.1 to commit any waste
4.10.1.2 to erect or build any additional or substituted
erection or building whatsoever
4.10.1.3 to alter or change the construction height elevation
or external architectural appearance of the Demised
Premises or any part thereof
4.10.1.4 to alter or cut in any way any of the principal or
loadbearing walls or floors of the Demised Premises
4.10.1.5 to make any structural alterations of or to the
Demised Premises
4.10.2 (Without prejudice to the absolute prohibitions contained in
Clauses 4.9 and 4.10.1) not to make any internal
non-structural alteration to the Demised Premises without the
prior written consent of the Landlord which shall not be
unreasonably withheld or delayed subject to the Tenant:-
4.10.2.1 obtaining and complying with all necessary consents
of any competent authority
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4.10.2.2 paying all charges of any competent authority in
respect of those consents
4.10.2.3 making an application to the Landlord describing the
proposed alteration on drawings and where
appropriate a specification in duplicate
4.10.2.4 at the Termination Date (if and to the extent
required by the Landlord) reinstating the Demised
Premises to the same condition as they were in at
the grant of this lease
4.10.2.5 entering into such other covenants as the Landlord
may require as to the execution insurance and
reinstatement of the works
4.10.2.6 complying with all conditions regulations bye-laws
and other matters prescribed by any competent
authority either generally or specifically in
respect thereof
4.10.2.7 carrying out such works at the Tenant's own expense
in a good and workmanlike manner strictly in
accordance with all conditions regulations and other
matters prescribed by the insurers to the reasonable
satisfaction of the Landlord
4.10.2.8 not causing any nuisance or annoyance to any other
tenant of the Landlord or to the owners or occupiers
of any neighbouring premises
4.10.3 (Without prejudice to the absolute prohibitions contained in
Clauses 4.9 and 4.10.1) the Tenant may install alter and
remove demountable non-structural partitions in the Demised
Premises without the prior written consent of the Landlord on
the following conditions:-
4.10.3.1 the provisions of Clauses 4.10.2.1 to 4.10.2.2,
4.10.2.4 and 4.10.2.6 to 4.10.2.8 (inclusive) are
complied with
4.10.3.2 the Tenant shall give the Landlord not less than 28
days' prior written notice of the intended
installation or removal of such partitions and a
plan showing the changes
4.10.3.3 the Tenant shall not remove any demountable
partitions erected by the Landlord without the
Landlord's prior written consent
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4.10.4 Before commencing any permitted alterations to produce to the
Landlord all such notices permissions consents licences and
other documents relating thereto together with copies for
retention by the Landlord
4.10.5 To allow the Landlord at all reasonable times to enter upon
the Demised Premises both for the purposes of seeing that no
unauthorised erections additions or alterations have been
made and for the purposes of seeing that authorised
alterations are carried out in accordance with any consent
given hereunder and any permission granted by the competent
authority
4.10.6 Not to make any alterations or additions to the electrical
gas water sanitary or ventilation installations of the
Demised Premises without the prior written consent of the
Landlord (such consent not to be unreasonably withheld) and
to procure that all such alterations or additions are carried
out by suitably qualified and skilled persons in accordance
with regulations and standards of the relevant supply
authority and not to interfere with or otherwise cause access
to any pipes wires cables optic fibres drains sewers
watercourses conduits or other conducting media which now are
or may hereafter be in or through the Demised Premises to be
or become more difficult than the case now is
4.10.7 To carry out and complete the work involved in any fitting
out of the Demised Premises and all alterations to the
Demised Premises in accordance with the terms of all consents
with materials of suitable good quality in a proper and
workmanlike manner and to the reasonable satisfaction of the
Landlord
4.10.8 On completion of the installation of anything which shall
become part of the Demised Premises forthwith to give to the
Landlord written notice of the same stating the full cost of
reinstatement thereof
4.10.9 If the Tenant or any other occupier of the Demised Premises
shall carry out any building work alterations excavation
change of use or any other development on or to the Demised
Premises to indemnify the Landlord against all liability
whether immediate or consequential for any tax levy
imposition or change of whatsoever nature for which the
Landlord may be or
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become liable as a result of the same and also against any
further liability to tax flowing from this indemnity or any
payment pursuant to it and to repay to the Landlord on demand
the amount thereof
4.10.10 At the Tenant's own expense to remove on demand any
alterations or additions made in contravention of this clause
or in respect of which the permission of the Landlord or any
competent authority is withdrawn or lapses and to comply with
every order or such authority requiring the removal or
demolition of or other work in connection with such
alterations or additions and in all such cases to make good
all damage caused by such removal demolition or other work
and to restore all parts of the Demised Premises affected
thereby to a good and substantial condition and properly
decorated to the satisfaction of the Landlord
4.11 GENERAL USER
4.11.1 Not to do or permit or suffer to be done or remain upon the
Demised Premises or any part thereof anything which may be or
become a nuisance annoyance disturbance inconvenience injury
or damage to the Landlord or its tenants or the owners or
occupiers of any property in the neighbourhood or which may
produce noise audible outside the Demised Premises
4.11.2 Not to use or permit or suffer the Demised Premises or any
part thereof to be used for any noxious noisy or offensive
trade or business nor for any illegal or immoral act or
purpose and no sale by auction shall take place thereon
4.11.3 Not to allow rubbish of any description to accumulate upon
the Demised Premises nor to discharge or permit or suffer to
be discharged into any pipe or drain serving the Demised
Premises or any other property any oil grease or other
deleterious matter or any substance which might stop up or
obstruct or be or become a source of danger or injury to the
drainage system of the Demised Premises or any such other
property or any parts thereof
4.11.4 Not to suspend or to permit or suffer to be suspended any
excessive weight from the main structure of the Demised
Premises
4.11.5 Not to overload or permit or suffer to be overloaded the
floors roofs or structures of the Demised Premises or permit
or suffer the same to be used in any manner which will cause
the same to be subject to any strains beyond that which they
are designed to bear
20
4.11.6 Not to permit or suffer to be done or to be present upon the
Demised Premises any activity process thing or source which
will or might reasonably be expected to produce directly or
indirectly moisture or humidity in excess of that which is
reasonably and usually found in a building used for the
purposes for which the Demised Premises are to be used
hereunder or corrosive fumes or vapours or heat in excess of
Twenty-five degrees centigrade
4.11.7 Not to have or keep upon the Demised Premises or any part
thereof any substance of an explosive or of an especially
inflammable or dangerous nature or such as might increase the
risk of fire or explosion or which might attack or in any way
injure by percolation corrosion or otherwise the Demised
Premises or the keeping or using whereof may contravene any
statute or local regulation or bye-law and not to house or
operate or permit to be housed or operated in or upon the
Demised Premises or any part thereof any engine or machinery
of any kind other than such as does not cause any vibration
or noise or is unlikely to become a nuisance annoyance or
disturbance to any tenants or occupiers of any adjoining or
neighbouring premises
4.12 USER
4.12.1 At all times during the Term to use the Demised Premises for
the Specified User or for such other use within Class B.1 of
the Town and Country Planning (Use Classes) Order 1987 (as
enacted at the date hereof) to which the Landlord shall
consent (such consent not to be unreasonably withheld)
4.12.2 Not to permit or suffer the Demised Premises to remain vacant
4.12.3 Not to leave the Demised Premises continuously unoccupied
without providing security and caretaking arrangements
approved by the Landlord such approval not to be unreasonably
withheld
4.13 DISPLAY OF NOTICES
Not to attach or display or affix any figure letter pole flag
signboard advertisement inscription ▇▇▇▇ placard or sign whatsoever in
on or to the Demised Premises or the
21
windows thereof so as to be seen from the exterior without the
previous written consent of the Landlord which shall not be
unreasonably withheld in respect of a sign on the fascia stating the
Tenant's name and business or profession (such sign if the Landlord so
requires to be removed and any damage caused thereby made good by the
Tenant at the end or sooner determination of the Term)
4.14 MASTS AND WIRES
Not to erect or affix any satellite dishes poles masts or wires on the
