EXHIBIT 10.5
THIS ASSIGNMENT is made the 18th day of December, 1998 BETWEEN (1) ASPECT
TELECOMMUNICATIONS LIMITED whose registered office is 2 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (Company Registration No. 2181869) ('the Vendor')
and (2) FRONTEC (UK) LIMITED whose registered office is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ('the Purchaser') (Company Registration No. 1912489)
NOW THIS DEED WITNESSES as follows:
1. DEFINITIONS AND INTERPRETATIONS
In this assignment:
1.1 'the Lease' means the lease particulars of which are set out in the
schedule
1.2 'the Property' means the property more particularly described in the Lease
1.3 'the Covenants' means the covenants conditions and all other obligations of
the Vendor arising under or contained in the Lease
1.4 'the Term' means the term created by the Lease
1.5 words importing persons shall include firms companies
and corporation and vice versa
1.6 words importing one gender shall be construed as importing any other
gender
1.7 words importing the singular shall be construed as importing the plural
and vice versa
1. where any party comprises more than one person the obligations and
liabilities of that party under this assignment shall be joint and several
obligations and liabilities of those persons
2. the clause headings do not form part of this assignment and shall not be
taken into account in its construction or interpretation
2. RECITALS
2.1 By the Lease the Property was demised to the Vendor for the Term at the
rent therein reserved The Property remains vested in the Vendor for the
unexpired residue of the Term subject to the Covenants but otherwise free
from incumbrances
2.3 The Vendor has agreed to assign the Lease to the Purchaser for
the residue of the Term in consideration of the performance and observance of
the covenants by the Purchaser contained in this assignment
2.4 The consent of the Landlord has been obtained as required by the Lease
3. ASSIGNMENT
In consideration of the covenants by the Purchaser contained in Clause S hereof
the Vendor with full title guarantee assigns to the Purchaser ALL THAT the
Property TO HOLD to the Purchaser for the unexpired residue of the Term SUBJECT
to the performance and observance of the Covenants
4. COVENANTS FOR TITLE
It is agreed that THE covenants which are implied by the Law of Property
(Miscellaneous Provisions) Act 1994 shall be limited so as not to extend to any
breach of the covenants relating to repair and decoration of the Property
5. COVENANT FOR INDEMNITY BY PURCHASER
With the object and intention of affording to the Vendor a full and sufficient
indemnity but not farther or otherwise the Purchaser covenants with the Vendor
that it and its successors in title will:
5.1 during the Term pay the rents reserved in the Lease and perform a the
Covenants and
5.2 keep the Vendor and its successors in title indemnified against all actions
claims demand losses costs damages and liabilities whatsoever arising by reason
of any breach of the Covenants
6. CERTIFICATE OF VALUE
It is hereby certified that the transaction hereby effected does not form part
of a larger transaction or series of transactions in respect of which the amount
or value or aggregate amount or value of the consideration exceeds L60,000
(SIXTY THOUSAND POUNDS)
IN WITNESS whereof the parties hereto have caused this Assignment to be executed
by their authored representatives the day and year first here and before written
SCHEDULE
The Lease
Dated: 20th February 1997
Parties: (1) Landlord:
General Accident Life Assurance Ltd
(2) Tenant:
Aspect Telecommunications Ltd
Premises: Offices on the Third Floor, The Arena, Parkway West,
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇
Term: Five Years from the 1st February 1997
(excluding Section 24 to 28 of the Landlord
and Tenant Act 1954)
Rent and Service Charge: As referred to in the Lease
SIGNED as a DEED by ASPECT )
TELECOMMUNICATIONS LTD )
acting by a Director and its )
Secretary or two Directors )
Director
Secretary or Director
WEATHERALL
GREEN & ▇▇▇▇▇
SIGNED as a DEED by FRONTEC )
(UK) LIMITED acting by a Director )
and its Secretary or two Directors )
Director
Secretary or Director
WEATHERALL
GREEN & ▇▇▇▇▇
DATED 20 FEBRUARY, 1997
(1) Landlord:
GENERAL ACCIDENT LIFE
ASSURANCE LIMITED
(2) Tenant:
ASPECT TELECOMMUNICATIONS
LIMITED
----------------------------------------------------------------------
L E A S E
- of -
Offices on the Third Floor
The Arena
Parkway West
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇
----------------------------------------------------------------------
Commencement Date: 1 February 1997
Term: 5 years
Expiry Date: 31 January 2002
Rent: L74,592 per annum
exclusive (subject to increase and review)
-------------------------------------------------
▇▇▇▇▇▇▇▇ CHANCE
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ECIA 411
Ref. CQM/G3/17470/RCSH
CQMSOIS7.04
WEATHERALL
GREEN & ▇▇▇▇▇
2
2.3 The Vendor has agreed to assign the Lease to the Purchaser for the
residue of the Term in consideration of the performance and observance
of the covenants by the Purchasers contained in this assignment
2.4 The consent of the Landlord has been obtained as required by the Lease
3. ASSIGNMENT
In consideration of the covenants by the Purchaser contained in Clause 5
hereof the Vendor with full title guarantee assigns to the Purchaser ALL
THAT the Property TO HOLD to the Purchaser for the unexpired residue of the
Term SUBJECT to the performance and observance of the Covenants
4. COVENANTS FOR TITLE
It is agreed that the covenants which are implied by the law of Property
(Miscellaneous Provisions) ▇▇▇ ▇▇▇▇ shall be limited so as not to extend to
any breach of the covenants relating to repair and decoration of the
Property
5. COVENANT FOR INDEMNITY BY PURCHASER
With the object and intention of affording to the Vendor a full and
sufficient indemnity but not further or otherwise the Purchaser covenants
with the Vendor that it and its successors in title will;
5.1 during the Term pay the rents reserved in the Lease and perform all
the Covenants and
5.2 keep the Vendor and its successors in title indemnified against all
actions claims demand losses costs damages and liabilities whatsoever
arising by reasons of any breach of the Covenants
6. CERTIFICATE OF VALUE
It is hereby certified that the transaction hereby effected does not form
part of a larger transaction or series of transactions in respect of which
the amount or value or aggregate amounts or value of the consideration
exceeds L60,000 (SIXTY THOUSAND POUNDS)
3
IN WITNESS whereof the parties hereto have caused this Assignment to be executed
by their authorised representatives the day and year first here and before
written
SCHEDULE
The Lease
Dated: 20th February 1997
Parties: (1) Landlord:
General Accident Life Assurance Ltd
(2) Tenant:
Aspect Telecommunications Ltd
Premises: Offices on the Third Floor, The Arena, Parkway West,
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇
Term: Five Years from the 1st February 1997
(excluding Section 24 to 29 of the Landlord
and Tenant Act 1954)
Rent and Service Charge: As referred to in the Lease
SIGNED as a DEED by ASPECT )
TELECOMMUNICATIONS LTD )
acting by a Director and its )
Secretary or two Directors )
Director
Secretary or Director
4
SIGNED as a DEED by FRONTEC )
(UK) LIMITED acting by a Director )
and its Secretary or two Directors )
Director
Secretary or Director
4.18 NUISANCE.........................................................................................12
4.19 ALTERATIONS......................................................................................12
4.20 SIGNS AND ADVERTISEMENTS.........................................................................12
4.21 ALIENATION.......................................................................................13
4.22 REGISTRATION OF DISPOSITIONS.....................................................................15
4.23 DISCLOSURE OF INFORMATION........................................................................15
4.24 LANDLORD'S COSTS.................................................................................15
4.25 STATUTORY REQUIREMENTS...........................................................................16
4.26 PLANNING ACTS....................................................................................17
4.27 STATUTORY NOTICES................................................................................18
4.28 FIRE PRECAUTIONS AND EQUIPMENT...................................................................18
4.29 DEFECTIVE PREMISES...............................................................................19
4.30 ENCROACHMENTS AND EASEMENTS......................................................................19
4.31 RELETTING NOTICES................................................................................19
4.32 INDEMNITY........................................................................................19
4.33 LANDLORD'S REGULATIONS...........................................................................19
4.34 TAXATION.........................................................................................20
4.35 VALUE ADDED TAX..................................................................................20
4.36 COVENANTS AFFECTING REVERSION....................................................................20
5. LANDLORD'S COVENANTS.............................................................................21
5.1 QUIET ENJOYMENT..................................................................................21
5.2 PROVISION OF SERVICES............................................................................21
5.3 PERSONS EXERCISING RIGHTS........................................................................22
6. INSURANCE........................................................................................23
6.1 LANDLORD TO INSURE...............................................................................23
6.2 LANDLORD'S FIXTURES..............................................................................23
6.3 LANDLORD TO PRODUCE EVIDENCE OF INSURANCE........................................................24
6.4 NOTING ON INSURANCE POLICY.......................................................................24
6.5 DESTRUCTION OF THE BUILDING......................................................................24
6.6 OPTION TO DETERMINE..............................................................................25
6.7 WHERE REINSTATEMENT IS PREVENTED.................................................................25
6.8 PAYMENT OF INSURANCE MONEYS REFUSED .............................................................25
6.9 CESSER OF RENT...................................................................................25
6.10 BENEFIT OF OTHER INSURANCES......................................................................25
6.11 INSURANCE BECOMING VOID..........................................................................26
6.12 REQUIREMENTS OF INSURERS.........................................................................26
6.13 NOTICE BY TENANT.................................................................................26
7. PROVISOS ........................................................................................26
7.1 FORFEITURE.......................................................................................26
7.2 NO IMPLIED EASEMENTS.............................................................................28
7.3 EXCLUSION OF WARRANTY AS TO USER.................................................................28
7.4 REPRESENTATIONS..................................................................................28
7.5 USE OF PREMISES OUTSIDE BUSINESS HOURS...........................................................28
7.6 FAILURE BY LANDLORD TO PROVIDE SERVICES..........................................................29
7.7 EXCLUSION OF LANDLORD'S LIABILITY ...............................................................29
7.8 COVENANTS RELATING TO ADJOINING PROPERTY.........................................................29
7.9 EFFECT OF WAIVE..................................................................................29
7.10 EXCLUSION OF STATUTORY COMPENSATION..............................................................29
7.12 NOTICES ........................................................................................30
7.13 DISPUTES WITH ADJOINING OCCUPIERS................................................................30
7.14 TENANT'S OPTION TO DETERMINE.....................................................................30
7.15 CONDITIONS AND RIGHTS OF ENTRY...................................................................31
8. SERVICE CHARGE...................................................................................31
9. AGREEMENT FOR LEASE..............................................................................35
FIRST SCHEDULE
RIGHTS AND EASEMENTS GRANTED..............................................................................36
SECOND SCHEDULE
EXCEPTIONS AND RESERVATIONS...............................................................................37
THIRD SCHEDULE
AUTHORISED GUARANTEE AGREEMENT TO BE GIVEN BY TENANT PURSUANT TO CLAUSE 22(c)(1)..........................39
FOURTH SCHEDULE
COVENANTS BY THE GUARANTOR................................................................................43
FIFTH SCHEDULE
ITEMS OF EXPENDITURES AS REFERRED TO IN CLAUSE 8..........................................................46
SIXTH SCHEDULE
DEEDS AND DOCUMENTS CONTAINING MATTERS TO WHICH THE DEMISED PREMISES ARE SUBJECT..........................52
LEASE PARTICULARS
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1. DATE : 20th day of February 1997
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2. PARTIES
(a) LANDLORD : GENERAL ACCIDENT LIFE ASSURANCE LIMITED
whose registered office is at ▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ YOI IHR
(Company registration number 226 742
(b) TENANT : ASPECT TELECOMMUNICATIONS
LIMITED whose registered office
is at The Harlequin Centre
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
(Company registration number 2181869)
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3. DEMISED PREMISES : The Third floor of the Building shown
edged red on Plan 1
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4. BUILDING : The building on the Estate shown edged
red on Plan 2
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5. ESTATE : The pieces or parcels of land situate at
▇▇▇▇▇▇▇▇ Lane, Heston, together with the
Buildings erected thereon or on part thereof
known as Parkway West and Parkway Trading
Estate the approximate boundaries whereof are
shown edged green on Plan numbered 3 as the
same are registered at H.M. Land Registry
under Title Number MX352739 and NGL242792
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6. TERM : Five years
------------------------------------------------------------------------------------------------
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7. TERM COMMENCEMENT DATE : 1 February 1997
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8. INITIAL RENT : Seventy four thousand five hundred and
ninety two pounds (L74,592) per annum
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9. RENT COMMENCEMENT DATE : 1 February 1997
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10. SERVICE CHARGE
(a) ESTATE SERVICE To be calculated in accordance with
CHARGE : clause 8.1(a)
(b) BUILDING SERVICE
CHARGE : To be calculated in accordance with
clause 8.1(b)
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11. SERVICE CHARGE the date hereof
COMMENCEMENT DATE :
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12. PROVISIONAL QUARTERLY L3139.05
SERVICE CHARGE PAYMENT : (exclusive of value added tax)
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13. NET INTERNAL AREA : The total floor area expressed in
square feet measured in accordance with
the Code of Measuring Practice
published on behalf of the Royal
Institution, of Chartered Surveyors and
the Incorporated Society of Valuers and
Auctioneers (Third Edition January
1990) such area being measured in
accordance with the definition "Net
Internal Area" contained in the said
Code in the case of the Building and
measured in accordance with the
definition "Gross Internal Area"
therein contained in the castof all
other lettable areas.