exterior of the Demised Premises (whether in connection with
communications or television apparatus or otherwise)
4.15 OBSTRUCTION OF COMMON AREAS
Not to damage or obstruct any road forecourt or other area leading to
or giving access to the Demised Premises or over which the Tenant is
hereby granted rights of access or use nor to use the same in such
manner as to cause in the opinion of the Landlord any nuisance damage
or annoyance
4.16 VITIATION OF INSURANCE ETC
4.16.1 Not to do or omit anything whereby any policy or policies of
insurance for the time being in force in respect of or
including or covering the Demised Premises or any adjoining
or neighbouring premises of the Landlord against any risk may
become void or voidable or whereby the rate of premium
thereon may be increased
4.16.2 At all times to comply with all the requirements and
recommendation of any insurers of the Demised Premises
4.16.3.1 Not to effect or permit or suffer to be effected by
any other person any insurance against any of the
Insured Risks in respect of or relating to the
Demised Premises
4.16.3.2 To pay to the Landlord any insurance monies received
by the Tenant in respect of any claim under any
insurance policy effected in breach of Clause
4.16.3.1
4.16.4 Forthwith upon the happening of any event or thing against
which insurance has been effected by the Landlord or under
the provisions hereinafter contained to give notice thereof
to the Landlord
22
4.16.5 In the event of the Demised Premises or any part thereof
being destroyed or damaged by any of the Insured Risks and
the insurance money under any insurance against the same
effected thereon by the Landlord being wholly or partially
irrecoverable by reason solely or in part of any act neglect
or default of the Tenant its servants agents or licensees
then and in every such case the Tenant will forthwith pay to
the Landlord the whole of such irrecoverable insurance money
4.16.6 To pay to the Landlord the amount of any excess which is
irrecoverable on the occasion of any claim made under any
insurance effected by the Landlord under the terms of this
Lease
4.17 STATUTORY REQUIREMENTS
4.17.1 At all times during the Term at the Tenant's own expense to
observe and comply in all respects with the provisions and
requirements of any and every enactment and to execute all
works and provide and maintain all arrangements so far as
they relate to or affect the Demised Premises or the landlord
or the tenant thereof or any additions or improvements
thereto or the user thereof for any purposes or the
employment therein of any person or persons or any fixtures
machinery plant or chattels for the time being affixed
thereto or being thereupon or used for the purposes thereof
whether such compliance or such works or such arrangements
are required to be carried out by the owner or any occupier
or any other person
4.17.2 Not at any time to do or omit to do on or about the Demised
Premises any act or thing by reason of which the Landlord may
under any enactment incur or have imposed upon it or become
liable to pay any fine levy penalty damages compensation
costs charges or expenses
4.17.3 To obtain all licences permissions and consents and to
execute and do all works and things and to bear and pay all
expenses required or imposed by any enactment in respect of
any works carried out on the Demised Premises or of any user
thereof or of the employment of any persons therein
23
4.18 NOTICES
Immediately on receipt of any permission notice order or proposal for
a notice or order relevant to the Demised Premises or to the use or
condition thereof made given or issued to the Tenant or the occupier
of the Demised Premises by any competent authority to give a copy
thereof to the Landlord and without delay to take all reasonable or
necessary steps to comply therewith and also at the request of the
Landlord to make or join with the Landlord in making such objections
and representations against or in respect of any such notice order or
proposal as the Landlord shall deem expedient
4.19 ALIENATION
4.19.1 Not to assign or charge or hold on trust for any other person
or corporation any part or parts (as distinct from the whole)
of the Demised Premises
4.19.2 Not to charge underlet part with or share the possession or
occupation of part of the Demised Premises other than by way
of an underletting of a "Permitted Part" being an
underletting which comprises the entirety of one or more
floors of the Demised Premises (excluding from any such
underletting such parts of a floor as may be used in common
with other parts of the Demised Premises) so that there are
no more than four underlettings in respect of the whole of
the Demised Premises subsisting at any one time and each
underlease complies with the following provisions of this
Clause 4.19
4.19.3 Not to part with or share possession of or hold on trust for
any other person or corporation the whole of the Demised
Premises or permit any company or person to occupy the same
save by way of an assignment of this Lease or an underlease
of the whole of the Demised Premises or an underlease of a
Permitted Part which in each case complies with the following
provisions of this Clause 4.19
4.19.4 Not to assign the Demised Premises
4.19.4.1 without procuring if so required by the Landlord on
any assignment of the Demised Premises that the
assignee enters into a covenant with the Landlord to
pay the rents reserved by and perform and observe
the covenants on the part of the Tenant
24
contained in this Lease until the next assignment of
this Lease which is not an excluded assignment as
defined in Section 11 of the Landlord and Tenant
(Covenants) ▇▇▇ ▇▇▇▇ (referred to as "the Act" in
this Sub-clause 4.19) and further if the Landlord
shall in its absolute discretion so require without
obtaining a guarantor or guarantors reasonably
acceptable to the Landlord who shall covenant with
the Landlord in the terms set out in Clause 7 of
this Lease
4.19.4.2 without entering into an authorised guarantee
agreement for the purposes of the Act in the form
set out in the Third Schedule hereto and further if
the Landlord shall reasonably so require without
procuring that any guarantor for the Tenant under
this Lease covenants with the Landlord in such terms
as the Landlord shall reasonably require for the
purpose of guaranteeing the performance by the
Tenant of its obligations under the authorised
guarantee agreement
4.19.4.3 without procuring that the proposed assignee if
reasonably required by the Landlord has deposited
with the Landlord such sum as the Landlord
reasonably requires as security for the performance
by the assignee of its obligations under this Lease
4.19.5 Not to underlet the whole of the Demised Premises or a
Permitted Part nor to permit the creation of any derivative
underlease on payment of a fine or a premium (whether given
or taken) nor at a rent less than the open market rent as
defined in the First Schedule at the time of such underlease
of the Demised Premises or the Permitted Part
4.19.6 Not to underlet the whole of the Demised Premises or a
Permitted Part unless the underlease shall contain:
4.19.6.1 covenants by the underlessee (which the Tenant
hereby undertakes to enforce) as to prohibit the
underlessee from doing or suffering any act or thing
upon or in relation to the Demised Premises by the
underlessee which will contravene any of the
Tenant's obligations in this Lease
25
4.19.6.2 provision for review of the rent reserved by the
underlease (which the Tenant hereby undertakes to
operate and enforce) corresponding both as to terms
and dates with the provisions set out in the First
Schedule hereto for revision of the rent hereby
reserved
4.19.6.3 a condition for re-entry on breach of any covenant
on the part of the underlessee
4.19.6.4 provisions reserving the same rights of entry for
the Landlord against the underlessee as the Landlord
has against the Tenant in this Lease
4.19.6.5 in the case of an underletting for a term of less
than or equal to five years an agreement authorised
by a Court Order excluding the effect of Sections
24-28 of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
4.19.6.6 covenants conditions and provisions as are necessary
to ensure that the underlease is consistent with the
terms of this Lease
4.19.6.7 a determination date not less than six months prior
to the Termination Date of this Lease
4.19.7 In relation to any underletting:
4.19.7.1 not to grant any underlease except in a form to be
first approved in writing by the Landlord such
approval not to be unreasonably withheld in the case
of an underlease the terms of which comply with
Clause 4.19.6 and which are consistent with the
terms of this Lease
4.19.7.2 not to waive or vary any provisions of any such
underlease after it has been granted
4.19.7.3 not at any time during the Term to be a party or
privy to an agreement or arrangement for commutation
in whole or in part of the rent reserved by any
underlease in consideration of the payment of a lump
sum or any other consideration
26
4.19.7.4 not upon a review of the rent reserved by any
underlease of the Demised Premises to agree the
amount of any such reviewed rent without the prior
written consent of the Landlord (such consent not to
be unreasonably withheld)
4.19.8 Not to underlet the Demised Premises without obtaining from
the underlessee a covenant by deed with the Landlord that the
underlessee will throughout the term granted by the
underlease or if applicable until an assignment of the
underlease which is not an excluded assignment as defined in
Section 11 of the Act:
4.19.8.1 not to do anything whereby the Tenant shall be in
breach of the terms of this Lease
4.19.8.2 not assign part nor sublet or part with the
possession or occupation of the whole or part of the
premises demised by the underlease
4.19.8.3 not assign the whole or part with possession or
occupation of the whole of the premises demised by
the underlease except in a manner and on terms
permitted by this Clause 4.19 nor without first
obtaining the written consent of the Landlord under
this Lease which consent shall subject to compliance
with such requirements not be unreasonably withheld
4.19.9 Upon making an application for any licence to assign or
underlet the Tenant shall disclose to the Landlord such
information as the Landlord may reasonably require and shall
pay the Landlord's reasonable legal expenses and surveyors'
and management fees and expenses (including disbursements and
stamp duty) on all Licences and the duplicate copies thereof
resulting from such application including reasonable charges
expenses fees and disbursements actually incurred in cases
where consent is properly refused or the application is
withdrawn
4.19.10 Not to assign or underlet the whole nor to underlet a
Permitted Part of the Demised Premises otherwise than in
accordance with nor without in each and every case first
complying with the foregoing provisions of this Clause 4.19
and subject thereto not without obtaining the prior written
consent of the Landlord which consent shall not be
unreasonably withheld
27
4.19.11 The Tenant may without obtaining any consent or approval of
the Landlord share occupation of the Demised Premises or any
part thereof with any company which is part of the same group
of companies as defined in Section 42 of the Landlord and
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (as amended) Provided that :
4.19.11.1 any such arrangement shall be terminated by the
Tenant upon the said company ceasing to be a member
of the same group as aforesaid
4.19.11.2 no such arrangement shall result in any
relationship of landlord and tenant between the
Tenant and the said company 4.19.11.3 any rent or
other payment received by the Landlord from the said
company shall be deemed to have been paid by the
said company as agent for the Tenant 4.19.11.4 the
Tenant shall give notification in writing of any
such arrangement to the Landlord within seven days
of the said company going into occupation
4.20 NEW GUARANTOR
Within 14 days of the death during the Term of any person who has
guaranteed to the Landlord the payment to the Landlord of the said
rents and the observance and performance of the covenants on the part
of the Tenant herein contained or of such person entering into or
suffering any of the arrangements or circumstances described in Clause
6.1.4. or (if such guarantor is a company) entering into or suffering
any of the arrangements or circumstances described in Clause 6.1.3
hereof then to give notice thereof to the Landlord and if so required
by the Landlord at the expense of the Tenant within 28 days to procure
some other person acceptable to the Landlord to execute a guarantee in
respect of the payment of the rents and the observance and performance
of the covenants in the form set out in Clause 7 of this Lease
4.21 TO REMEDY BREACHES OF UNDERLESSEES
In the event of any breach non-performance or non-observance of any of
the covenants conditions agreements and provisions contained or
referred to in these presents by any underlessee or other person
holding the Demised Premises as underlessee of the Tenant forthwith
upon discovering the same to take and institute at its own expense all
necessary steps and proceedings to remedy such breach non-performance
or non-observance
28
4.22 TO GIVE NOTICE
Within one month after the execution of any assignment charge transfer
or underlease or any transmission by reason of a death or otherwise
affecting the Demised Premises or any part thereof or any derivatory
interest therein or the ascertainment (whether by agreement or
determination) of any reviewed amount of the rent payable under any
underlease created in accordance with the terms of this Lease to
produce to and leave with the Landlord or the solicitors for the time
being of the Landlord a certified copy of the deed instrument or other
document evidencing or effecting such dealing or transmission or
reviewed rent and on each occasion to pay to the Landlord or such
solicitors a registration fee equivalent to decimal point nought five
per cent of the annual rent at that time payable hereunder plus VAT
4.23 PAYMENT OF FEES
To pay to the Landlord all costs charges and expenses (including
Solicitors' Counsels' and Surveyors' and other professional costs and
fees and bailiffs' charges) including any VAT thereon incurred by the
Landlord notwithstanding that the same may have been incurred or
expended after the Termination Date:-
4.23.1 In or in contemplation of any proceedings relating to the
Demised Premises under Section 146 or 147 of the Law of
Property ▇▇▇ ▇▇▇▇ or the preparation and service of notice
thereunder (whether or not any right of re-entry or
forfeiture has been waived by the Landlord or a notice served
under the said Section l46 is complied with by the Tenant or
the Tenant has been relieved under the provisions of the said
Act and notwithstanding forfeiture is avoided otherwise than
by relief granted by the Court)
4.23.2 In the preparation and service of a schedule of want of
repair or of dilapidations at any time during or after the
Term and any negotiations ancillary or subsequent thereto
4.23.3 In connection with the recovery of arrears of rent due from
the Tenant
4.23.4 In respect of any application for consent required by this
Lease whether or not such consent be granted or the
application be withdrawn
29
4.23.5 In connection with or procuring the remedying of any breach
of covenant on the part of the Tenant
4.23.6 In connection with the valuing or obtaining of valuations of
the Demised Premises for insurance purposes
4.24 TOWN AND COUNTRY PLANNING ACTS
In relation to the Planning Acts
4.24.1 At all times during the Term to comply in all respects with
the provisions and requirements of the Planning Acts and all
licences consents permissions and conditions (if any) already
or hereafter to be granted or imposed thereunder or under any
enactment repealed thereby so far as the same respectively
relate to or affect the Demised Premises or any part thereof
or any operations works acts or things already or hereafter
to be carried out executed done or omitted thereon or the
user thereof for any purpose
4.24.2 During the Term so often as occasion shall require at the
expense in all respects of the Tenant to obtain from the
Local Authority the Local Planning Authority and/or the
Secretary of State for the Environment (or other appropriate
Minister) all such licences consents and permissions (if any)
as may be required for the carrying out by the Tenant of any
operations on the Demised Premises or the institution or
continuance by the Tenant thereon of any use thereof which
may constitute development within the meaning of the Planning
Acts but so that the Tenant shall not make any application
for planning permission without the prior written consent of
the Landlord (which consent shall not be unreasonably
withheld in respect of any matter for which the Landlord's
consent is not to be unreasonably withheld under this Lease
but which shall not be deemed to be unreasonably withheld if
giving such consent would impose any financial liability on
the Landlord)
4.24.3 To pay and satisfy any charge that may hereafter be imposed
under the Planning Acts in respect of the carrying out or
maintenance by the Tenant of any such operation or the
institution or continuance by the Tenant of any such use as
aforesaid
30
4.24.4 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 Demised Premises or any change
of use thereof (being an alteration or addition or change of
use which is prohibited by or for which the consent of the
Landlord is required to be obtained under this Lease and for
which a planning permission needs to be obtained) before a
planning permission and building regulation consent therefor
has been produced to the Landlord and acknowledged by it as
satisfactory to it but so that the Landlord may refuse so to
express satisfaction with any such planning permission or
building regulation consent on the grounds that the period
thereof or anything contained therein or omitted therefrom in
the reasonable opinion of the Landlord or the Surveyor would
be or be likely to be prejudicial to the Landlord's interest
in the Demised Premises whether during the Term or following
the Termination Date
4.24.5 Unless the Landlord shall otherwise in writing direct to
carry out before the Termination Date any works stipulated to
be carried out to the Demised Premises as a condition of any
planning permission or building regulation consent which may
have been granted during the Term whether or not the date by
which the planning permission or building regulation consent
required such works to be carried out falls within the Term
4.24.6 If and when called upon so to do to produce to the Landlord
and the Surveyor and as it may direct all such plans
documents and other evidence as the Landlord may reasonably
require to satisfy itself that the provisions of this
covenant have been complied with in all respects
4.24.7 In any case where the permission for any works upon or change
of use of the Demised Premises granted by the Local Planning
or other Authority to the Tenant is granted subject to
conditions the Landlord shall be entitled as a condition of