-----------------------------------------------------------------------------------------------
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14. PERM1TTED USER : Good class professional or commercial offices
within paragraph (a) of Class BI (Business) of the
Town and Country Planning (Use Classes) Order 1987
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15. PRESCRIBED RATE : Four per cent (4%) per annum above Base Rate
---------------------------------------------------------------------------------------------------
16. BASE RATE : The Base Rate for the time being of Lloyds Bank
PLC or some other London clearing bank nominated from
time to time by the Landlord or, in the event of Base
Rate being abolished, such other reasonable comparable
race of interest as the Landlord shall from time to
time determine
---------------------------------------------------------------------------------------------------
T H I S L E A S E made on the Date stated in the Particulars
(as hereinafter defined) B E T W E E N the Parties specified
in the Particulars
W I T N E S S E T H in consideration of the rents and
covenants hereinafter reserved and contained as follows:-
1. DEFINITIONS
IN this Lease, unless the context otherwise requires, the
following expressions shall have the following meanings:-
1.1 "ADJOINING PROPERTY" means all parts of THE ESTATE (other than
the Demised Premises) and any land and/or buildings adjoining
or neighboring The Estate;
1.2 "BUILDING" means the Building (of which the Demised Promises
form part) briefly described in the Particulars and each and
every part thereof and all the appurtenances belonging
thereto, including:
(a) all landlord's fixtures, fixings, plant, machinery,
apparatus and equipment now or hereafter in or
upon the same;
(b) all additions, alterations and improvements thereto;
1.3 BUSINESS HOURS means the usual business or working hours of
the Estate which shall be 7:00 a.m.- to 8.00 p.m. on Mondays
to Fridays (inclusive) and 8.00: a.m. to 1.00 p.m. on,
Saturdays (excluding Christmas Day, Good Friday and all usual
bank or public holidays) and such additional hours as may,
from time to time, be reasonably approved by the Landlord, who
shall have regard to the interests of the tenants and
occupiers of the Estate;
1.4 "COMMON AREAS" means the service roads, service areas, service
bays, pedestrian areas, yards, forecourts and landscaped areas
and also car parking areas and any other amenities on the
Estate which are or may from time to time, be provided o r
designated by the Landlord for common use by the tenants and
occupiers of the Estate and all persons expressly or by
implication authorized by them but excluding the Lettable
Areas.
1.5 "COMMON PARTS" means the pedestrian ways, courtyards,
forecourts, entrance halls, corridors, passages, lobbies,
landings, staircases, lifts, lavatories and washrooms and any
other amenities in the Building or within the curtilage
thereof which are or may, from time to time, be reasonably
provided or designated by the Landlord for common use by
the tenants and occupiers of the Building and all persons expressly or
by implication authorised by them but excluding the Lettable Areas;
1.6 "CONDUITS" means all sewers, drains, pipes, gullies, gutters ducts,
mains, watercourses, channels subways, wires. cables, conduits, flues
and other conducting media of whatsoever nature;
1.7 "DEMISED PREMISES" means the Demised Premises as briefly described in
the Particulars, including:-
(a) the internal plaster surfaces and finishes of all structural
or load bearing walls and columns therein or which enclose the
same, but not any other part of such walls and columns;
(b) the entirety of all non-structural or non-load bearing walls
and columns therein
(c) the inner half severed medially of the internal non-load
bearing walls (if any) that divide the same from other parts
of the Building;
(d) the floor finishes thereof and all carpets save that the lower
limit of the Demised Premises shall not extend to anything
below the floor finishes except that raised floors and the
cavity below them shall be included;
(e) the ceiling finishes thereof, including all suspended ceilings
(if any) and light fittings save that the upper limit of the
Demised Premises shall not extend to anything above the
ceiling finishes except that the cavity above any suspended
ceilings shall be included;
(f) all window frames and window furniture and all glass in the
windows and all doors, door furniture and door frames;
(g) all sanitary and hot and cold water apparatus and equipment
and the radiators (if any) therein and all fin fighting
equipment and hoses therein;
(h) all Conduits therein and exclusively serving the same, saw
those of statutory undertakers;
[GRAPHIC OF FLOOR PLAN DIAGRAM]
[GRAPHIC OF FLOOR PLAN DIAGRAM]
Schedule of Condition
taken at
▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇
on
Thursday 19 December 1996
Prepared by:
Weatherall Green & ▇▇▇▇▇
Chartered Surveyors
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ILT
December 1996
General Notes-
1. The premises were, unoccupied at die time the schedule was taken.
2. For the purpose of identification it has, been assumed that the east
elevation is the one forming the main entrance to the building.
3. The schedule covers the internal office floor area only including the
office side of the doors from the stair and lift lobbies. The lift and
stair lobbies, toilets and secondary stair tower are not recorded as these
are assumed to be common parts and outside the direct repairing obligations
of the tenants.
REF. ITEM DESCRIPTION CONDITION PHOTO
---- ---- ----------- --------- -----
1.0 Ceiling Suspended ceiling with fissured mineral fibre - Tiles are generally in good condition
tiles 600x600mm laid in an exposed grid with although refinishing treatment has filled
slots. Edges formed with standard edge beads in fissures.
off-white. Tiles have been treated with a
proprietary refinishing system. - Grid is generally in reasonable condition.
- Edge trim is generally soiled and discoloured.
600x600m fluorescent light fittings To the perimeter of the core there are
are incorporated into the ceiling frequent paint marks arising from
with chromed low glare diffusers. the painting of the shadow gap.
Switched from gang switches
Adjacent to entrance doors on both sides.
- 9No. tiles along the north side have small
holes and marks left by fixings.
- Blackening of tiles around supply grill
north east corner five tiles and
grill affected.
- Other supply grills are lightly soiled
including the two at the south end.
- Small number of tiles have black finger
marks on them probably in the region
of twenty throughout the floor.
REF. ITEM DESCRIPTION CONDITION PHOTO
---- ---- ----------- --------- -----
- On west side in the fourth bay
from north end tile adjacent column
is stained and one above central
window pane at edge has smaller
but similar stain.
- Minor damage to edges of a small
number of tiles has occurred.
Some damage occurring before
refinishing and at least two
in south east corner subsequently.
- Light fittings generally clean.
Sixteen fittings in north end have
two, out of four tubes not working
and one fitting have one failed tube.
2.0 Walls
2.1 Perimeter Walls Columns have plastered and painted - Decorations are not recent and there is
and Columns finishes with timber skirtings with considerable marking of the paintwork to both
profile matching plastic skirting columns and infill panels.
trunking.
Eyeballs are fitted to all columns. - Skirtings to columns are in reasonable
condition.
REF. ITEM DESCRIPTION CONDITION PHOTO
---- ---- ----------- --------- -----
Infill panels below the windows are - One skirting section to the fourth column
plastered and painted with three on the west side four bays down from the
compartment plastic skirting trunking north has warped and now visibly concave.
at floor level and are capped by
painted timber window boards.
Radiators are fixed to the - Fine vertical crack behind radiator in
perimeter wall panels. first bay from north on cast side.
To the ends (north and south) there is
one per column bay and along the sides (cast
and west) every other bay has two radiators.
- Hairline horizontal crack above radiator
extending 500rnrn to first bay on south
side from east corner.
- East side first bay from southern end
hairline vertical crack to full height
of panel and three small indentations
and two areas of spalling plaster 20mm dia.
REF. ITEM DESCRIPTION CONDITION PHOTO
---- ---- ----------- --------- -----
- BT sockets: 6 sockets left on south wall,
2 left on west wall, 3 left on cast wall.
- Fine vertical cracks generally occurring
between infill panels and columns to
all elevations.
2.2 Core Walls Plastered and papered with paint applied over - Plastered and papered with paint applied P1
paper with simple painted timber skirtings. over paper
- Paint finish better than external
walls but there are some light
marks on it.
- West side; crack in plaster below hose
reel cabinet has left a vertical tear
in wallpaper from bottom corner of
cabinet to floor level. Further tear
extending from top left corner
to ceiling level.
- Similar tears in wallpaper around east
hose reel cabinet.
- Mitre joints in timber architraves
around hose reel cabinets have
opened up.
- Paint/glue on edge of east hose reel
cabinet.
REF. ITEM DESCRIPTION CONDITION PHOTO
---- ---- ----------- --------- -----
- Tearing of wallpaper vertically due
to vertical crack to left hand side
of hose reel on cast side at junction
of blockwork and concrete encasing
to column.
- Poor cutting in of decoration of wall
to skirting generally.
- North side splashes and dirt on
length of skirting 3 metres long.
3.0 Screened pre-cast concrete floor with carpet - Carpet is Secondhand and has been cleaned
tile (500 x 500 Henga Graphlex Computerguard) but shows signs of wear.
and incorporating a metal two-compartment
trunking evident by size of cut tiles running - Appearance is not uniform and streaking P2
mainly north to south with branches east to lines remain from cleaning operation.
west.
- Fitting of tiles over trunking at P3
junctions is poor particularly at the
branches on the east side to both the
north and south ends.
- Carpet tiles along west side are
damp where affected by dampness in
wall.
- Staining, ▇▇▇▇▇ and discolouration are P4
evident in isolated patches throughout
the floor.
REF. ITEM DESCRIPTION CONDITION PHOTO
---- ---- ----------- --------- -----
- Small piece of cut tile is missing
from the trunking adjacent to
the west side of the core.
4.0 Windows Aluminum framed continuously glazed windows - Window frames are generally dirty and
incorporating sliding sash windows at every soiled.
other panel with plastic catches.
Painted timber window boards capping infill - Window boards in reasonable decorative
walls. condition but splitting Of the Paint
caused by splitting/lifting of Plywood
occurring in isolated areas mainly to
south west.
Sample of window tried for operation and - Minor build-up of dust and dead insects.
performance.
- Sashes are generally working although
around 20% of upper sashes are
difficult to push up fully 10 allow
catches to be used.
- One plastic catch broken to window in
south west corner.
5.0 Doors
5.1 Door to Tower Solid cored timber door in timber frame and - Face of door and frame has light
Staircase painted. Fitted with cylinder rim lock with scratching and marks.
internal thumb turn, Overhead closer
P1.111handle and fire door keep shut sign, - Door in working order.
Kicker plate To base and fire exit sign over.
REF. ITEM DESCRIPTION CONDITION PHOTO
---- ---- ----------- --------- -----
5.2 Doors to Main Solid core timber door in timber frame with - Door frame and face of door scratched and
Staircase matching overpanel and painted. Fitted with marked particularly to bottom 200mm.
two Georgian wired glass vision panels,
cylinder rim lack, overhead closer, push - Beading to lower vision panel broken at
plate, kicker plate and fire door keep shut mitre corner and lower mitre corners to top
sign. vision panel have opened up.
5.3 Solid cored timber door and overpanel in - Dust settling in glazing beads.
timber frame with timber frame glazed screen.
Glazing in Georgian wired glass. Door fitted - Light marking evident on paintwork.
with ironmongery as door 5.2
- Previous damage to the edge of frame
evident below fresh paint.
6.0 Aluminum alloy with self finish fitted with - Generally in reasonable condition but
thermostatic valves. Note monitoring of flow slightly dusty and dirty.
temperature ongoing at the time schedule was
taken.
7.0 Surface mounted white plastic double sockets - Operation of sockets not tested.
to columns. One on north side and one on south
side. - Sockets generally clean.
Recessed white plastic double sockets to core
walls. 18 in total.
REF. ITEM DESCRIPTION CONDITION PHOTO
---- ---- ----------- --------- -----
Dark grey double socket
outlets to perimeter trunking.
One per bay to north and south
sides and 14 each on west and
east sides.