giving consent to the carrying out of the works or making the
change of use to require the Tenant to provide security for
the compliance with the conditions imposed as aforesaid and
the works shall not be commenced or the change of use put
into effect until such security shall have been provided to
the satisfaction of the Landlord
4.24.8 As soon as practicable to give to the Landlord notice of any
order direction proposal or notice under the Planning Acts or
relating to any of the matters
31
referred to in this Sub-clause hereof which is served upon or
received by or comes to the notice of the Tenant in
connection with or relating to the Demised Premises and will
produce to the Landlord if so required any such order
direction proposal or notice as aforesaid as is in the
possession of the Tenant and will not regarding such order
direction proposal or notice as aforesaid take any action not
approved by the Landlord
4.25 FIRE FIGHTING EQUIPMENT ETC
4.25.1 To keep the Demised Premises sufficiently supplied and
equipped with such fire fighting and extinguishing appliances
as shall from time to time be required by law or by any
competent authority or by the Landlord's insurers or as shall
be reasonably required by the Landlord and such appliances
shall be open to inspection and shall be maintained to the
reasonable satisfaction of the Landlord
4.25.2 Not to obstruct or permit or suffer to be obstructed the
access to or means of working such appliances or the means of
escape from the Demised Premises in the case of fire or other
emergency
4.25.3 To take expeditiously all requisite steps to obtain any
necessary fire certificate for the Demised Premises
4.26 BOARDS
4.26.1 During the six months immediately preceding the determination
of the Term to permit the Landlord or its agents to affix
upon any part of the Demised Premises a notice as to the
proposed re-letting or other disposal thereof
4.26.2 At any time during the term to permit the Landlord or its
agent to affix upon any part of the Demised Premises a notice
as to the disposal of the freehold of the Demised Premises
(subject to the same making it clear that the business of the
occupier is not thereby affected)
4.26.3 To permit intending tenants or purchasers at reasonable times
of the day to view the Demised Premises
32
4.27 NOT TO ACCUMULATE RUBBISH
Not to allow trade empties or rubbish of any description to accumulate
on or outside the Demised Premises but to place all refuse or rubbish
in proper receptacles therefor and not hang or place or to allow to be
hung or placed any articles or other goods of any description outside
the Demised Premises or the entrance door thereof whether on the
forecourt or otherwise or from the windows of the Demised Premises nor
expose outside or from the windows of the Demised Premises any clothes
articles or other goods of any description
4.28 NOT TO OBSTRUCT WINDOWS
Not to stop up or obstruct any windows or light belonging to the
Demised Premises or to any other building belonging to the Landlord
nor permit any new window light opening doorway path drain or other
encroachment or easement to be made into against or upon the Demised
Premises and to give notice to the Landlord of any such which shall be
made or attempted and come to the Tenant's notice and at the request
and cost of the Landlord to adopt such means and take such steps as
may be reasonably required by the Landlord to prevent the same
4.29 EMERGENCY WARNING SYSTEMS
To keep any emergency systems within the Demised Premises free from
obstruction and ensure that any such system is visible at all times
during trading hours to at least one senior employee of the Tenant and
to ensure that all employees of the Tenant have detailed knowledge of
the emergency procedure to operate in the event the emergency warning
system is used which procedure will be contained in the regulations
therefor issued from time to time by the Landlord
4.30 RATING SURVEYOR
To advise the rating surveyors nominated by the Landlord from time to
time of any negotiations with the local authority in connection with
the rateable value of the Demised Premises and to consult with the
said rating surveyors before agreeing or settling any rateable value
4.31 DEFECTIVE PREMISES ACT
Forthwith upon becoming aware of the same to give notice in writing to
the Landlord of any defect in the state of the Demised Premises which
would or 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 duty
of care imposed on the Landlord pursuant to the Defective
33
Premises Act 1972 and at all times to display and maintain all notices
(including the wording thereof) which the Landlord may from time to
time display or require to be displayed at the Demised Premises in
relation to such liability
4.32 REPAYMENT OF COSTS
To pay to the Landlord on demand a due proportion (to be conclusively
determined by the Surveyor save in the case of manifest error) of the
cost (including any compensation for damage or disturbance and any
surveyor's fees) incurred by the Landlord from time to time in respect
of any of the following namely repairing cleansing or lighting (as
shall in the opinion of the Landlord be appropriate) any roadways
passageways paths staircases yards or other areas party walls fences
or other structures or any other easements or services used or to be
used in common by the occupier of the Demised Premises and the
occupiers of any adjacent premises
4.33 TO INDEMNIFY LANDLORD
To indemnify the Landlord in respect of all actions proceedings
expenses costs claims and demands whatsoever arising in any way
directly or indirectly out of:-
4.33.1 Any use or occupation of the Demised Premises or the state
and condition of the Demised Premises or the execution of any
alterations or additions to the Demised Premises
4.33.2 Any interference or alleged interference or obstruction of
any right or alleged right of light air drainage or other
right or alleged right now existing for the benefit of any
adjoining or neighbouring property
4.33.3 Any injury to or death of any person or damage to any
property moveable or immovable
4.33.4 The use or existence of any party fences or other boundary
structures or any other easements or services used or to be
used in common by the occupier of the Demised Premises and
the occupiers of any adjacent premises
4.33.5 The user of the Demised Premises
4.33.6 Any relevant defect in or affecting the Demised Premises
within the meaning of the Defective Premises ▇▇▇ ▇▇▇▇
34
4.33.7 Any failure to perform or observe any of the covenants
conditions provisions agreements or declarations herein
contained and on the part of the Tenant to be observed and
performed
4.33.8 Any act neglect or default of the Tenant or any other
occupier for the time being of the Demised Premises
4.34 TO OBSERVE COVENANTS
To observe and perform the agreements covenants and stipulations
contained or referred to in the documents referred to in the Second
Schedule hereto and to keep the Landlord indemnified against all
actions proceedings costs claims and demands in any way relating
thereto
4.35 YIELDING UP
4.35.1 Immediately prior to the Termination Date at the cost of the
Tenant:-
4.35.1.1 to remove every moulding sign writing or painting of
the name or business of the Tenant or other
occupiers from the Demised Premises and to remove
all tenant's and trade fixtures and fittings
furniture and effects from the Demised Premises
4.35.1.2 (unless released from compliance by written notice
given by the Landlord) to remove and make good all
alterations or additions made to the Demised
Premises at any time during the Term and well and
substantially to reinstate the Demised Premises to
the condition in which the same were prior to the
making of such alterations or additions in such
manner as the Landlord shall direct and to its
reasonable satisfaction
4.35.1.3 to make good to the reasonable satisfaction of the
Landlord all damage caused by any such removal or
reinstatement
4.35.2 At the Termination Date quietly to yield up to the Landlord
the Demised Premises in such good and substantial repair and
condition as shall be in accordance with the covenants on the
part of the Tenant herein contained including for the
avoidance of doubt the covenant contained in Clause 4.35.1
above together with all Landlord's fixtures fittings
improvements and
35
additions which now are or may at any time hereafter be in or
about the Demised Premises (but excepting the Tenant's
fixtures and fittings) Provided that if at the Termination
Date the Demised Premises shall not be in such good and
substantial repair and condition then whether the works
necessary to put the Demised Premises into such repair and
condition are carried out by the Tenant or at the entire cost
of the Tenant by the Landlord there shall in addition be paid
to the Landlord by the Tenant by way of liquidated damages a
sum equivalent to the loss of rent suffered by the Landlord
in respect of the period that it would take the Landlord to
carry out all such necessary works such sum to be paid within
seven days of the Landlord informing the Tenant that all such
works have been so completed
4.36 VAT
4.36.1 To pay all VAT at the rate for the time being in force
payable upon any sums due from the Tenant pursuant to the
terms of these presents or as the case may be to repay to the
Landlord all such VAT borne by the Landlord in respect of
such sums
4.36.2 All sums reserved under the terms of this Lease or otherwise
payable to the Landlord under the terms of this Lease
(whether by way of rent interest service charge fee indemnity
reimbursement or otherwise howsoever) are exclusive of VAT so
that the amount of each sum so reserved or payable shall be
increased by the amount of any VAT applicable in respect
thereof and if any other VAT shall be chargeable on supplies
by the Landlord to the Tenant (including any supplies other
than for consideration in money paid to the Landlord) or
shall be chargeable on any other supplies made or
consideration given under the terms of this Lease then the
Tenant shall also pay to the Landlord the amount of VAT so
chargeable
4.36.3 Where for the purposes of this Lease it is necessary to
calculate or estimate the cost or value of any building
structure work item act service or any other matter of
whatsoever nature there shall be calculated or estimated such
cost or value together with any VAT which will or may be
chargeable or payable in respect of such cost or value
4.36.4 For the avoidance of doubt the provisions of this clause
shall apply whether or not the Landlord or any other person
has exercised or has failed to exercise any election or other
discretion for VAT to be chargeable
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4.37 PAYMENT OF COSTS
To pay to the Landlord the costs and expenses of and incidental to the
preparation and execution in duplicate of a suitable memorandum of
rent review to be attached to the Lease and Counterpart upon each
occasion when the rent is reviewed under the provisions of the Third
Schedule hereto
4.38 INTEREST ON UNPAID AND OTHER MONEYS
If any rents or other amounts payable by the Tenant under this Lease
shall not be paid to the Landlord within 14 days of the due date the
Tenant shall pay to the Landlord with any such sums (but without
prejudice to any other rights or remedies of the Landlord) interest
thereon at the Prescribed Rate calculated on a day-to-day basis from
the date on which the same became due and payable down to the date of
payment by the Tenant
4.39 CONSTRUCTION (DESIGN & MANAGEMENT) REGULATIONS 1994
4.39.1 For the purposes of this Clause 4.39 reference to "the CDM
Regulations" shall mean the Construction (Design &
Management) Regulations 1994 or any regulations from time to
time amending supplementing or replacing the same and the
expression "relevant project" shall mean any works of
construction to which the CDM Regulations apply
4.39.2 In respect of the Demised Premises the Tenant shall at all
times observe and comply with (or procure the observance of
and compliance with) the CDM Regulations and shall indemnify
and keep indemnified the Landlord against any loss or
liability incurred by the Landlord as a result of the failure
by the Tenant to observe or comply with the CDM Regulations
and in particular shall maintain in a complete and up-to-date
form any Health & Safety file for the Demised Premises
(whether existing at the date of this Lease or created
subsequently) and upon reasonable request from the Landlord
and at reasonable intervals to make available to the Landlord
a full copy of the Health & Safety file for the Demised
Premises and at the end (or sooner determination) of the Term
to hand over the said file in a complete and up to date form
37
4.39.3 Before commencing any relevant project the Tenant shall
produce to the Landlord satisfactory evidence of:-
4.39.3.1 The appointment of a planning supervisor for the
relevant project
4.39.3.2 Notification of the project to the Health & Safety
Executive
4.39.3.3 The preparation of a Health and Safety plan
(providing to the Landlord a copy thereof)
4.39.4 To comply with such requirements as the Landlord may
reasonably impose in connection with any application for
consent to works of alteration for the purpose of ensuring
compliance with the CDM Regulations and for keeping the
Landlord fully informed of the contents of the Health &
Safety file for the Demised Premises and any relevant project
5 LANDLORD'S COVENANTS
The Landlord HEREBY COVENANTS with the Tenant as follows:-
5.1 QUIET ENJOYMENT
That the Tenant paying the rents hereinbefore reserved on the days and
in the manner hereinbefore appointed for payment thereof and observing
and performing the covenants and conditions hereinbefore contained on
the Tenant's part to be observed and performed shall and may peaceably
and quietly hold and enjoy the Demised Premises during the Term
without any lawful interruption by the Landlord or any person
rightfully claiming through under or in trust for it
5.2 INSURANCE
5.2.1 At all times to pay to the Landlord's insurers the premiums
for keeping the Demised Premises (including all fixtures
therein but not tenant's trade fixtures) insured against loss
or damage by the Insured Risks (so long as the same are
insurable on normal terms on the London insurance market)
subject to such limitations or exclusions or excesses as the
insurers may impose in some insurance office of repute or
with underwriters and through such agency as the Landlord
shall from time to time decide in such sums as shall in the
Landlord's opinion represent the full reinstatement value
thereof including Architects and Surveyors and other
professional fees and incidental expenses and against loss of
rent
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5.2.2 Within 14 days of demand and not more frequently than once a
year to produce or procure the production to the Tenant of
evidence of such insurance and of the payment of the last
premium therefor
5.2.3 As often as the Demised Premises or any part thereof shall be
destroyed or damaged by any of the Insured Risks so as to
render the Demised Premises unfit for use and occupation then
unless payment of the insurance moneys shall be withheld in
whole or in part by reason solely or in part of any act or
default of the Tenant its agents servants or licensees and
subject to the Landlord being able to obtain any necessary
planning consents and all other necessary licences approvals
and consents as soon as possible to lay out the net proceeds
of such insurance (other than sums receivable in respect of
loss of rent) in rebuilding repairing and reinstating the
Demised Premises (but not in any case so as to provide
accommodation identical in design and layout if it would not
be reasonably practicable to do so) Provided that in so doing
the Landlord may use materials of a different quality type or
specification as the Landlord reasonably deems desirable or
necessary
5.2.4 If either:
5.2.4.1 the Landlord having used all reasonable endeavours
to do so is unable to obtain all necessary planning
consents and other licences approvals and consents
necessary for such rebuilding repairing or
reinstatement or
5.2.4.2 such rebuilding repairing or reinstatement is
frustrated for any other reason
the Landlord shall be under no obligation to rebuild repair
or reinstate the Demised Premises and shall be entitled to
retain for its own benefit all insurance monies received or
receivable
6 PROVISOS
PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED as follows:-
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6.1 RE-ENTRY
Notwithstanding and without prejudice to any other remedies and powers
herein contained or otherwise available to the Landlord in any of the
following events the Landlord or any person or persons duly authorised
by the Landlord may at any time re-enter the Demised Premises or any
part thereof in the name of the whole and repossess and enjoy the same
as if this Lease had not been made and thereupon this demise shall
absolutely cease and determine but without prejudice to any right of
action or remedy of the Landlord in respect of any antecedent breach
of any of the covenants by the Tenant herein contained:-
6.1.1 if the rents hereby reserved or any part thereof shall remain
unpaid for 21 days after becoming payable (whether formally
demanded or not)
6.1.2 if any covenant or obligation on the part of the Tenant
herein contained shall not be performed or observed
6.1.3 if the Tenant or any Surety being a company:-
6.1.3.1 makes a scheme of arrangement or a voluntary
arrangement or compounds or enters into a
composition or arrangement with its creditors
6.1.3.2 has a petition presented for the appointment of an
administrator or an administrator is appointed
6.1.3.3 has a receiver or manager or administrative receiver
appointed over all or any part of its assets
6.1.3.4 has a resolution passed for its voluntary winding-up
(save for the purpose of amalgamation or
reconstruction with the prior consent of the
Landlord) or enters into voluntary liquidation
6.1.3.5 has a petition presented for its winding-up or a
winding-up order is made
6.1.3.6 is removed for any reason from the Register of
Companies
6.1.4 if the Tenant or any Surety being an individual (or if
individuals any one of them):-
40
6.1.4.1 enters into a deed of arrangement with his creditors
6.1.4.2 makes or has an application made for an interim
order in connection with a proposal to creditors for
a voluntary arrangement
6.1.4.3 makes any assignment for the benefit of or enters
into any arrangement voluntary or otherwise with his
creditors either by composition or otherwise
6.1.4.4 has a petition presented for his bankruptcy or is
made bankrupt
6.1.5 if any distress or process of execution shall be levied at
the Demised Premises
6.2 REMEDIES
If the Tenant shall make default in making payment to the Landlord of
rent or any moneys payable by the Tenant to the Landlord pursuant to
any of the Tenant's covenants hereinbefore contained on the due date
the amount owing may be recovered by the Landlord by action or
distress as if the same formed part of the rent payable hereunder or
as liquidated damages and such moneys shall bear interest as