[PHOTO]
(i) all landlord's fixtures, fittings, plant, machinery, apparatus and
equipment now or hereafter in or upon the same (excluding any air
conditioning units and ducting and ancillary machinery, apparatus and
equipment):
(j) all additions, alterations and improvements thereto,
1.8 "DEVELOPMENT" means development as defined in Section 55 of the Town and
Country Planning ▇▇▇ ▇▇▇▇;
1.9 "ESTATE" means the Estate (of which the Building forms part) briefly
described in the Particulars and each and every part thereof and all the
appurtenances belonging thereto, including:-
(a) all landlord's fixtures, fittings, plant, machinery, apparatus and
equipment now or hereafter in or upon the same;
(b) all additions, alterations and improvements thereto;
and shall also include any additional and adjoining land and buildings in
which, at any time during the Term, the Landlord shall have acquired a
freehold or leasehold interest and which the Landlord intends shall form,
part of the Estate,
1.10 "GROUP COMPANY" means a company that is a member of the same group as the
Landlord or the Tenant (as the case may be) within the meaning of Section
42 of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇;
1.11 "GUARANTOR" means the party (if any) named as 'Guarantor' in the
Particulars and, in the case of an individual, includes his personal
representatives,
1.12 "INSURED RISKS" means fire, ▇▇▇▇▇, ▇▇▇▇▇▇▇, flood, earthquake, lightning,
explosion, impact, aircraft (other than hostile aircraft) and other aerial
devices and articles dropped therefrom, riot, civil commotion and malicious
damage, bursting or overflowing of water tanks, apparatus or pipes,
terrorism and such other risks as the Landlord may, in its reasonable
discretion from time to time, determine, subject to such exclusions,
excesses and limitations as may be imposed by the insurers:
1.13 "LANDLORD" means the-party named as 'Landlord' in the Particulars, and
includes the person for the time being entitled to the reversion
immediately expectant on the determination of the Term;
1.14 "THIS LEASE" means this Lease and any document which is made supplemental
hereto or which is entered into pursuant to or in accordance with the terms
hereof,
1.15 "LETTABLE AREAS" means those parts of the Estate leased or intended to be
leased to occupational tenants;
1.16 "PARTICULARS" means the descriptions and terms appearing on the preceding
pages headed `Lease Particulars' which comprise pan of this Lease;
1.17 "PLAN" followed by a number means the relevant plan annexed to this Lease;
1.18 "PLANNING ACTS" means the Town and Country Planning ▇▇▇ ▇▇▇▇, the Planning
(Listed Buildings and Conservation Arms) Art 1990, the Planning (Hazardous
Substances) ▇▇▇ ▇▇▇▇, the Planning (Consequential Provisions) ▇▇▇ ▇▇▇▇ and
the. Planning and
Compensation ▇▇▇ ▇▇▇▇, arid includes any other applicable town and country
planning legislation;
1.19 "RETAINED PARTS" means all parts of the Estate which do not comprise
Lettable Areas, including, but not limited to:-
(a) the Common Parts;
(b) office or other accommodation which may from time to time be reserved
on the Estate for staff
(c) any ▇▇▇ of the Estate reserved by the Landlord for the housing of
plant, machinery and equipment or otherwise in connection with or
required for the provision of services
(d) all Conduits in, upon, over or under, or exclusively serving the
Estate except any that form part of the Lettable Areas;
(e) the main structure of the Building and, in particular but not by way
of limitation, the roof, foundations, external walls, internal load
bearing walls and the structural parts of the roof, ceilings and
doors, all party structures, and all exterior ▇▇▇ of the Building;
(f) all party structures, boundary walls, railings, fences and all
exterior parts of the Estate and all roads (until such time as the
same shall become maintainable at public expense), pavements pavement
lights and car parking areas (if any) within the Estate;
1.20 "SERVICE CHARGE" means the Estate Service Charge and the Building Service
Charge considered as a whole;
1.21 "SURVEYOR" means any person appointed by the Landlord (including an
employee of the Landlord or a Group Company and the person appointed by the
Landlord to collect the rents and manage the Estate) to perform the
function of a surveyor for any purpose of this Lease but does not include
the Surveyor defined in the Third Schedule Provided that in respect of the
function of a surveyor any such person shall be suitably qualified;
1.22 "TENANT" means the party named as 'Tenant' in the Particulars and includes
the Tenant's successors in title and assigns and, in the case of an
individual, his personal representatives;
1.23 "TERM" means the term of years stated in the Particulars but does not
include the period of my holding over or any extension or continuation.,
whether by statute or common law;
1.24 "UTILITIES" means water, soil, steam, air, electricity, radio, television,
telegraphic, telephone, telecommunications and other services and supplies
of whatsoever nature;
[2 PHOTOS OF OFFICE HALLWAYS]
2. INTERPRETATION
UNLESS there is something in the subject or context inconsistent
therewith:-
2.1 where two or more persons are included in the expression "the Landlord"
"the Tenant" and/or "the Guarantor", the covenants which are expressed to
be made by the Landlord the Tenant and/or the Guarantor shall be deemed to
be made by such persons jointly and severally;
2.2 words importing persons shall include firms, companies and corporations and
vice versa,
2.3 any covenant by the Landlord or the Tenant not to do any act or thing shall
include an obligation not to permit or suffer such act or thing to be done,
2.4 references to any right of the Landlord to have access to or entry upon the
Demised Premises shall be construed as extending to all persons reasonably
and properly authorized by the Landlord, including agents, professional
advisers, contractors, workmen and others;
2.5 any reference to a statute (whether specifically named or not) shall
include any amendment or re-enactment of such statute for the time being in
force and all instruments, orders, notices regulations, directions,
bye-laws, permissions and plans for the time being made, issued or given
thereunder or deriving validity therefrom;
2.6 the titles or headings appearing in this Lease are for reference only and
shall not affect its construction;
2.7 any reference to a clause or schedule shall mean a clause or schedule of
this Lease
3. DEMISE AND RENTS
THE Landlord HEREBY DEMISES unto the Tenant the Demised Premises TOGETHER
WITH the rights and easements specified in the First Schedule EXCEPT AND
RESERVING the rights and easements specified in the Second Schedule SUBJECT
TO all rights, easements, quasi-easements, privileges, covenants,
restrictions and stipulations of whatsoever nature affecting the Demised
Premises including the matters contained or referred to in the Deeds and
documents listed in the Sixth Schedule TO HOLD the Demised Premises unto
the Tenant from and including the Term Commencement Date for the Term
YIELDING AND PAYING unto the Landlord during the Term:-
(a) yearly and proportionately for any fraction of a year. the Initial
Rent to be paid (by Banker's standing order if the Landlord so
requires) by equal quarterly payments in advance on the four usual
quarter days in every year without any deduction, set-off or
counterclaim whatsoever unless permitted by law, the first required
payment being. a proportionate sum in respect of there the period from
and including the Rent Commencement Date to the day before quarter day
following the Rent Commencement Date to be made on the 20th day of
February 1997;
(b) a due proportion (to be fairly and properly determined by the Landlord
at the Surveyor) of all sum which the Landlord shall from time to time
Pay for insuring the Building against the Insured Risks pursuant to
Clause 6.1(a) and the other manors referred to in clause 6.1(c) and
the whole of the sums which the Landlord shall from time to time Pay
for insuring against less of rent and the
Service Chute pursuant to clause 6.1(b), all such sums to be due on
and with effect from the date hereof to be paid on receipt of a
written demand;
(c) the Service Charge, to be paid on receipt of a written demand in
accordance with clause 8
4. TENANT'S COVENANTS
THE Tenant HEREBY COVENANTS with the Landlord as follows;
4.1 RENTS
To pay the rents reserved by this Lease ac the times and in the manner
aforesaid
4.2 INTEREST ON ARREARS
Without prejudice to any other right, remedy or power herein contained or
otherwise available to the Landlord, if any of the rents reserved by this
Lease (whether formally demanded or not) shall remain unpaid fourteen days
after the date when payment was due or any other sum of money payable to
the Landlord by the Tenant under this Lease shall remain unpaid for more
than fourteen days after the date when payment was due, to pay interest
thereon at the Prescribed Rate from and including the date on which payment
was due to the date of payment to the Landlord (both before and after any
judgment) Provided That if the Landlord shall decline to accept any such
rent so as not to waive any existing breach or alleged breach of covenant,
to pay interest thereon at the Prescribed Rate from and including the date
on which payment of such rent was due to the date when payment is accepted
by the Landlord and, in default of payment, the same shall be recoverable
as rent in arrears
4.3 OUTGOINGS
(a) To pay and indemnify the Landlord against all existing and future
rates, taxes, duties, charges, assessments, impositions and outgoings
whatsoever (whether parliamentary, parochial, local or of any other
description and whether or not of a capital or non-recurring nature or
of a wholly novel character) which now are or may at any time during
the Term be charged, levied, assessed or imposed upon or payable in
respect of the Demised Premises or upon the owner or occupier of them
(excluding any tax payable by the Landlord in respect of rents and
other payments under this Lease (other than value added tax pay able
by the Tenant) occasioned by any disposition of or dealing with the
reversion of this Lease) and, in the absence of a direct assessment on
the Demised Premises, to pay to the Landlord a fair proportion (to be
reasonably determined by the Landlord) of any such outgoings;
(b) To pay all charges for electricity and gas (if any) consumed in the
Demised Premises, including any connection and hiring charges and
meter rents and to perform and observe all present and future
regulations and requirements of the electricity, gas and water supply
authorities or boards in respect of the supply and consumption of
electricity, gas and water on the Demised Premises and to keep the
Landlord indemnified against any breach thereof
4.4 REPAIRS
To repair and keep in good and substantial repair and condition the Demised
Premises (damage by the Insured Risks excepted save to the extent that
payment of the insurance moneys shall be withheld by reason of any act,
neglect or default of the. Tenant or any undertenant or any person under
its or their control) and, as and when necessary, in order to repair to
replace any of the landlord's fixtures and fittings which may be or become
beyond repair with new ones which arc similar in type and quality PROVIDED
THAT the
Tenant shall not have to keep those items listed in a schedule of condition
dated 19 December 1996 prepared by Weatherall Green & ▇▇▇▇▇ in any better
repair or condition than that evidenced in this schedule, a copy of which
is annexed to this Lease
4.5 DECORATIONS
In the last three months of the Term (whether determined by effluxion of
time or otherwise) in a good and workmanlike manner to prepare and decorate
(with two coats at least of good quality paint) or otherwise treat, as
appropriate, all parts of the Demised Promises required to be so treated
and, as often as may be reasonably necessary, to wash down all tiles,
glazed bricks and similar washable surfaces, such decorations and treatment
to be executed in such colours and materials as the Landlord may reasonably
require
4.6 CLEANING
To keep the Demised Premises 'in a clean and tidy condition AND at least
once in every month properly to clean both sides of all windows and window
frames and all other glass in the Demised Premises
4.7 CARPETING
To maintain ad, when necessary, to replace the carpets now or from time to
time, laid in the Demised Promises with new carpets of equivalent quality
and value
4.8 YIELD UP
(a) Immediately prior to the expiration or sooner determination of the
Term, at the cost of the Tenant;
(i) to replace any of the landlord's fixtures and fittings which
shall be missing, broken, damaged or destroyed. with new ones of
similar kind and quality;
(ii) to remove from the Demised Premises any moulding, sign, writing
or painting of the name or business of the Tenant or occupiers
and all tenant's fixtures, fittings, furniture and effects and
make good, to the reasonable satisfaction of the Landlord, all
damage caused by such removal;
(iii) if so required by the Landlord, but not otherwise, to remove and
make good all alterations or additions made to the Demised
Premises during the Term and well and substantially to reinstate
the Demised Premises in such manner as the Landlord shall
reasonably direct and to its reasonable satisfaction;
(b) At the expiration or sooner determination of the Term, quietly to
yield up the Demised Premises to the Landlord in good and substantial
repair and condition in accordance with the covenants by the Tenant
contained in this Lease
4.9 RIGHTS OF ENTRY BY LANDLORD
Subject to the provisions of sub-clause 7.15 to permit the Landlord with
all necessary materials and appliances to enter and remain upon the Demised
Premises for any of the Mowing purposes:-
(a) to view and examine the state and condition of the Demised Premises
and to take schedules or inventories of the landlord's fixtures;
(b) to exercise any of the rights excepted and reserved by this Lease;
(c) for the proper and necessary purpose connected with the interest of
the Landlord in the Demised Premises or the Building, including , but
not limited to, valuing or disposing of any interest of the Landlord
4.10 TO COMPLY WITH NOTICES
Whenever the Landlord shall give written notice to the Tenant of any
defects, wants of repair or breaches of covenant, the Tenant shall within
sixty (60) days of such notice, or sooner if reasonably requisite, make
good and remedy the breach of covenant to the reasonable satisfaction of
the Landlord and if the Tenant shall fail within twenty-one (21) days of
such notice, or as soon as reasonably possible in the case of emergency, to
commence and then diligently and expeditiously to continue to comply with
such notice, the Landlord may enter the Demised Premises and carry out or
cause to be carried out all or any the works referred to in such notice and
all reasonable costs and expenses thereby properly incurred shall be paid
by the Tenant to the Landlord on written demand and, in default of payment,
shall be recoverable as rent in arrear
4.11 DANGEROUS MATERIALS AND USE OF MACHINERY
(a) Not to bring into the Estate or keep in the Demised Premises any
article or thing which is dangerous, offensive, combustible,
inflammable, radio-active or explosive or which Might materially
increase the risk of fire or explosion;
(b) Not to keep or operate in the Demised Premises any machinery which
shall be unduly noisy or cause undue vibration or which will came a
nuisance
4.12 OVERLOADING BOARS AND SERVICES
(a) Not to overload the floors of the Demised Premises or suspend any
excessive eight from the roofs, ceilings, walls, stanchions or
structure of the Building and not to overload the Utilities in or
serving the Building;
(b) Not to do anything which may subject the Demised Premises or the
Building to any strain beyond that which they are designed to bear
with due margin for safety and to pay to the Landlord on demand all
costs properly incurred by the Landlord in obtaining the opinion of a
qualified structural engineer as to whether the structure of the
Demised Premises or the Building is being or is about to be
overloaded;
(c) To observe the weight limits prescribed for all lift in the Building
4.13 CONDUITS
Not to discharge into any Conduits any oil or grease or any noxious or
deleterious effluent or substance whatsoever which may cause an obstruction
or might be or become a. source of danger, or which might injure the
Conduits or the drainage system of the Estate or the Adjoining Property
4.14 DISPOSAL OF REFUSE
Not to deposit in the Common Parts any ▇▇▇▇ empties, rubbish or refuse of
any kind, other than in proper receptacles provided for the purpose, or as
may be reasonably designated by the Landlord, and not to bum any rubbish or
refuse on the Demised Promises
4.15 OBSTRUCTION OF COMMON AREAS AND COMMON PARTS
Not to do anything whereby the Common Areas and the Common Parts or ocher
areas over which the Tenant may have rights of access or use may be
damaged, or the lawful use thereof by others may be obstructed in any
manner whatsoever AND not to park any vehicles of any description upon any
road or open area within the Estate other than in the car parking spaces
from time to time designated for the Tenant's use
4.16 PROHIBITED USERS
(a) Not to use the Demised Premises or any part thereof for any public or
political meeting, public exhibition or public entertainment show or
spectacle of any kind, nor for any dangerous, noisy, noxious or
offensive trade, business or occupation whatsoever, nor for any
illegal or immoral purpose, nor for residential or sleeping purposes;
(b) Not to use the Demised Premises or any part thereof for gambling,
betting, gaming or wagering, or as a betting office, or as a club, or
for the sale of beer, wines and spirits, and not to play or use any
musical instrument, record player, loud speaker or similar apparatus
in such a manner as to be audible outside the Demised Premises, and
not to hold any auction on the Demised Premises;
(c) Not to place outside the Demised Premises or in the Common Parts, nor
to expose from the windows of the Demised Premises any articles, goods
or things of any kind User
4.17 USER
(a) Not to use the Demised Premises or any part thereof except for the
Permitted User (excluding offices for a turf accountancy, pools
promoter, estate agency, travel agency, staff agency, employment
agency, job centre or any government department and any other uses to
which the Landlord may reasonably object on the grounds of good estate
management);
(b) Not to leave the Demised Premises continuously unoccupied for more
than thirty (30) days without notifying the Landlord and providing or
paying for such caretaking or security arrangements as the Landlord
shall reasonably require in order to protect the Demised Premises from
vandalism, theft or unlawful occupation;
(c) To ensure that, at all times, the Landlord has written notice of the
name, home address and home telephone number of at least two
keyholders of the Demised Premises,
4.18 NUISANCE
Not to do anything in or about The Demised Premises or the Building which
may be or become a nuisance, or which may cause damage, or disturbance to
the Landlord or the other tenants in the Building or the owners, tenants or
occupiers of the Adjoining Property, or which may be injurious to the
value, tone, amenity or character of the Building or the amenity thereof,
4.19 ALTERATIONS
(a) Not to alter, divide, cut, maim, injure or remove any of the principal
or load-bearing walls, floors, beams or columns of or enclosing the
Demised Premises, cat to make any other alterations or additions of a
structural nature;
(b) Not to make any alterations or additions to the landlord's fixtures or
to any of the conduits without the consent of the Landlord, such
consent not to be unreasonably withheld or delayed;
(c) Not to make any alterations or additions of a non-structural nature to
the Demised Premises without the consent of the Landlord, such consent
may not to be unreasonably withheld or delayed except that the Tenant
may install, alter and remove demountable partitioning in the Demised
Premises without consent but the Tenant shall comply with all
statutory requirements applicable to the works being carried out;
(d) The Landlord may, as a condition of giving any such consent, require
the Tenant to enter into such covenants, as the Landlord shall
reasonably require, regarding the execution of any such marks and the
reinstatement of the Demised Premises at the end or sooner
determination of the Term
4.20 SIGNS AND ADVERTISEMENTS
Not to erect or display on the exterior of the Demised Premises or in the
windows thereof so as to be visible from the exterior, any pole, gag,
aerial, advertisement, poster, notice, or other sign or thing whatsoever,
save that the Tenant may display on the entrance door to the Demised
Premises a sign stating the Tenant's name and business or profession on
obtaining the prior written consent of the Landlord to the size, style, and
the position thereof and the materials to be used, such consent not to be
unreasonably withheld or delayed
4.21 ALIENATION
4.21.1 (a) Not to assign, charge or underlet any part of
parts (as distinct from the whole) of the Demised
Premises save as provided for in the following
clauses;
(b) For the purposes of Section 19(IA) of the Landlord
and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ it is agreed that the Landlord
may withhold its consent to an assignment of the
whole of the premises if there are any material
outstanding breaches of the Tenant's obligations
under this Lease,
(c) For the purposes of Section 19(IA) of the Landlord
and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ it is further agreed that any
consent of the Landlord to an assignment of the whole
of the Premises may be subject to & condition that
the Tenant shall, prior to the proposed assignment
being completed, execute and deliver to the Landlord
a deed which shall be prepared by the Landlord's
solicitors containing covenants on the part of the
Tenant in the form of those contained in the Third
Schedule.
(d) Without prejudice to the foregoing the Tenant shall
not assign the whole of the Premises without the
prior written consent of the Landlord such consent
not be unreasonably withheld or delayed. The parties
agree that in considering whether or not the Landlord
is reasonably withholding such consent due and proper
regard shall be had to the provisions and effect of
the Landlord and Tenant (Covenants) ▇▇▇ ▇▇▇▇.
4.21.2 (a) Not underlet the whole of the Premises other than
on condition that the underlease incorporates an
agreement, authorised beforehand by the Court,
excluding sections 24 to 28 of the Landlord and
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ in relation to such underlease
(b) Not to underlet the whole of the Demised Premises at
a fine or premium or at a rent less than the open
market rental value of the Demised Premises at the
time of such underlease;
(c) Prior to any permitted underlease, to procure that
the undertenant enters into direct covenants with the
Landlord as follows:-
(i) an unqualified covenant by the undertenant
that the undertenant shall not assign charge
or underlet the whole of any part at parts
of the premises to be thereby Demised nor
part with possession or share the occupation
of the whole or any part of the premises to
be hereby Demised nor permit any person to
occupy the same;
(ii) an unqualified covenant by the undertenant
that the undertenant shall not underlet the
whole or any part or puts of the premises to
be thereby Demised nor (save by way of an
assignment of the whole of the premises)
part with possession Or share the occupation
of the whole or any part of the premises to
be thereby Demised or permit any person to
occupy the same; a covenant by the
undertenant that the undertenant shall not
assign or charge the whole of the premises
to be thereby demised without obtaining the
prior written consent of the Landlord, such
consent not to be unreasonably withheld or
delayed;
(iii) a covenant by the undertenant to perform and
observe all the tenant's covenants and die
other provisions contained in this Lease
(other thin the payment Of the rents) so far
as the same are applicable to the premises
to be thereby Demised
(d) Every permitted underlease shall contain:-
(i) a covenant by the undertenant (which the
Tenant hereby covenants to enforce)
prohibiting the undertenant from doing or
suffering any act or thing upon or in
relation, to the premises underlet
inconsistent with, or in breach of, the
provisions of this Lease;
(ii) a condition for re-entry on breach of any
covenant by the undertenant;
(iii) the same restrictions as to assignment,
underletting, charging, parting with or
sharing the possession or occupation of the
premises underlet and the same provisions
for direct covenants and registration as are
in this Lease (mutatis mutandis);
(e) To enforce the performance and observance by
every such undertenant of the covenants,
provisions and conditions of the underlease
and not, at any time, either expressly or by
implication, to waive any breach of the
same;
(f) Without prejudice to the foregoing
provisions, not to assign, charge or
underlet the whole of the Demised Premises
without
the prior written consent of the
Landlord, such consent not to be
unreasonably withheld or delayed;
(g) Not to vary the terms of any permitted
underlease without the prior written consent
of the Landlord, such consent not to be
unreasonably withheld or delayed;
(h) The procure that the rent reserved by any
permitted underlease shall not be commuted
or payable more than one quarter in advance,
and not cc permit the reduction of any rent
reserved by any such underlease
4.22 REGISTRATION OF DISPOSITIONS
Within twenty-one (21) days of every assignment, transfer, assent,
underlease, assignment of underlease, mortgage, charge or any other
disposition, whether mediate or immediate, of or relating to the
Demised Premises to produce to and leave with the Landlord or its
Solicitors a certified copy of the deed, instrument or other document
evidencing or effecting such disposition and on each occasion to pay to
the Landlord or its Solicitors a fee of Twenty-five Pounds
(L25.00) or such larger sum as May be reasonable
4.23 DISCLOSURE OF INFORMATION
Upon making any application or request in connection with the Demised
Premises or this Lease to disclose to the Landlord such information as
the Landlord may reasonably require and, whenever the Landlord shall
reasonably request, to supply full particulars of all occupations and
derivative interests in the Demised Premises, however remote or
inferior
4.24 LANDLORD'S COSTS
To pay on written demand and indemnify the Landlord against all
reasonable costs, fees, charges, disbursements and expenses properly
incurred by the Landlord, including, but not limited to, those payable
to solicitors, counsel, architects, surveyors and bailiffs:
(a) in relation to or in contemplation of the preparation and
service of a notice under Section 146 of the Law of Property
▇▇▇ ▇▇▇▇ and of any proceedings under Section 146 or 147 of
that Act (whether or not any right of re-entry or forfeiture
has been waived by the Landlord or a notice served under
Section 146 is complied with by the Tenant or the Tenant has
been relieved under the provisions of the Act and
nothwithstanding forfeiture is avoided otherwise than by
relief granted by the Court);
(b) in relation to or in contemplation of the preparation and
service of all notices and schedules relating to wants of
repair to the Demised Premises, whether served during or after
the expiration of the Term (but relating in all cases only to
such wants of repair that accrued not later than the
expiration or sooner determination of the Term);
(c) in connection with the recovery or attempted recovery of
arrears of rent or other sums due from the Tenant, or in
procuring the remedying of the breach of any covenant by the
Tenant;
(d) in relation to any application for consent required or made
necessary by this Lease (such costs to include reasonable
management fees and expenses properly incurred) whether or not
the same is granted (except in ewes where the Landlord is
obliged not to unreasonably withhold its consent and the
withholding of its consent is held to be unreasonable). or
whether the application be withdrawn
4.25 STATUTORY REQUIREMENTS
(a) At the Tenant's own expense, m comply in all respects with the
provisions of the Offices, Shops and Railway Premises ▇▇▇
▇▇▇▇, the Fire Precautions ▇▇▇ ▇▇▇▇, the Defective Premises
▇▇▇ ▇▇▇▇ and the Health and Safety at Work etc. ▇▇▇ ▇▇▇▇ and
every other statute now in force or which may hereafter be in
force and any other obligations imposed by law relating to the
Demised Premises or the user thereof,
(b) To execute all works and provide and maintain all arrangements
upon of in respect of the Demised Premises or the user
thereof, which are directed or 'required (whether by the
landlord, tenant or occupier) by any statute now in force or
which may hereafter be in force or by any government
department. Local or other competent authority or duly
authorised officer or court of competent jurisdiction acting
under or in pursuance of any statute and to indemnify and keep
the Landlord indemnified against all costs, charges, fees and
expenses of or incidental to the execution of any works or the
provision or maintenance of any arrangements so directed or
required;
(c) Not to do or omit to be done in or near the Demised Premises,
any act or thing by reason of which the Landlord may, under
any statute, incur cc have imposed upon it or become liable to
pay any penalty, damages, compensation, costs, charges or
expenses
4.26 PLANNING ACTS
(a) To comply with the provisions and requirements of the Planning
Acts and of any planning permissions relating to or affecting
the Demised Premises and to indemnify and keep the Landlord
indemnified against all actions, proceedings, claim, demands,
losses, costs, expenses, damages and liability whatsoever in
respect of any non-compliance;
(b) Not to make any application for planning permission in respect
of the Demised Premises without the prior written consent of
the Landlord, such consent not to be unreasonably withheld or
delayed;
(c) At the expense of the Tenant, to obtain and, if appropriate,
to renew all planning permissions and any other consents and
to serve all necessary notices required for the carrying out
by the Tenant of any operations or the commencement or
continuance of any use on die Demised Premises which may
constitute Development;
(d) To pay and satisfy any charge or levy imposed under the
Planning Acts in respect of any development by the Tenant on
the Demised Premises,
(e) Not to implement any planning permission. before it has been
produced to and approved in writing by the Landlord, such
approval not to be unreasonably withheld or delayed;
(f) Unless the Landlord shall otherwise direct in writing, to
carry out and complete before the expiration or sooner
determination of the Term;-
(i) any works required to be carried out to the Demised
Premises as a condition of any planning permission
granted during the Term and implemented by the Tenant
whether or not the date by which the
planning permission requires such works to be carried
out is within the Term; and
(ii) any Development begun upon the Demised Premises in
respect of which the Landlord shall or may be or
become liable for any charge or levy under the
Planning Acts,
(g) To produce to the Landlord within, 21 days of receipt of a
written demand a plans, documents and other evidence as the
Landlord may reasonably require in order to satisfy itself
that the provisions of this clause have been complied with;
4.27 STATUTORY NOTICES
Within fourteen. (14) days of receipt of the same (or sooner if
requisite having regard to the requirements of the notice or order in
question or the time limits stated therein) to produce to the Landlord
a true copy and any further particulars reasonably required by the
Landlord of any notice or order or proposal for the same given to the
Tenant and relevant to the Demised Premises or the occupier thereof by
any government department or local or public authority, and. without
delay, to take all necessary steps to comply with the notice or order
so far as the same is the responsibility of the Tenant, and, at the
request of the Landlord but at the cost of the Tenant, to make or join
with the Landlord in making such objection or representation against or
in respect of any such notice, order or proposal as the Landlord shall
deem expedient
4.28 FIRE PRECAUTIONS AND EQUIPMENT
(a) To comply with the requirements and recommendations of the
fire authority and the insurers of the Estate and the
reasonable requirements and recommendations of the Landlord in
relation to the precautions affecting the Demised Premises;
(b) To keep the Demised Premises supplied and equipped with such
fire fighting and extinguishing appliances as shall be
required by any statute, the fire authority or the insurers of
the Estate, of 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;
(c) Not to obstruct the access to or mews of working any fire
fighting and extinguishing appliances or the means of escape
from the Demised Premises or the Estate in case of fire or
other emergency
4.29 DEFECTIVE PREMISES
Forthwith upon becoming aware of the same, to give written
notice to the Landlord of any defect in the Demised Premises
which might give rise to an obligation on the Landlord to do
or refrain from doing any act or thing so as to comply with
the duty of care imposed on the Landlord pursuant to the
Demised Premises ▇▇▇ ▇▇▇▇, and at the Landlord's cost to
display and maintain in the Demised Premises all notices which
the Landlord may, from time to time, reasonably require to be
displayed in relation thereto
4.30 ENCROACHMENTS AND EASEMENTS
Not to stop up or obstruct any of the windows or lights
belonging to the Demised Premises and not to permit any new
window, light, opening, doorway, passage, Conduit or other
encroachment or easement to be made or acquired into, upon or
over the Demised Premises or any part thereof, and in case any
person shall attempt to make or acquire any encroachment or
easement whatsoever, to give written notice thereof to the
landlord immediately the same shall come to the
notice of the Tenant, and, at the request of the Landlord, to
adopt such means as may be reasonably required by Landlord for
preventing any such encroachment or the acquisition of any
such easement
4.31 RELETTING NOTICES
To permit the Landlord at all reasonable times during the last
six (6) months of the Term to enter upon the Demised Premises
and affix and retain without interference upon any suitable
parts of the exterior of the Demised Premises (but not so as
materially to affect the access of light and air to the
Demised Premises) notices for reletting the same and not to
remove or obscure the said notices and to permit all persons
with the written authority of the Landlord to view the
Demised. Premises at all reasonable hours in the daytime, upon
prior appointment having been made
4.32 INDEMNITY
To keep the Landlord duly indemnified from and against all
actions, proceedings, claims, demands, losses, costs,
expenses, damages and liability arising in any way directly or
indirectly out of any act, omission or negligence of the
Tenant or any persons in the Demised Premises expressly or
impliedly with the Tenant's authority or any breach of the
Tenant's covenants and the conditions and other provisions
contained in this Lease
4.33 LANDLORD'S REGULATIONS
To comply with all reasonable regulations made by the Landlord from
time to time and notified to the Tenant in writing for the general
management and security of the Building, the Estate, the Common Areas,
the Common Parts and other areas used or to be used in common with
others
4.34 TAXATION
Notwithstanding anything contained in this Lease, not to do on or in
relation to the Demised Promises or any part thereof or in relation to
any interest of the Tenant therein my act or thing (other than the
payment of the rents reserved by this Lease) which shall render the
Landlord liable for any additional tax, levy, charge or other fiscal
imposition of whatsoever nature, and not to dispose of or deal with
this Lease in such a way that the Landlord shall be or become liable
for any such tax, levy, charge or fiscal imposition
4.25 VALUE ADDED TAX
Where by virtue of any of the provisions of this Lease the Tenant is
required to pay, repay or reimburse to the Landlord or any person or
persons any rents, premium, cost, fee, charge, insurance premium,
expense or other sum or amount whatsoever in respect of the supply of
any goods and/or services by the Landlord or any other person or
persons the Tenant shall also be required in addition to pay or (as the
case may be) keep the Landlord indemnified against:-
(a) The amount of any Value Added Tax which may be chargeable in
respect of such supply to the Tenant
(b) The amount of Value Added Tax chargeable on say other person
(or chargeable on the Landlord in the; case of supplies which
the Landlord is deemed to make to itself) in respect to of
supplies the cost of which is included in the calculation of
the sums which the Tenant is required to pay, repay or
reimburse to the
Landlord, save to the extent that such Value Added Tax is
recoverable by the Landlord by virtue of the supply by the
Landlord of any goods and/or services in respect of this Lease
being subject to Value Added
and, in default of payment, the same shall be recoverable as rent in
arrear
4.36 COVENANTS AFFECTING REVERSION
To perform and observe the agreements, covenants, restrictions and
stipulations referred to in the Deeds and documents listed in the Sixth
Schedule, so far as any of the same are still. subsisting and capable
of taking effect and relate to the Demised Premises, and to keep the
Landlord indemnified against all actions, claims, demands, costs,
expenses, damages and liability in any way relating thereto
5. LANDLORD'S COVENANTS
THE Landlord HEREBY COVENANT with the Tenant as follows:-
5.1 QUIET ENJOYMENT
That the Tenant paying the rents reserved by this Lease and performing
and observing the covenants an the part of the Tenant herein contained
shall and may peaceably hold and enjoy the Demised Premises during the
Term without any interruption by the Landlord or any person lawfully
claiming through, under, or in trust for it or any person claiming by
title paramount.