hereinbefore provided
6.3 SERVICE OF NOTICES
6.3.1 Any demand or notice requiring to be made given to or served
on the Tenant or the Surety hereunder shall be duly and
validly made given or served if sent by the Landlord or its
Agents through the first class post by pre-paid letter
addressed to the Tenant or the Surety respectively (and if
there shall be more than one of them then any of them) at its
registered office or its last known address or at the Demised
Premises
6.3.2 Any notices required to be given to the Landlord shall be
well and sufficiently given if sent through the first class
post by pre-paid letter addressed to the Landlord at its
registered office or (if the Landlord is an individual) the
Landlord's last known address
6.3.3 Any demand or notice sent by post as aforesaid shall be
conclusively treated as having been made given or served
forty-eight hours after posting
41
6.4 PLANNING RESTRICTIONS
Nothing herein shall render the Landlord or the Tenant liable in
respect of any of the covenants conditions or provisions hereinbefore
contained if and so far only as the performance and observance of such
covenants conditions and provisions or any one or more of them shall
hereafter become impossible or illegal under or by virtue of the
provisions of the Planning Acts but subject as aforesaid the Term and
the rents payable to the Landlord in respect thereof shall not
determine by reason only of any change modification or restriction of
use of the Demised Premises or obligations or requirements hereafter
to be made or imposed under or by virtue of the Planning Acts
6.5 TENANT'S ACKNOWLEDGEMENT
Nothing in this Lease contained shall imply or warrant that the
Demised Premises may in accordance with the Planning Acts be used for
the purpose herein authorised and the Tenant hereby acknowledges and
admits that the Landlord has not given or made at any time any
representation or warranty that any such use is or will be or will
remain a permitted use under the Planning Acts
6.6 EXCLUSION OF COMPENSATION
Notwithstanding anything herein contained or consequent hereto and in
derogation thereof the Landlord and all persons authorised by it shall
have power without obtaining any consent from or making any
compensation to the Tenant to deal as it or they may think fit with
any of the lands buildings or parts of buildings and hereditaments
adjacent adjoining or near to the Demised Premises or any part thereof
and to erect or suffer to be erected thereon or on any part thereof
any building whatsoever and to make any alterations or additions and
carry out any demolition or rebuilding whatsoever which it or they may
think fit or desire to do to such lands or buildings or any part or
parts thereof and without prejudice to the generality of the foregoing
whether such buildings alterations or additions shall or shall not
affect or diminish the light or air which may now or at any time
during the Term be enjoyed by the Tenant or the tenants or occupiers
of the Demised Premises
6.7 DISPUTES
Any dispute arising between the Tenant and any owner or occupier of
adjacent or nearby premises (other than the Landlord) as to any right
or privilege or any party or
42
other wall or otherwise shall be determined on behalf of the Tenant by
the Surveyor whose decision shall bind the Tenant and whose fees shall
be payable as he may direct
6.8 CESSER OF RENT
In case the Demised Premises or any part thereof shall at any time
during the Term be destroyed or damaged by any of the Insured Risks so
as to render the Demised Premises unfit for occupation and use and
payment of the insurance monies shall not have been refused in whole
or in part by reason solely or in part of some act or default of the
Tenant its servants agents or licensees the rent hereby reserved or a
fair proportion thereof according to the nature and extent of the
damage sustained shall be suspended from the date of the damage or
destruction until the Demised Premises shall be again rendered fit for
occupation and use or until the expiration of the period of loss of
rent insured by the Landlord from the date whichever shall be the
earlier and any dispute regarding the said cesser of rent shall be
referred to the award of a single Arbitrator to be appointed in
default of agreement upon the application of either party by the
President for the time being of the Royal Institution of Chartered
Surveyors in accordance with the provisions of the Arbitration Acts
1996 or any statutory modification thereof for the time being in force
Provided always that under no circumstances shall the amount of rent
which ceases to be payable hereunder exceed the amount received by the
Landlord in respect of loss of rent under the policy referred to in
Clause 5.2 hereunder
6.9 WAIVER
The demand for and/or the acceptance of rent by the Landlord or its
agents shall not constitute and shall not be construed to mean a
waiver of any of the covenants on the part of the Tenant herein
contained or of the Landlord's rights of forfeiture or re-entry in
respect thereof but any such breach shall be deemed to be a continuing
breach of covenant and neither the Tenant nor any person deriving
title under or through the Tenant shall be entitled to set up any such
demand or acceptance as a defence in any action or proceedings by the
Landlord
6.10 NO LIABILITY IN DAMAGES
The Landlord shall not in any circumstances incur any liability in
respect of damage to person or property or otherwise howsoever by
reason of any act neglect default or misfeasance of the Landlord its
servants employees agents or independent contractors
43
or by reason of any accidental damage which may at any time be done to
the Demised Premises or to any of the goods persons or property of the
Tenant or any other person caused by any act or default of any other
tenant of the Landlord of any adjoining or neighbouring premises or of
any servant employee or contractor as aforesaid in breach or neglect
of his or her duty
6.11 EXCLUSION OF RIGHTS NOT GRANTED
Nothing herein contained shall operate expressly or impliedly to
confer upon or grant to the Tenant any easement right or privilege
other than those expressly hereby granted
6.12 TENANT'S POSSESSIONS
6.12.1 If after the Tenant has vacated the Demised Premises at the
determination of the Term any property of the Tenant shall
remain in or on the Demised Premises and the Tenant shall
fail to remove the same within seven days after being given
notice to do so by the Landlord then the Landlord shall be
entitled as agent of the Tenant to sell such property and
shall hold the proceeds of such sale (after deducting the
costs and expenses of removal storage and sale reasonably and
properly incurred in connection therewith and after deduction
of any arrears of rent or other sums payable to the Landlord
hereunder) to the order of the Tenant
6.12.2 The Tenant will indemnify the Landlord against any liability
incurred by it to any third party whose property (having been
in or on the Demised Premises as aforesaid) shall have been
sold by the Landlord in the mistaken belief (which shall be
presumed unless the contrary be proved) that such property
belonged to the Tenant and was liable to be dealt with under
Clause 6.12.1 hereof
6.13 STATUTORY COMPENSATION
Except where any statutory provision prohibits the Tenant's right to
compensation being reduced or excluded by agreement the Tenant shall
not be entitled to claim from the Landlord on quitting the Demised
Premises or any part thereof any compensation under the Landlord and
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
44
6.14 ENFORCEMENT OF LANDLORD'S COVENANTS
The covenants conditions and obligations on the part of the Landlord
which are contained or implied in this Lease shall be binding on the
owner of the reversion expectant on the termination of the Term but
shall not be enforceable against any person who has owned such
reversion after it shall have parted with all interest therein
6.15 DETERMINATION BY TENANT
If following the agreement or determination of "the new rent" (as
defined in paragraph 3 of the First Schedule to this Lease) payable on
and after the Second Rent Review Date the Tenant shall desire to
determine this Lease and if the Tenant shall give to the Landlord
within 14 days of such agreement or notification of such determination
of "the new rent" six months notice in writing operating as a notice
to quit within Section 24 of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and if
the Tenant shall pay all the rents and perform and observe all the
Tenant's covenants hereinbefore reserved and contained in all material
respects up to such determination then on the expiration of the six
months' notice the term hereby granted shall cease but without
prejudice to the rights and remedies of the Landlord for any arrears
of rent or any breach of the Tenant's covenants or the conditions
herein contained
7 COVENANTS BY SURETY
7.1 The provisions of this Clause shall apply where:-
7.1.1 a surety is a party to this Lease
7.1.2 in accordance with the requirements of Clause 4.19 a surety
is a party to a Licence to Assign this Lease or to grant an
Underlease out of it
7.2 The Surety as primary obligor and not as guarantor covenants with the
Landlord:-
7.2.1 during the Term or if applicable until completion of an
assignment of this Lease which is not an excluded assignment
as defined in Section 11 of the Act the Tenant shall pay the
rent when due and perform the covenants and other terms of
this Lease
7.2.2 in case of default by the Tenant to pay on demand the rents