5.2 PROVISION OF SERVICES
Subject to the Tenant paying the Service Charge, to provide the
following services in accordance with the principles of good estate
management:-
(a) REPAIRS
So far as may be necessary for the reasonable use and
enjoyment by the Tenant of the Demised Premises and the
Building, to keep the Retained Parts in good repair and
condition,
(b) COMMON AREAS
(i) To keep clean and maintained in a proper manner, the
Common Parts including the windows thereof and to
keep the same adequately lighted, where appropriate,
during the Business Hours;
(ii) To repair and maintain and keep clean the Common
Areas and to keep the same adequately lighted, where
appropriate during Business Hours;
(c) COMMON PARTS
To provide and maintain at the Landlord's reasonable
discretion, such plants, shrubs, trees or garden or grassed
areas in the Common Areas as may be appropriate and, to keep
the same planted, free from weeds and the grass cut;
(d) LIFTS
During the Business Hours, to provide a lift service by the
operation of the lifts now installed,
(e) HOT AND COLD WATER
During the Business Hours, to provide an adequate supply of
hot and cold water to any existing wash basins in the Demised
Premises;
(f) HEATING
During the Business Hours, to provide heating to the Demised
Premises and the Common Parts to such temperatures as the
Landlord may, from time to time, reasonably consider adequate
and for such periods of the year as the Landlord shall,
reasonably deem desirable;
(g) AIR CONDITIONING
During the Business Hours. to provide air conditioning to
the Demised Premises to such a standard as the air
conditioning system was designed to achieve;
(h) STAFF
To employ such staff as the Landlord may, in its reasonable
discretion, deem necessary to enable it to provide all or any
of the services on the Estate and for the general management
and security of the Estate in accordance with the principles
of good estate management;
(i) NAME BOARDS
To provide and install name boards of such size and design as
the Landlord may, in its reasonable discretion, determine in
the main entrance to the Building and at the entrance to the
Estate; and at such other locations as the Landlord may
reasonably consider desirable;
(j) OPEN ARMS
To repair and maintain those parts of the Estate which are not
Lettable Areas and to keep the same adequately lit at such
times as the Landlord shall determine, and clear of all
rubbish and free from weeds and to provide and maintain, at
the Landlord's discretion, such plants, shrubs, trees or
garden or grassed areas as may be appropriate and to keep the
same planted, free from weeds and the grass cut
5.3 PERSONS EXERCISING RIGHTS
(a) Without prejudice to the generality of sub-clause 5.3(b) the
Landlord shall procure that in the instances where the
Surveyor or any other person or persons shall exercise rights
on its behalf pursuant to the provisions of this Lease and is
or are obliged to act reasonably or properly under the terms
of this Lease such Surveyor, person or persons shall act
reasonably or properly
(b) The Landlord shall procure that the Surveyor or any other
person or persons who shall exercise rights on its behalf
shall comply wide every condition which applies to him or them
6. INSURANCE
6.1 LANDLORD TO INSURE
THE Landlord shall' insure and keep insured with some publicly quoted
insurance company of good repute in the United Kingdom or with Lloyds'
Underwriters and through such agency as the Landlord may from time to
time reasonably determine
(a) the Building (including plate glass (if any)) subject to such
exclusions, excesses and limitations as may be imposed by the
insurers in the full reimbursement cost of the Building
against loss or damage by the Insured Risks, including
architects, surveyors, and other professional fees (and value
added tax thereon) and expenses incidental thereto, the cost
of shoring up, demolition and site clearance and similar
expenses;
(b) the loss of rent and the Service Charge from time to time
payable, or reasonably estimated to be payable under this
Lease, taking account of any review of the rent which may
become due under this Lease, for three (3) years;
(c) explosion of any engineering and electrical plant and
machinery to the extent that the same is not covered by
paragraph (a) of this clause;
(d) property owner's liability and such other insurances as the
Landlord may, from time to time, reasonably deem necessary to
effect
6.2 LANDLORD'S FIXTURES
The Tenant shall notify the Landlord in writing of the full
reinstatement cost of any fixtures and fittings installed at any time
by the Tenant and which may become landlord's fixtures and fittings for
the purpose of enabling the Landlord to effect adequate insurance cover
for the same
6.3 LANDLORD TO PRODUCE EVIDENCE OF INSURANCE
At the request of the Tenant, the Landlord shall produce to the Tenant
reasonable written evidence from the insurers of the terms of the
insurance policy and the fact that the policy is subsisting and in
effect and that all premiums have been paid up to date
6.4 NOTING ON INSURANCE POLICY
The Landlord shall forthwith:-
(a) Procure that the interests of the Tenant, any permitted
undertenant and their respective mortgages are noted on
the insurance policy
(b) Where noting is impracticable procure that notice of the
interest of the Tenant, any permitted undertenant and their
respective mortgagees is given to the insurers
6.5 DESTRUCTION OF THE BUILDING
If the or any part thereof is destroyed or damaged or rendered
inaccessible by any of the Insured Risks so as to render the Demised
Promises unfit for use or occupation or inaccessible then:-
(a) unless payment of the insurance moneys shall be refused in
whole or in part by reason of any act or default of the Tenant
or any undertenant or any person under its or their control
and the Tenant has not reimbursed the amount of the insurance
moneys refused in accordance with sub-clause 6.8; and
(b) subject to the Landlord being able to obtain any necessary
planning permission and all other necessary licenses,
approvals and consents in respect of which the Landlord shall
use all reasonable endeavours to obtain but shall not be
obliged to institute any appeals; and
(c) subject to the necessary labour and materials being and
remaining available in respect of which the Landlord shall use
all reasonable endeavours to obtain as soon as practicable the
Landlord shall (subject to clause 6.5) lay out the net
proceeds of such insurance, other than any in respect of loss
of rent, in the rebuilding and reinstatement of the premises
so destroyed or damaged substantially as the same were prior
to any such destruction or damage (but not so as to provide
accommodation identical in layout if it would not be
reasonably practical to do so) and shall make up any shortfall
out of its own monies
6.6 OPTION TO DETERMINE
If, during the last three (3) years of the Term, the Demised Premises,
the Building, or the Estate shall be so destroyed or damaged by any of
the Insured Risks as to render the Demised Premises, the Building or
the Estate completely unfit for use or occupation or inaccessible
either party may determine this Lease by giving to the other not less
than six (6) months' written notice to be given at any time within
twelve (12) months after such destruction or damage and such
determination shall be without prejudice cc any claim by either party
against the other in respect of any antecedent breach of covenant
Provided that if this Lease shall be determined then the Landlord shall
not be required to lay cut the net proceeds of such insurance and shall
be solely entitled to all the insurance moneys
6.7 WHERE REINSTATEMENT IS PREVENTED
If, for any reason whatsoever, the Landlord is prevented from
rebuilding or reinstating the Demised Premises, the Building or the
Estate, the Landlord shall be relieved from such obligation and shall
be solely entitled to all the insurance moneys and if such rebuilding
and reinstatement shall not be completed three (3) years after the date
of the destruction or damage and this Lease has act been terminated by
frustration, either party may at any time after the expiry of such
three (3) years by written notice given to the other determine this
demise but without prejudice to any claim by either party against the
other in respect of any antecedent breach of covenant
6.8 PAYMENT OF INSURANCE MONEYS REFUSED
If the payment of any insurance moneys is refused as a result of some
act or default of the Tenant or any undertenant or any person under its
or their control, the Tenant shall pay the Landlord, on receipt of a
written demand, the amount so refused with interest thereon at the
Prescribed Rate
6.9 CESSER OF RENT
In case the Demised Premises, the Building or the Estate 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 or occupation or
inaccessible and to the extent that the insurance has not been vitiated
or payment of the policy moneys refused as a result of some act or
default of the Tenant or any undertenant or any person under its or
their control, them the rent first reserved by this Lease and the
Service Charge or a fair proportion thereof, according to the nature
and extent of the damage sustained, shall be suspended, until the
Demised Premises or the part destroyed or damaged shall be again
rendered fit for use and occupation and accessible or until the
expiration of three (3) years from the date of the destruction or
damage (whichever is the earlier) and any dispute regarding the cesser
of rent shall be referred to a single arbitrator to be appointed, in
default of agreement, upon the application of either party. by or on
behalf of the President for the time being of the Royal Institution of
Chartered Surveyors in accordance with the provisions of the
Arbitration Acts 1950 to 1979
6.10 BENEFIT OF OTHER INSURANCES
If the Tenant shall become entitled to the benefit of any insurance an
the Demised premises which is not affected or maintained in pursuance
of the obligations herein contained, then the Tenant shall apply all
moneys received from such insurance (in so far as the same shall
extend) in making good the loss or damage in respect of which the same
shall have been received
6.11 INSURANCE BECOMING VOID
The Tenant shall not do or omit to do anything that could cause any
policy of insurance in respect of or covering the Demised. Premises,
the Building, the Estate or any Adjoining Property owned by the
Landlord to become void or voidable wholly or in part nor (unless
the Tenant has previously notified the Landlord and agreed to pay the
increased premium) anything whereby any abnormal or loaded premium may
become payable and the Tenant shall, on receipt of a written demand,
pay to the Landlord all reasonable expenses properly incurred by the
Landlord in renewing any such policy
6.12 REQUIREMENTS OF INSURERS
The Tenant shall, at all times, comply with all the requirements of the
insurers so far as such requirements are known by the Tenant
6.13 NOTICE BY TENANT
The Tenant shall give notice to the Landlord as soon as reasonably
practicable upon the happening of any event; or thing which might
affect any insurance policy relating to the Demised Premises or the
Building
7. PROVISOS
PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED as follows:-
7.1 FORFEITURE
Without prejudice to any other right, remedy or power herein contained
or otherwise available to the Landlord:-
(a) if the rents reserved by this Lease or any part thereof shall
be unpaid the twenty-one (21) days after becoming payable
(whether formally demanded or not); or
(b) if any of the covenants by the Tenant contained in this Lease
shall not be performed and observed; or
(c) if the Tenant and/or the Guarantor (if any) (being a body
corporate) has a winding-up petition or petition for
an administration order presented against it provided that
such petitions shall not be vexatious or frivolous
or passes a winding-up resolution (other than in connection
with a members' voluntary winding up for the purposes of an
amalgamation or reconstruction) or calls a meeting of its
creditors for the purposes of considering a resolution that it
be wound up voluntarily or resolves to present its own
winding-up petition or is wound-up (whether in England or
elsewhere) or the directors or shareholders of the Tenant or
the Guarantor resolve to present a petition for an
administration order in respect of the Tenant or the Guarantor
(as the case may be) or an Administrative Receiver or a
Receiver or a Receiver and Manager is appointed in respect of
the property or any part thereof of the Tenant or the
Guarantor; or
(d) if the Tenant and/or the Guarantor (if any) (being a body
corporate) calls or a nominee calls on its behalf a meeting of
its creditors or any of them or makes an application to the
Court under Section 425 of the Companies ▇▇▇ ▇▇▇▇ or submits
to its creditors or any of them a proposal pursuant to Part I
of the Insolvency Act 1986 or enters into any arrangement,
scheme, compromise, moratorium or composition with its
creditors or any of them (whether pursuant to Part I of the
Insolvency ▇▇▇ ▇▇▇▇ or otherwise) or suffers any distress or
execution to be levied on the Demised Premises; or
(e) if the Tenant and/or the Guarantor (if any) (being an
individual, or if more than one individual, then any one of
them) makes an application to the Court for an interim order
under Pan VIII of the Insolvency ACE 1986 or convenes a
meeting of his creditors or any of them or enters into any
arrangement, scheme,
compromise, moratorium or composition with his creditors or
any of them (whether pursuant to Part VIII of the Insolvency
▇▇▇ ▇▇▇▇ or otherwise) or has a bankruptcy petition presented
against him (provided that such petition shall not be
vexatious or frivolous) or is adjudged bankrupt (whether in
England or elsewhere) or suffers any distress or execution to
be levied on the Demised. Premises