and so far as required by the Landlord to observe and perform
the covenants and other terms of this Lease
45
7.2.3 where the Tenant has assigned the Lease and has entered into
an authorised guarantee agreement with the Landlord under
Section 16 of the Act the Tenant shall pay all sums due and
comply with its obligations arising under the authorised
guarantee agreement
and the Surety indemnifies the Landlord against all losses damages
costs and expenses suffered or incurred by the Landlord as result of
any default by the Tenant
7.3 The liability of the Surety under this Clause 7 shall not be effected
in any way by:-
7.3.1 any neglect of forbearance of the Landlord in enforcing
payment of any rent or the observance or performance of the
covenants and provisions of the Lease
7.3.2 any time or indulgence given to the Tenant by the Landlord
7.3.3 any time or indulgence given to or the release of any person
who is a guarantor or who is otherwise liable for the
performance of the Tenant's obligations under this Lease
7.3.4 any refusal by the Landlord to accept rent from the Tenant
following a breach of covenant by the Tenant
7.3.5 any agreement with the Tenant or any licence or consent
granted to the Tenant or any variation in terms of the Lease
7.3.6 any assignment of the Lease except to the extent the Tenant
is released by statute
7.3.7 the death of the Tenant (if an individual) or the dissolution
of the Tenant (if a company)
7.3.8 a surrender of part of the Demised Premises except that the
Surety shall have no liability in relation to the surrendered
part in respect of any period following the date of surrender
7.3.9 the Tenant or any other person who is a guarantor ceasing to
exist or any legal limitation or incapacity relating to them
7.3.10 any other matter or thing whereby but for this provision the
Surety would have been released
46
7.4 The Surety undertakes to the Landlord not (without the prior consent
of the Landlord) to make a claim on the Tenant under any right of
subrogation or indemnity or to take any security from the Tenant and
where any such security is taken from the Tenant and enforced by the
Surety to hold the proceeds of such enforcement on trust for the
Landlord
7.5 If this Lease shall be disclaimed or shall be forfeited by the
Landlord the Surety will if the Landlord shall by notice in writing
within six months after such disclaimer or forfeiture so require take
from the Landlord a lease of the Demised Premises for a term equal to
the residue of the Term at the time of such disclaimer or forfeiture
at the same rent as was payable immediately prior to such disclaimer
subject to the same covenants and conditions (including as to rent
review) as in this Lease but without requiring any other person to act
as Surety such new lease to take effect from the date of disclaimer or
forfeiture and to be granted at the cost of the Surety who shall
execute and deliver to the Landlord a counterpart of it
7.6 If this Lease is disclaimed or forfeited or otherwise ceases to have
effect and for any reason the Landlord does not require the Surety to
accept a new lease pursuant to Clause 7.5 the surety 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 Demised
Premises and the rents (if higher) which would have been payable had
this Lease not been disclaimed or forfeited for the period commencing
with the date of disclaimer or forfeiture and ending on the date
twelve months after the date of disclaimer or forfeiture and the
Landlord's certificate of the amount or amounts due under this
sub-clause shall in the absence of manifest error be final and binding
on the Surety
7.7 The Surety's covenants under this Clause 7 shall be for the benefit of
the person in whom the reversion immediately expectant on this Lease
is vested without the need for any express assignment
7.8 References in this Clause 7 to the Tenant shall include references to
the Tenant's assigns under excluded assignments as defined in Section
11 of the Act but shall not include any other assigns.
IN WITNESS whereof this Deed has been duly executed by the parties the day and
year first before written
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THE FIRST SCHEDULE ABOVE REFERRED TO
(PROVISIONS FOR RENT REVIEW)
1 In this Schedule the following expression shall have the following
meanings:-
1.1 "the Rent Review Dates" shall mean the date or dates specified in the
Particulars
1.2 "the open market rent" shall mean the yearly rent which would
reasonably be expected to become payable in respect of the Demised
Premises in the open market upon a letting of the Demised Premises
1.2.1 by a willing landlord to a willing tenant 1.2.2 without
taking a fine or premium
1.2.3 after the tenant has received the benefit of any other
concession or inducement whatsoever that it might then be the
practice for a landlord to allow or give to a tenant in the
open market
1.2.4 either as a whole or by separate lettings whichever shall
produce the higher rent
1.2.5 with vacant possession
1.2.6 for a term equal to the residue of the Term or 10 years
whichever shall be the longer commencing in either event on
the Relevant Rent Review Date (as hereinafter defined) and
with the rent review dates occurring on every fifth
anniversary of the commencement of the term of the
hypothetical lease
1.2.7 upon the terms and conditions (save as to the rent first
hereinbefore reserved but including like provisions for the
review of rent) as are herein contained and
1.2.8 making the assumptions referred to in Paragraph 1.3 and
disregarding the matters referred to in Paragraph 1.4 of this
Schedule
1.3 The assumptions (if not facts) to be made for the purposes of
Paragraph 1.2 of this Schedule are as follows:-
48
1.3.1 that all the Landlord's and the Tenant's covenants shall have
been fully complied with
1.3.2 that the Demised Premises are fit and available for immediate
occupation and use and may be lawfully used for any of the
users referred to in Paragraph 1.3.3
1.3.3 that this Lease permitted the Demised Premises to be used for
whichever of the following as would command the higher rental
value at the Relevant Rent Review Date namely:
1.3.3.1 the user hereby permitted and
1.3.3.2 any user within Use Classes B1 of the Town and
Country Planning (Use Classes) Order 1987 (as
enacted at the date hereof)
1.3.4 that if the Demised Premises have been destroyed or damaged
they have been fully restored and
1.4 The matters to be disregarded for the purposes of Paragraph 1.2 of
this Schedule are as follows:-
1.4.1 any effect on rent of the fact that the Tenant or an
undertenant may have been in occupation of the Demised
Premises
1.4.2 any goodwill attached to the Demised Premises by reason of
any trade or business carried on therein by the Tenant or any
undertenant
1.4.3 any effect on rent of any improvement carried out on or after
the date of this Lease by the Tenant or any undertenant at
its own expense within 21 years of the Relevant Rent Review
Date with the Landlord's written consent otherwise than in
pursuance of an obligation to the Landlord or its
predecessors in title and only to the extent that the
Landlord or its predecessors in title have made no
contribution either by direct payment or by rent abatement
1.4.4 any diminishing effect on rent of any alterations or internal
partitioning of or other works to the Demised Premises
carried out by the Tenant or any undertenant during the Term
or during any period of occupation prior to the date of this
Lease
49
1.4.5 any diminishing effect on rent of any statutory restriction
or regulation of the amount of rent obtainable for the
Demised Premises or any part thereof
1.4.6 any effect on rent of the matters set out or referred to in
the Fourth Schedule to this Lease
1.4.7 all trade fixtures and fittings affixed to the Demised
Premises either by the Tenant or any undertenant and
1.4.8 the fact that any VAT is payable in respect of the rents
hereby reserved and the amount of any such VAT
2 On and after each one of the Rent Review Dates the rent first
hereinbefore reserved shall be whichever is the higher of:-
2.1 the yearly rent operative immediately before that one of the Rent
Review Dates (herein referred to as "the Relevant Rent Review Date")
and
2.2 the open market rent of the Demised Premises on the Relevant Rent
Review Date
3 If the Landlord and the Tenant shall be able to agree on the amount of
rent reserved pursuant to Paragraph 2 (hereinafter called "the new rent") such
agreement shall be recorded in a memorandum to be endorsed on or attached to
this Lease and signed by both parties (but that memorandum shall be regarded as
evidential only and its absence shall not affect the liability of the Tenant to
pay the new rent)
4.1 If three months before the Relevant Rent Review Date the Landlord and
the Tenant shall not have agreed on the new rent to commence on the
Relevant Rent Review Date the Landlord may at any time thereafter (but
before the Rent Review Date next following the Relevant Rent Review
Date) require an independent surveyor (hereinafter called "the
Independent Surveyor") to determine the open market rent
4.2 If six months after the Relevant Rent Review Date the Landlord and the
Tenant shall not have agreed on the new rent and the Landlord shall
not have required the Independent Surveyor to determine the open
market rent under Paragraph 4.1 of this Schedule then the Tenant may
at any time thereafter require the Independent Surveyor to determine
the open market rent
50
5 The Independent Surveyor (who shall be a Chartered Surveyor qualified
for at least ten years having substantial recent experience in valuing property