THEN, and in any such case, the Landlord may at any time thereafter
re-enter the Demised Premises or any part thereof in the name of the
whole and thereupon the Term shall absolutely cease and determine but
without prejudice to any rights or remedies which may then have accrued
to the Landlord against the Tenant in respect of any an antecedent
breach of any of the covenants contained in this Lease
7.2 NO IMPLIED EASEMENTS
Nothing herein contained shall impliedly confer upon or grant to the
Tenant any easement, right or privilege other than those expressly
granted by this Lease
7.3 EXCLUSION OF WARRANTY AS TO USER
(a) Nothing contained in this Lease or in any consent granted by
the Landlord under this Lease shall imply or warrant that the
Demised Premises may be used under the Planning Acts for the
purpose herein authorised or any purpose subsequently
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 Planing Acts;
(b) Notwithstanding that any such use might not be a permitted use
under the Planning Acts, the Tenant shall remain my bound and
liable to the Landlord in respect of the obligations
undertaken by the Tenant in this Lease without being entitled
to any compensation, recompense or relief of any kind
whatsoever
7.4 REPRESENTATIONS
The Tenant acknowledges that this ▇▇▇▇ has not been entered into in
reliance wholly or partly on any statement or representation made by or
on behalf of the Landlord. Except such statement or representation that
is expressly set out in this Lease or any written reply to preliminary
inquiries or in any correspondence from the Landlord's solicitors to
the Tenant's solicitors
7.5 USE OF PREMISES OUTSIDE BUSINESS HOURS
If the Tenant shall desire, from time to time, to use the Demised
Promises outside the Business Hours, then the Tenant shall be entitled
to use and occupy the Demised Premises and have access thereto on the
following terms and conditions:-
(a) the Tenant and shall comply with any reasonable requirements
as to the use and occupation of the Demised Premises and the
means of access thereto,
(b) the Tenant shall pay to the Landlord, on demand, the whole of
the reasonable costs and expenses properly attributable to the
provision of any necessary staff, services and security;
(c) the Landlord shall not 'be obliged to provide any service to
the Demised Premises or the Estate if the Landlord shall, at
any time in its reasonable discretion, consider it impractical
m do so
7.6 FAILURE BY LANDLORD TO PROVIDE SERVICES
The Landlord shall not be liable to the Tenant in respect of any
failure by the Landlord to perform any of the services referred to in
this Lease, whether express or implied, unless and until the Tenant has
notified the Landlord of such failure and the Landlord has failed
within a reasonable time to remedy the same
7.7 EXCLUSION OR LANDLORD'S LIABILITY
The Landlord shall nor, in any circumstances, incur any liability for
any failure or interruption in any of the services provided by the
Landlord or for any inconvenience or injury to person or property
arising from such failure or interruption due to mechanical breakdown,
failure or malfunction, overhauling, maintenance, repair or
replacement, strikes, labour disputes or shortages or any cause or
circumstance beyond the control of the Landlord but the Landlord shall
use its reasonable endeavours to cause the service in question to be
reinstated with the minimum of delay
7.8 COVENANTS RELATING TO ADJOINING PROPERTY
Nothing contained in or implied by this Lease shall give the Tenant the
benefit of or the right to enforce or to prevent the release or
modification of any, covenant, agreement or condition entered into by
any tenant of the Landlord in respect of any property not comprised in
this Lease
7.9 EFFECT OF WAIVER
Each of the Tenant's covenants shall remain in full force both at law
and in equity notwithstanding that the Landlord shall have waived or
released temporarily any such covenant, or waived or released
temporarily or permanently. revocably or irrevocably a similar covenant
or similar covenants affecting other property belonging to the Landlord
7.10 EXCLUSION OF STATUTORY COMPENSATION
Except where any statutory provision prohibits or modifies the right of
the Tenant to compensation being reduced or excluded by agreement,
neither the Tenant nor any undertenant (whether immediate or not) shall
be entitled, on quitting the Demised Premises or any put thereof, to
claim any compensation from the Landlord under the Landlord and ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇
7.11 EXCLUSION ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
Having been authorised to do so by Order of the Mayors & City of
London, County Court made on 28 January 1997 under the provisions of
Section 38(4) of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (as amended by
Section 5 of the Law of Property Act 1969), the Landlord and Tenant
agree that the provisions of Section 24 to 28 of that Act shall be
excluded in relation to the tenancy created by this Lease
7.12 NOTICES
(a) Any demand or notice required m be made, given to, at saved on
the Tenant or the Guarantor (if any) under this Lease shall be
duly and validly made, given or served if addressed to the
Tenant or the Guarantor respectively (and, if there shall be
more than one of them, then any one of them) and delivered
personally, or sew by pre-paid registered or recorded delivery
mail, or sent by telex or telegraphic facsimile transmission
addressed (in the case of a company) to its registered office,
or (whether a company or individual) its last known address,
or (in the case of a notice to the Tenant) the Demised
Premises;
(b) Any notice required to be given to or served an the Landlord
shall be duly and validly given or served if sent by pre-paid
registered or recorded delivery mail, or sent by te1ex or
telegraphic facsimile transmission addressed to the Landlord
at its registered office
7.13 DISPUTES WITH ADJOINING OCCUPIERS
Any dispute arising between the Tenant and the other tenants or
occupiers of the Estate as to any easement, quasi-easement, right,
privilege or Conduit in connection with the Demised Premises or the
Estate shall be fairly and reasonably determined by the Landlord unless
the Landlord shall be a party to the dispute
7.14 TENANT'S OPTION TO DETERMINE
(a) The Tenant shall be entitled to determine this Lease on 29
December 1999 by giving to the Landlord not less than six (6)
months' written notice and on the expiration of such notice
this Lease shall cease and determine but without prejudice to
any claim which either party may have against the other in
respect of any antecedent breach of any of the covenants in
this Lease
(b) The Tenant's right to determine the Lease as set out in
sub-clause (a) above is subject to the Tenant paying to the
Landlord El 8,648 on the service of the notice mentioned above
7.15 CONDITIONS AND RIGHTS OF ENTRY
Notwithstanding any other provision of this Lease any entry into or
upon the Demised. Premises by the Landlord any person or persons acting
on their behalf shall only be effected subject to the following terms
and conditions;
(a) Such entry shall only be effected where the works or other
matters or things to be done may not reasonably be done
without such entry
(b) The Landlord shall use reasonable endeavours to procure that
any such entry shall be effected at reasonable times in a
reasonable manner causing a little damage to the Demised
Premises or disturbance or inconvenience to the Tenant any
permitted undertenant or any other lawful occupier for its or
their businesses as possible
(c) Reasonable prior written notice shall be given save in cases
of emergency where as much notice as possible shall be given
(d) The Landlord shall make good without delay any damage caused
to the Demised Promises and any fixtures, fittings and
materials therein of the Tenant, any permitted undertenant: or
any other lawful occupier as a result of such entry
8. SERVICE CHARGE
8.1 FOR the purpose of this Lease, the following expressions shall have the
following meanings:
(a) "ESTATE SERVICE CHARGE" means the service charge percentage
calculated as follows:
A due proportion of those items of Expenditure attributable to
the Estate and set out in PART `B' of the FIFTH SCHEDULE to be
reasonably and properly determined by the Landlord or the
Surveyor and to be calculated according to the ratio which the
Gross Internal Area of the Demised Premises bears to the Gross
Internal Area of the Lettable Areas of the Estate (subject to
Clause 8.8);
(b) "BUILDING SERVICE CHARGE" means the service charge percentages
calculated as follows:-
A due proportion of those items of Expenditure attribute to
the Building and set out in Part "A" of the Fifth Schedule to
be reasonably and properly determined by the Landlord of the
Surveyor and to be calculated according to the ratio which the
Gross Internal Area of the Demised Premises bears to the
aggregate of the Gross Internal Area of the Lettable Areas of
the Building (subject to Clause 8.8):
(c) "EXPENDITURE" means:-
(i) the aggregate of all reasonable costs, fees,
expenses, and outgoings whatsoever incurred by. the
Landlord in complying with its obligations in clause
5.2 and in respect of the items set out in Parts "A"
and "B" of the Fifth Schedule (whether or not the
Landlord is obliged by this Lease to incur the same)
in accordance with the principles of good estate
management;
(ii) such sums as the Landlord shall, in its reasonable
discretion, consider desirable to set aside from time
to time for the purpose of providing the periodically
recurring Items of expenditure, whether recurring at
regular or irregular intervals;
(iii) Such provision for anticipated expenditure in respect
of any of the services to be provided by the Landlord
or any of the items referred to in Parts "A" and "B"
of the Fifth Schedule as the Landlord shall, in its
reasonable discretion, consider fair and reasonable
in the circumstances;
(d) "Financial Year" means the period from the 25th day of
December in every year to the 24th day of December of the
following year or such other period as the Landlord may, in
its absolute discretion, from time to time reasonably
determine;
(e) "Estimated Expenditure" means for any Financial Year during
the Term, such sum as the Landlord shall (acting reasonably),
from time to time, specify as being, in its reasonable
discretion, a fair and reasonable. estimate of the Expenditure
for the current Financial Year based upon a budge; prepared by
the Landlord and submitted to the Tenant Provided That the
Landlord may from time to time during any Financial Year, as
appropriate, submit to the Tenant revised budgets with respect
to its estimate of the Expenditure for that Financial Year
whereupon appropriate adjustments shall be made to such sum to
reflect the revised budget(s); "Accountant"
(f) "Accountant" means any person appointed by the Landlord
(including an employee of the Landlord or a Group Company) to
perform the function of an accountant in relation to the
Expenditure;
(g) "Service Charge Cap" means the service charge percentage
calculated as follows:
(i) in respect of the Financial Year expiring on 24
December 1991 the lower of.
(a) the sum of L12,820.50 per annum; or
(b) the relevant proportion of the Expenditure
attributable to the Tenant
(ii) as from the first day of each subsequent: Financial
Year until the Financial Year ending 24 December 1999
(each such date being hereinafter called a "Variation
Date") there shall be substituted for the sum
referred to in (i) above a sum which bears the same
proportion to the sum L12,820.50 as the Retail
Prim Index published in the month immediately
preceding such Variation Date bears to (being the
Retail Prices Index published in the month
immediately 154.4 preceding the commencement of the
Term hereby granted)
8.2 The Landlord shall, as soon as reasonably practicable after the and of
each Financial Year, prepare an account showing the Expenditure for
that Financial Year and containing a fair summary of the various items
comprising the Expenditure and, upon such account being certified by
the Accountant (a copy of which shall be supplied to the Tenant), the
same shall be conclusive evidence, for the purposes of this Lease, of
all arrears of fact referred to in the account
8.3 The Tenant shall on request be entitled to inspect the receipts
vouchers and other relevant documents in relation to the Expenditure
and to take copies of such receipts, vouchers and other relevant
documents
8.4 The Tenant shall pay to the Landlord on account of the Service Charge
for the period commencing on the Service Charge Commencement Date down
to the end of the following Financial Year and thereafter during each
subsequent Financial Year during the Term the respective Service Charge
percentages of the Estimated Expenditure ("the Advance Payment") to be
made by equal quarterly payments in advance (subject to adjustment if
the Estimated Expenditure is revised as contemplated by the definition
thereof) Provided That the first Advance Payment, being a proportionate
sum of the Provisional Quarterly Service Charge Payment from and
including the Service Charge Commencement Date to the day before the
quarter day following the Service Charge Commencement Date, shall be
made on the execution hereof
8.5 If the Service Charge for any Financial Year shall:-
(a) exceed the Advance Payment for that Financial Year, the excess
shall be paid by the Tenant to the Landlord on receipt of a
written demand; or be less than the Advance Payment for that
Financial Year, the overpayment shall be credited to the
Tenant against the next quarterly payment of the Service
Charge
8.6.1 The Service Charge shall not exceed the Service Charge Cap attributable
to the relevant Financial Year up to and including the Financial Year
ending 24 December 1999 PROVIDED THAT if the avoidance of doubt there
shall be no service charge cap beyond this date.
8.6.2. If the Retail Prices Index shall cease to be published or its base
shall be changed or if for any reason it is impossible or impracticable
to implement the provisions for calculating the Service Charge Cap
there shall be substituted such other provisions for calculating the
Service Charge Cap (being as equivalent as may be to the provisions
hereof) as shall be agreed or in default of agreement shall be
determined by an arbitrator to be appointed by the President far the
time being of the Royal Institution of Chartered Surveyors
8.6.3 In no circumstances shall the Service Charge Cap applying to any
Financial Year be less than the Service Charge Cap applying to the
immediately preceding Financial Year and accordingly if a decrease in
the Retail Prices Index would (but for this paragraph) have resulted in
the revised Service Charge Cap being less than the Service Charge Cap
applying to the immediately preceding Financial Year then the Service
Charge Cap
applying to the relevant Financial Year shall be the Service Charge Cap
applying to the immediately preceding Financial Year
8.7 Any omission by the Landlord to include in any Financial Year a sum
expended or a liability incurred in that Financial Year shall not
preclude the Landlord from including such sum or the amount of such
liability in any subsequent Financial Year, as the Landlord shall
reasonably determine
8.8 In performing its obligations contained in clause 5.2, the Landlord
shall (acting reasonably be entitled, at its discretion. to employ
suitably qualified agents, contractors and such other persons as it may
think fit and to delegate its duties and powers to them and their fees
and expenses including VAT shall form part of the Expenditure
8.9 If, at any time during the Term, the Net Internal Area of the Lettable
Areas shall change or other circumstances shall arise making the
calculation of the Service Charge percentages on the basis specified in
the Particulars (whether or not relating to individual items of
Expenditure) unreasonable or inequitable, the Landlord shall be
entitled to after either or both of the Service Charge percentages to
such other percentage which is fair and reasonable in all the
circumstances
8.10 The Landlord (acting reasonably) may, at its discretion, Withhold, add
to, extend, vary or make any alterations to any of the services from
time to time if; the Landlord shall reasonably deem it desirable to do
so in accordance with the principles of good estate management for the
more efficient management, security and operation of the Building or
the Estate, or for the comfort of the tenants in the Building or on
the, Estate
8.11 The provisions of this clause shall continue to apply notwithstanding
the expiration or sooner determination of the Term, but only in respect
of the period down to such expiration: or sooner determination, the
Service Charge for that Financial Year being apportioned for the said
period on a daily basis
9. AGREEMENT FOR LEASE
THE parties herein certify that there is no agreement for lease to
which this Lease gives effect
I N W I T N E S S whereof this deed has been executed by the parties
hereto and is intended to be and is hereby delivered on the date first
above written
FIRST SCHEDULE
RIGHTS AND EASEMENTS GRANTED
1. The right for the Tenant and all persons expressly or by implication
authorised by the Tenant (in common with the Landlord and all persons
having a like right) but subject to any existing or future regulations
reasonably made by the Landlord and notified in writing to the Tenant:-
(a) to use the Common Areas and the Common Parts for all proper
purposes in connection with the use and enjoyment of the
Demised Premises;
(b) to use the passenger lifts in the Building for the purpose
only of obtaining access to and egress from the Demised
Premises
2. The free passage and running of the Utilities (subject to temporary
Interruption for repair, alteration or replacement) to and from the
Demised Premises through the Conduits which are now laid or (within a
period of 80 years from the daze hereof) shall be laid in, under, or
through other parts of the Building, so far as any of the same are
necessary for the reasonable use and enjoyment of the Demised Premises;
3. The right of support shelter and protection for the benefit of the
Demised Premises as is now enjoyed from all other parts of the
Building;
4. The right for the Tenant and the occupiers and other bona fide users of
the Demised Premises to use 21 car parking spaces in the car park
coloured yellow on Plan 2 for the parking of private motor cars and for
no other purpose together with all necessary rights to access and
egress to and from ▇▇▇▇▇▇▇▇ ▇▇▇▇ over such route as the Landlord may,
from time to time, reasonably determine subject to any existing or
future regulations made by the Landlord and to the right of the
Landlord from time to time, on giving to the Tenant not less than one
month's written notice, to alter the position of the space or spaces
and designate some other equivalent space or spaces as the Landlord
may, in its reasonable discretion, determine
SECOND SCHEDULE
EXCEPTIONS AND RESERVATIONS
The following rights and easements are excepted and reserved out of the Demised
Premises to the Landlord and the tenants and occupiers of the Estate and the
Adjoining Property and all other persons authorized by the Landlord or having
the like rights and easements:-
1. The free and uninterrupted passage and running of the Utilities through
the Conduits which are now, or may it any time be in, under, or passing
through or over the Demised Premises;
2. Subject to the provisions of Clause 7.15 the right to enter the Demised
Premises in order to:-
(a) inspect, cleanse, maintain, repair, connect, remove, lay, or
(where necessary) renew, relay, replace with others, alter or
execute any works whatever to or in connection with the
Conduits
(b) execute repairs and decorations, alterations and any ocher
works, and to make installations to the Demised Premises, the
Estate or the Adjoining Property or to do anything whatsoever
which the Landlord may or must do under this Lease where such
matters cannot reasonably be carried out without gaining
access to the Demised Promises
PROVIDED THAT the Landlord or the person exercising the foregoing
rights shall cause as little inconvenience as possible to the Demised
Premises and shall make good, without delay, any damage thereby caused
to the Demised Premises;
3. The right to erect scaffolding for the minimum period reasonably
necessary for the purpose of repairing or cleaning the Building and any
buildings now or hereafter erected on the Estate or the Adjoining
Property or in connection with the exercise of any of the rights
mentioned in this Schedule notwithstanding that such scaffolding may
temporarily restrict the access to or enjoyment and use of the Demised
Premises,
4. The rights of light, air, support, protection and shelter and all other
easements and rights now or hereafter belonging to or enjoyed by other
parts of the Estate or the Adjoining Property;
5. Full right and liberty at any time hereafter to raise the height of, or
make any alterations or additions or execute any other works to the
Building or any buildings on the Estate or on the Adjoining Property,
or to erect any now buildings of any height on the Estate or on the
Adjoining Property in such a manner as the Landlord or the person
exercising the right (in either case acting reasonably) shall think fit
provided that the same shall not obstruct, affect or interfere with the
amenity of, or access to, the Demised Premises or the passage of light
and air to the Demised Premises or so that the Tenant's use and
occupation thereof is materially affected;
6. The right to enter the Demised Promises (in times of emergency or
during fire-drills) for the purpose of obtaining access to, or using,
any of the fire escapes or routes of escape in the Estate, whether or
not in existence at the date hereof.
7. The right to affix to, and thereafter maintain upon, the Demised
Premises, but not so as to interfere with the business of the occupier
of the, Demised Premises, lighting equipment reasonably necessary for
the purpose of illuminating the Common Parts
PROVIDED THAT any rights or easements excepted and reserved in this
Schedule over anything which is act in being at the date hereof shall
be effective only in relation to any such thing which comes into being
before the expiry of eighty (80) years from the date hereof (which
shall be the perpetuity period applicable hereto)
THIRD SCHEDULE
AUTHORIZED GUARANTEE AGREEMENT TO BE GIVEN BY TENANT PURSUANT TO
CLAUSE 22(c)(1)
T H I S D E E D is made the day of ▇▇
▇ ▇ ▇ ▇ ▇ ▇ N:-
(1) [ ] whose registered office is at [
] (registered number: ) (the
"Present Tenant') [and]
(2) [ ] whose registered office is at [
] (registered number: ) (the
"Landlord") [and]
(3) [ ] whose registered office is at [
] (registered number: ) (the
"Guarantor")]]
W H E R E A S:
(A) This Agreement is made pursuant to the lease dated [ ] and
made between [ ] (the "Lease") which expression shall
include (where the context so admits) all deeds and documents
supplemental to it (whether expressed to be so or not)
relating to the premises at [ ] (the "Premises").
(B) The Present Tenant holds the Premises under the Lease and
wishes to assign the Lease to [ ] (the "Assignee"), and
pursuant to the Lease the Landlord's consent is required to
such assignment (the "Assignment") and such consent is given
subject to a condition that the Present Tenant [and the
Guarantor) [is/are] to enter into a deed in the form of this
Deed
NOW THIS DEED WITNESSES as follows:-
1. Authorized Guarantee
Pursuant to the condition referred to above, the Present
Tenant covenants with the Landlord, as a primary obligation,
that the Assignee or the Present Tenant shall, at all times
during the period (the "Guarantee Period") from the completion
of the Assignment until the Assignee shall have ceased to be
bound by the tenant covenants (which in this Deed shall have
the meaning attributed by section 28(1) of the Landlord and
Tenant (Covenants) ▇▇▇ ▇▇▇▇ (the "1995 Act")) contained in the
Lease (including the payment of the rents and all, other sums
payable under the Lease in the manner and at the times
specified in the Lease), duly perform and observe the tenant
covenants.
2. PRESENT TENANT'S LIABILITY
2.1 The Present Tenant agrees that the Landlord, in the enforcement of its
rights under this Deed, may proceed against the Present Tenant as if
the Present Tenant were the sole or principal debtor in respect of the
tenant, covenant in question.
2.2 For the avoidance of doubt, notwithstanding the termination of the
Guarantee Period the Present Tenant shall remain liable under this Deed
in respect of any liabilities which may have accrued prior to such
termination.
2.3 For the avoidance of doubt the Present Tenant shall be liable under
this Deed for any reasonable costs and expenses properly incurred by
the Landlord in enforcing the Present Tenant's obligations under this
Deed.
3. DISCLAIMER OF LEASE
The Present Tenant further covenant with the Landlord that if the Crown
or a liquidator or trustee in bankruptcy shall disclaim the Lease
during the Guarantee Period the Present Tenant shall, if the Landlord
by notice in writing given to the Present Tenant within three (3)
months after such disclaimer, accept from, and execute and deliver to,
the Landlord a counterpart of a new lease of the Premises for a term
commencing on the date of the disclaimer and continuing for the residue
then remaining unexpired of the term of the Lease, such new least to be
at the same rents and subject to the same covenants and provisions as
are contained in the Lease Provided always that if the disclaimer shall
arise prior to 29 December 1999 if the Present Tenant shall so choose
the term shall expire on 29 December 1999 subject to payment of
L18,648 on or before that date
4. SUPPLEMENTARY PROVISIONS
By way of provision incidental or supplemental to clauses 1, 2 and 3
of this Deed:-
4.1 POSTPONEMENT OF PARTICIPATION BY PRESENT TENANT IN SECURITY
The Present Tenant shall not be entitled to participate in any security
held by the Landlord in respect of the Assignee's obligations to the
Landlord under the Lease or to stand in the place of the Landlord in
respect of any such security until all the obligations of the Present
Tenant or the Assignee to the Landlord under the Lease have been
performed or discharged.
4.2 NO RELEASE OF PRESENT TENANT
None of the following, or any combination of them, shall release,
determine, discharge or in any way lessen or affect the liability of
the Present Tenant as principal obligor under this Deed or otherwise
prejudice or affect the right of the Landlord to recover from the
Present Tenant to the full extent of this guarantee:-
4.2.1 any refusal by the Landlord to accept rent tendered by or on behalf of
the Assignee at a time when the Landlord was entitled (or would after
the service of a notice under Section 146 of the Law of Property ▇▇▇
▇▇▇▇ have been entitled) to re-enter the Premises;
4.2.2 any extension of time given by the Landlord to the Assignee;
4.2.3 any change in the constitution, structure or powers of either the
Present Tenant, the Assignee or the Landlord or the liquidation,
administration or bankruptcy (as the case may be) of either the Present
Tenant or the Assignee;
4.2.4 any legal limitation, or any immunity, disability or incapacity of the
Assignee (whether or not known to the Landlord) or the fact that any
dealings with the Landlord by the Assignee may be outside, or in excess
8f, the powers of the Assignee;
4.3 COSTS OF NEW LEASE
The Landlord's reasonable costs in connection with any new lease
granted pursuant to clause 3 of this Deed shall be borne by the Present
Tenant and paid to the Landlord (together with Value Added Tax) upon
completion of such new lease.
5. GUARANTEE
[IF THERE IS A GUARANTOR, REPEAT THE PROVISIONS SET OUT IN PARAGRAPH 1
TO 9 (INCLUSIVE) OF SCHEDULE 4].
6. GUARANTOR TO JOIN IN NEW LEASE
If the Present Tenant shall be required to take up a new lease pursuant
to clause 3 of this Deed, the Guarantor shall join in, and execute and
deliver to the Landlord a counterpart of, such new lease in order to
guarantee the obligations of the Present Tenant under it in the terms
of Schedule 4 to the Lease.]
I N W I T N E S S whereof this deed has been executed by the Present
Tenant and is intended to be and is hereby delivered on the date first
above written.