in the same area and of a like kind and character to the Demised Premises) may
be agreed upon by the Landlord and the Tenant and in default of such agreement
shall be appointed by the President for the time being of the Royal Institution
of Chartered Surveyors on the application of the Landlord or the Tenant If the
said President shall for any reason not be available or be unable to make such
appointment at the time of the application therefor then the appointment may be
made by the Vice-President or next senior officer of the said Institution then
available and able to make such appointment or if no such officer of the said
Institution shall be so available and able by such officer of such professional
body of surveyors as the Landlord shall designate (and any reference hereafter
to the said President shall be deemed to include a reference to such
Vice-President or other officer)
6.1 Notice in writing of his appointment shall be given by the Independent
Surveyor to the Landlord and the Tenant and he shall invite each to
submit within a specified period (which shall not exceed four weeks) a
valuation accompanied if desired by a statement of reasons
6.2 The Independent Surveyor shall act as an arbitrator unless the
Landlord shall in its absolute discretion require him to act as an
expert
6.3 The Independent Surveyor shall give notice in writing of his decision
to the Landlord and the Tenant within two months of his appointment or
within such extended period as the Landlord may determine
6.4 If the Independent Surveyor comes to the conclusion that the open
market rent of the Demised Premises on the Relevant Rent Review Date
is or was less than the yearly rent operative immediately before the
Relevant Rent Review Date (hereinafter called "the current rent") the
new rent shall be the current rent and the decision of the Independent
Surveyor shall so state
6.5 If the Independent Surveyor acts as an arbitrator the arbitration
shall be conducted in accordance with the Arbitration Acts 1996
6.6 If the Independent Surveyor acts as an expert
6.6.1 his fees and expenses including the cost of his nomination
shall follow his determination but the Landlord and the
Tenant shall otherwise bear their own costs and
6.6.2 the Independent Surveyor shall afford the Landlord and the
Tenant an opportunity to make representations to him
51
6.7 If either the Landlord or the Tenant shall fail to pay costs or fees
and expenses awarded against it by the Independent Surveyor under the
provisions hereof within 21 days of the same being demanded by the
Independent Surveyor then the other party shall be entitled to pay the
same and the amount so paid shall be repaid on demand by the party
chargeable
7 If the Independent Surveyor shall fail to determine the open market
rent and give notice thereof within the time and in the manner hereinbefore
provided or if he shall relinquish his appointment or die or if it shall become
apparent that for any reason he will be unable to complete his duties hereunder
the Landlord may apply to the said President for a substitute to be appointed
in his place which procedure may be repeated as many times as necessary
8 In the event that by the Relevant Rent Review Date the Landlord and
the Tenant shall not have reached agreement as provided for in paragraph 3 and
the Independent Surveyor shall not have given the notice provided for in
paragraph 6.3 of this Schedule then the Tenant shall continue to pay rent at
the rate of the current rent on each day appointed by this Lease for payment of
rent until such agreement shall be reached or the said notice shall be given to
him whichever shall first occur Within 14 days after such agreement shall have
been reached or the said notice shall have been given to him (as the case may
be) the Tenant shall pay to the Landlord as arrears of rent an amount equal to
the difference between the new rent and the rent actually paid for the period
commencing on the Relevant Rent Review Date together with interest thereon in
this context only calculated at the rate of Two per cent below the Prescribed
Rate for the period commencing on the Relevant Rent Review Date to the date of
payment if such payment is made within such period of 14 days and if payment is
not made within such period of 14 days calculated at the Prescribed Rate for
the period commencing on the Relevant Review Date to the date of payment of the
said amount
9 If on any one of the Rent Review Dates there shall be in force any
enactment which shall relate to the control of rents and which shall restrict
interfere with or affect the Landlord's right to revise the rent first
hereinbefore reserved in accordance with the terms hereof or to receive the new
rent then the Landlord shall be entitled following each removal or modification
of such enactment to serve notice (hereinafter called "an interim notice") upon
the Tenant and from and after the date of service of such interim notice until
the next Rent Review Date or the service of the next interim notice (whichever
shall first occur) the rent
52
first hereinbefore reserved shall be increased to whichever is higher of the
open market rent at the date of service of the interim notice or the rent
payable immediately prior thereto and the provisions of this Schedule shall
apply accordingly with the substitution of the said date of service for the
Relevant Rent Review Date
10 Time shall not be of the essence in respect of any period of time
referred to in this Schedule
THE SECOND SCHEDULE ABOVE REFERRED TO
(MATTERS TO WHICH THE DEMISE IS SUBJECT)
1 The Property and Charges Register of Title Number SY331943 as
disclosed by Office Copies dated 28th April 1999
2 Agreement under Section 106 of the Town and Country Planning ▇▇▇ ▇▇▇▇
dated the 28th April 1995 and made between Runnymede Borough Council of the one
part and ▇▇▇▇▇▇▇ ▇▇▇▇ Limited of the other part
3 Agreement under Section 115 of the ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ dated the 18th
January 1996 and made between Runnymede Borough Council of the one part and
▇▇▇▇▇▇▇ ▇▇▇▇ Limited of the other part
4 Agreement under Section 142 of the ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ dated the 18th
January 1996 and made between Runnymede Borough Council of the one part and
▇▇▇▇▇▇▇ ▇▇▇▇ Limited of the other part
THE THIRD SCHEDULE
(Authorised Guarantee Agreement)
1 The Tenant as primary obligor and not as guarantor covenants with the
Landlord:-
1.1 During the Term or if applicable until completion of an assignment of
the Lease which is not an excluded assignment as defined in Section 11
of the Act the Tenant shall pay the rent when due and perform the
covenants and other terms of the Lease
1.2 In case of default by the Assignee to pay on demand the Rents and so
far as required by the Landlord to observe and perform the covenants
and other terms of the Lease
And the Tenant indemnifies the Landlord against all losses damages costs and
expenses suffered or incurred by the Landlord as a result of any default by the
Assignee
53
1.3 The liability of the Tenant under this Schedule shall not be effected
in any way by:-
1.3.1 any neglect or forbearance of the Landlord in enforcing
payment of any rent or the observance or performance of the
covenants and provisions of the Lease
1.3.2 any time or indulgence given to the Assignee by the Landlord
1.3.3 any time or indulgence given to or the release of any person
who is a guarantor or who is otherwise liable for the
performance of the tenant's obligations under the Lease
1.3.4 any refusal by the Landlord to accept rent from the Assignee
or his successors following a breach of covenant by the
Assignee
1.3.5 any licence or consent granted to the Assignee pursuant to
the terms of the Lease
1.3.6 any assignment of the Lease except to the extent the Assignee
is released by statute
1.3.7 the death of the Assignee (if an individual) or the
dissolution of the Assignee (if a company)
1.3.8 a surrender of part of the Demised Premises except that the
Tenant shall have no liability in relation to the surrendered
part in respect of any period following the date of surrender
1.3.9 the Assignee or any other person who is a guarantor ceasing
to exist or any legal limitation or incapacity relating to
them
1.3.10 any other matter or thing whereby but for this provision the
Tenant would have been released
1.4 The Tenant undertakes to the Landlord not (without the prior consent
of the Landlord) to make a claim on the Assignee under any right of
subrogation or indemnity or to take any security from the Assignee and
where any such security is taken from the Assignee and enforced by the
Surety to hold the proceeds of such enforcement on trust for the
Landlord
54
1.5 If the Lease shall be disclaimed the Tenant will if the Landlord shall
by notice in writing six months after such disclaimer so require take
from the Landlord a lease of the Demised Premises for a term equal to
the residue of the term at the time of such disclaimer at the same
rent as was payable immediately prior to such disclaimer subject to
the same covenants and conditions (including as to rent review) as in
this Lease but without requiring any other person to act as surety
such new lease to take effect from the date of disclaimer and to be
granted at the cost of the Tenant who shall execute and deliver to the
Landlord and counterpart of it
SIGNED as a DEED by MELITA HOUSE
INCORPORATED acting by its [attorney]
in the presence of:-
Attorney
Witness Signature
Witness Name
Witness Address
EXECUTED as a DEED of MELITA EUROPE
LIMITED acting by (director)
and (director/secretary)
Director
Secretary