FOURTH SCHEDULE
COVENANTS BY THE GUARANTOR
1.1 COVENANT AND INDEMNITY BY GUARANTOR
The Guarantor hereby covenants with the Landlord, as a primary
obligation, that the Tenant or the Guarantor shall at all times during
the Term duly perform and observe all the covenants on the part of the
Tenant contained in this Lease, including the payment of the rents and
all other sums payable under this Lease in the manner and at the times
herein specified, and the Guarantor hereby indemnifies the Landlord
against all claims, demands, losses, damages, liability, costs, fees
and expenses whatsoever sustained by the Landlord by reason of or
arising in any way directly or indirectly out of any default by the
Tenant in the performance and observance of any of its obligations or
the payment of any rent and other sums
1.2 GUARANTOR JOINTLY AND SEVERALLY LIABLE WITH TENANT
The Guarantor hereby further covenants with the Landlord chat the
Guarantor is jointly and severally liable with the Tenant (whether
before or after any disclaimer by a liquidator or trustee in
bankruptcy) for the fulfillment of all the obligations of the Tenant
under this Lease and agrees that the Landlord, in the enforcement of
its rights hereunder, may proceed against the Guarantor as i~ the
Guarantor was named as the Tenant in this Lease
1.3 WAIVER BY GUARANTOR
The Guarantor hereby waives any right M require the Landlord to proceed
against the Tenant or to pursue any other remedy whatsoever which may
be available to the Landlord before proceeding against the Guarantor
1.4 POSTPONEMENT OF CLAIMS BY GUARANTOR AGAINST TENANT
The Guarantor hereby further covenants with the Landlord that the
Guarantor shall not claim in any liquidation, bankruptcy, composition
or arrangement of the Tenant in competition with the Landlord and shall
remit to the Landlord the proceeds of all judgments and all
distributions it may receive from any liquidator, trustee in bankruptcy
or supervisor of the Tenant and shall hold for the benefit of the
Landlord all security and rights the Guarantor may have over assets of
the Tenant whilst any liabilities of the Tenant or the Guarantor to the
Landlord remain outstanding
1.5 POSTPONEMENT OF PARTICIPATION BY GUARANTOR IN SECURITY
The Guarantor shall not be permitted to participate in any security
held by the Landlord in respect of the Tenant's obligations to the
Landlord under this Lease or to stand in the place of the Landlord in
respect of any such security until all the obligations of the Tenant or
the Guarantor to the Landlord under this Lease have been performed or
discharged
1.6 NO RELEASE OF GUARANTOR
None of the following, or any combination thereof, shall release,
determine, discharge or in any way lessen or affect the liability of
the Guarantor as principal debtor under this Lease or otherwise
prejudice or affect the right of the Landlord to recover from the
Guarantor to the full extent of this guarantee:-
(a) any neglect, delay or forbearance of the Landlord in
endeavouring to obtain payment of the rents or the amounts
required to be paid by the Tenant or in enforcing the
performance or observance of any of the obligations of the
Tenant under this Lease;
(b) any refusal by the Landlord to accept rent tendered by or on
behalf of the Tenant at a time when the Landlord was entitled
(or would after the service of a notice under Section 146 of
the Law of Property ▇▇▇ ▇▇▇▇ have been entitled) to re-enter
the Demised Premises;
(c) any extension of time given by the Landlord to the Tenant;
(d) any variation of the terms of this Lease (including any
reviews of the rent payable under this Lease) or the transfer
of the Landlord's reversion or the assignment of this Lease;
(e) any change in the constitution, structure or powers of either
the Tenant, the Guarantor or the Landlord or the liquidation,
administration or bankruptcy (as the case may be) of either
the Tenant or the Guarantor;
(f) any legal limitation, or any immunity, disability or
incapacity of the Tenant (whether or not known to the
Landlord) or the fact that any dealings with the Landlord by
the Tenant may be outside or in excess of the powers of the
Tenant;
(g) any other act, omission, matter or thing whatsoever whereby,
but for this provision, the Guarantor would be exonerated
either wholly or in part (other than a release under seal
given by the Landlord)
1.7 DISCLAIMER OR LEASE
(a) The Guarantor hereby further covenants with the Landlord
that:-
(i) if a liquidator or trustee in bankruptcy shall
disclaim this Lease; or
(ii) if the Tenant shall cease to exist
THEN the Guarantor shall, if the Landlord by notice in writing
given to the Guarantor within three (3) months after such
disclaimer or if the Tenant shall cease to exist, accept from
and execute and deliver to the Landlord a counterpart of a new
lease of the Demised Premises for a term commencing on the
date of the disclaimer or other event and continuing for the
residue then remaining unexpired of the Term, such new lease
to be at the cost of the Guarantor and to be at the same cents
and subject to the same covenants, conditions and provisions
as are contained in this Lease;
(b) if the Landlord shall not require the Guarantor to take a new
lease, the Guarantor shall nevertheless upon demand pay cc the
Landlord a sum equal to the rents and other sums that would
have been payable under this Lease but for the disclaimer or
the Tenant ceasing to exist in respect of the period from and
including the date of such disclaimer or the Tenant ceasing to
exist until the expiration of six (6) months therefrom or
until the Landlord shall have granted a lease of the Demised
Premises to a third party (whichever shall first occur)
1.8 BENEFIT OF GUARANTEE
This guarantee shall enure for the benefit of the successors and
assigns of the Landlord under this Lease without the necessity for any
assignment thereof
FIFTH SCHEDULE
ITEMS OF EXPENDITURE AS REFERRED TO IN CLAUSE 8
PART `A'-BUILDING
1. REPAIRS AND MAINTENANCE
Repairing, maintaining, decorating and (where appropriate) cleaning,
washing down, lighting, heating, servicing, furnishing, carpeting and
equipping the Building
2. PLANT AND MACHINERY
Maintaining, repairing, operating, inspecting, servicing, overhauling,
cleaning, lighting and (as and when necessary) renewing or replacing
all plant, machinery, apparatus and equipment within the Building
(other than in the Lettable Areas thereto) from time to time and all
fuel and electricity for the same and any necessary maintenance
contracts and insurance in respect: thereof
3. SECURITY AND EMERGENCY SYSTEMS
Maintaining, repairing, operating, inspecting, servicing, overhauling,
cleaning and (as and when necessary) renewing or replacing all security
and emergency systems for the Building, including, but not limited to,
alarm systems, internal telephone and television, systems, generators,
emergency lighting, fire detection and prevention systems any fire
escapes for the Building and all fire fighting and fire prevention
equipment and appliances (other then those for which a tenant is
responsible)
4. STAFF
The provision of staff (including such direct or indirect labour as the
Landlord reasonably deems appropriate) for the day-to-day running of
the installations and plant and the provision of other services to the
Building and for the general management, operation and security of the
Building and all other incidental expenditure, including, but not
limited to:-
(a) insurance, health, pension, welfare, severance and other
payments, contributions and premiums;
(b) the provision of uniforms, working clothes, tools,
appliances, materials and equipment (including telephones)
for the proper performance of the duties of any such staff
but only to the extent that all such staff shall be employed for the
purpose of performing obligations on behalf of the Landlord herein and
providing services specified in this Lease
5. SIGNS ETC.
Maintaining and renewing name boards and signs in the main entrance
halls, lift lobby areas and any other parts of the Building and all
directional signs, fire regulation notices, advertisements and street
furniture and furnishing and any flags, flag poles and television and
radio aerials
6. REFUSE
Providing and maintaining any receptacles for refuse for the Building
and the cost of collecting, storing and disposing of refuse
7. MISCELLANEOUS ITEMS
Leasing or hiring at commercial rates any of the items referred to in
this Part of this Schedule;
8. STATUTORY REQUIREMENTS
Carrying out any works to the Building required to comply with any
statute (other than works for which any tenant or occupier is
responsible)
9. MANAGEMENT
(a) The proper and reasonable fees, costs, charges, expenses and
disbursements (including any VAT payable thereon) of the
Surveyor, the Accountant and any other person properly
employed or retained by the Landlord where necessary for or in
connection with surveying and accounting functions, the
collection of rents, the performance of the services and any
other duties in and about the Building or any part of it
relating to the general management, administration, security,
maintenance, protection and cleanliness of the Building;
(b) The proper and reasonable fees and expenses (including any VAT
payable thereon) of the Landlord or a Group Company in
connection with the management of the Building and any of the
functions and duties referred to in paragraph (a) that may be
undertaken by the Landlord or a Group Company, such fees and
expenses to include overheads and profits commensurate with
the current market practice-of property companies providing
management services
10. VALUE ADDED TAX
Value Added Tax at the rate for the time being in force chargeable in
respect of any item of expenditure referred to in this Part of this
Schedule to the extent not otherwise recoverable reclaimable or capable
of set off by the Landlord
11. GENERALLY
Any reasonable costs and expenses (not referred to above) which the
Landlord may properly, incur in providing such other services and in
carrying out such other works as the Landlord may reasonably deem
desirable or necessary for the benefit of the Building or any part of
it or the tenants or occupiers thereof, or for securing or enhancing
any amenity of or within the Building, or in the interest of good
estate management
12. EXCLUSION FROM SERVICE CHARGE
Notwithstanding the above there shall be excluded from the
Expenditure:-
(a) initial capital costs of the construction and development of
the Building and any part thereof and all expenditure relating
thereto and of the provision of all plant, machinery, fixtures
and equipment including leasing and hiring costs incurred
prior to the date hereof to be used in carrying out the
services pursuant to this Lease;
(b) the costs of remedying the disrepair, damage or destruction
caused by any of the risks against which the Landlord
covenants to insure;
(c) the cost of reinstating or rebuilding the Demised Premises;
(d) any cost or fees incurred in relation to the grant, regrant or
renewal of any other last of part of the Building and any
costs or fees incurred in relation to the collection of rents
and any other sums or the review of the rent or mats payable
under subleases.
(e) the costs arising directly at indirectly out of any defects in
or damage caused to the Building or any pan thereof prior to
the date hereof and apparent at the dam hereof;
(f) the costs incurred in relation to the marketing, maintenance,
repair or decoration of those Lettable Areas which are from
time to time unlet;
(g) the costs incurred in connection with the advertising and:
promotion of the Building.
------------------------------
PART `B' - ESTATE
1. REPAIRS AND MAINTENANCE
Repairing, maintaining, decorating and (where appropriate) cleaning,
washing down, lighting, heating, servicing, furnishing, equipping the
Retained Parts
2. SECURITY AND EMERGENCY SYSTEMS
Maintaining, repairing, operating, inspecting, servicing, overhauling,
cleaning and (as and when necessary) renewing or replacing all security
and emergency systems for the Retained Parts, including, but not
limited to, alarm systems, internal telephone and television systems,
generators, emergency lighting, fire detection and prevention systems
any fire escapes for the Retained Parts and all fire fighting and fire
prevention equipment and appliances (other than those for which a
tenant is responsible) and any traffic barriers, car park and traffic
control and security systems
3. STAFF
The provision of staff (including such direct or indirect labour as the
Landlord reasonably deems appropriate) for the day-to-day running of
the. installations and plant and the provision of other services to the
Retained Parts and for the general management, operation and security
of the Retained Parts (including traffic control and policing) and all
other reasonable incidental expenditure, including, but not limited
to:-
(a) insurance, health, pension, welfare, severance and other
payments, contributions and premiums;
(b) the provision of uniforms, working clothes, tools, appliances,
materials and equipment (including telephones) for the proper
performance of the duties of any such staff;
(c) providing, maintaining, repairing, decorating and lighting any
accommodation and facilities for staff, and all rates, gas and
electricity charges in respect thereof but only to the extent
that all such staff shall be employed for the purpose of
performing obligations on behalf of the Landlord herein and
providing services specified in this Lease.
4. SIGNS ETC.
Maintaining and renewing name boards and signs at the entrances and any
other parts of the Retained Parts and all directional signs, fire
regulation notices, advertisements and street furniture and furnishing
and any flags, flag poles and television and radio aerials
5. LANDSCAPING
Providing and maintaining floodlighting (if any) and any plants,
shrubs, trees or garden or grassed areas in the Common Areas and any
other landscaping features
6. MISCELLANEOUS ITEMS
Leasing or hiring at commercial rams any of the items referred to in
this Part of this Schedule;
7. INSURANCE
(a) periodic valuations of the Estate for insurance purposes
provided that such valuations shall not be carried out more
than once in every three years;
(b) works required to the Estate in order to satisfy the
requirements of the insurers of the Estate;
(c) property owner's liability, third party liability and
employer's liability and such other insurances as the Landlord
may, in its reasonable discretion from time to time,
determine;
(d) any amount which may be deducted or disallowed by the insurers
pursuant to any new provision in the insurance policy upon
settlement any claim by the Landlord
8. COMMON FACILITIES
Repairing, maintaining, decorating, cleansing and lighting, as the case
may be, any roads, ways, forecourts, passages, pavements, party walls
or fences, party structures, conduits or other conveniences and
easements whatsoever which may belong to, or be capable of being used
or enjoyed by the Estate in common with any Adjoining Property
9. OUTGOINGS
All existing and future rates (including water rates) taxes, duties,
charges, assessments, impositions and outgoings whatsoever (whether
parliamentary, parochial, local or of any other description and whether
or not of a capital or non-recurring nature or of a wholly novel
character) payable by the Landlord in respect of the Retained Farm or
any part thereof
10. STATUTORY REQUIREMENTS
Carrying out any works to the Estate required to comply with any
statute (other than works for which any tenant or occupier is
responsible)
11. REPRESENTATIONS
Taking any steps two reasonably deemed desirable or expedient by the
Landlord for complying with, making representations against, or
otherwise contesting the incidence of the provisions of any statute
concerning town planning, public health, highways, streets, drainage
and all other matters relating or alleged to relate to the Estate or
any part of it for which any tenant is not directly responsible
12. MANAGEMENT
(a) The proper and reasonable fees, costs, charges, expenses and
disbursements (including any VAT payable thereon) of the
Surveyor, the Accountant and any other person properly
employed or retained by the Landlord where necessary for or in
connection with surveying and accounting functions, the
performance of the services and any other duties in and about
the Retained Parts or any part of them relating to the general
management, administration, security, maintenance, protection
and cleanliness of the Retained Parts;
(b) The proper and reasonable fees and expenses (including any VAT
payable thereon) of the Landlord or a Group Company in
connection with the management of the Retained Parts and any
of the functions and duties referred to in paragraph (a) that
may be undertaken by the Landlord or a Group Company, such
fees and expenses to include overheads and profits
commensurate with the current market practice of property
companies providing management services
13. VALUE ADDED TAX
Value Added Tax at the rate for the time being in force chargeable in
respect of any item of expenditure referred to in this Part of this
Schedule to the extent not otherwise recoverable reclaimable or capable
of set-off by the Landlord
14. GENERALLY
Any reasonable costs and expenses (nor referred as above) which the
Landlord may properly incur in providing such other services and in
carrying out such other works as the Landlord may reasonably deem
desirable or necessary for the benefit of the Estate or any part of it
or the tenants or occupiers thereof, or for securing or enhancing any
amenity of or within the Estate, or in the interest of good estate
management
15. EXCLUSION FROM SERVICE CHARGE
Notwithstanding the above there shall be excluded from the
Expenditure:-
(a) initial capital costs of the construction and development of
the Estate and any part thereof and all expenditure relating
thereto and of the provision of all plant, machinery, fixtures
and equipment including leasing and hiring costs incurred
prior to the date hereof to be used in carrying out the
services pursuant to this Lease,
(b) the cost of remedying any disrepair, damage or construction
caused by any of the risks against which the Landlord
covenants to insure;
(c) any cost or fees incurred in relation to the grunt, regrant or
renewal of any other lease of part of the Estate and any costs
or fees incurred in relation to the collection of rents and
any ocher sums or the review of the rent or rents payable
under such leases;
(d) the costs arising directly or indirectly out of any defects in
or damage caused to the Estate or any part thereto prior to
the date hereof and apparent at the date hereof;
(e) the costs incurred in relation to the marketing, maintenance,
repair or decoration of those Lettable Areas which are from
time to time unlet;
(f) the costs incurred in connection with the advertising and
promotion of the Estate.
SIXTH SCHEDULE
DEEDS AND DOCUMENTS CONTAINING MATTERS
TO WHICH THE DEMISED PREMISES ARE SUBJECT
1. Title Number MX352739 The entries in the Property Register and
the entries numbered 2-8 in the Charges
Register
2. The Lease dated 21 August 1992 made between the Landlord (1) and Southern
Electronic plc (2)
The Common Seal of GENERAL )
ACCIDENT LIFE ASSURANCE )
LIMITED was hereunto affixed in )
the presence of.--
Authorised Signatory
Authorised Signatory