UK-Buckinghamshire-Marlow-Globe Park-Fieldhouse Lane-Solar House Lease - Seagate Technology Inc. and Innovex Holdings Ltd.
DATED 6th November, 1996
------------------------
REPORT
SECOND FLOOR OFFICES
SOLAR HOUSE FIELDHOUSE LANE
GLOBE PARK, MARLOW, BUCKINGHAMSHIRE
Hobson Audley Hopkins & Wood
7 Pilgrim Street
London EC4V 6DR
MJH/INNB40
05.1l.96
[HA 38534]
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1. THE PROPERTY
The property comprises the leasehold interest in the premises known as Second
floor, Solar House, Fieldhouse Lane, Globe Park, Marlow, Buckinghamshire ("the
property"), shown on the plan numbered one annexed to this Report. This plan is
taken from the Lease.
2. THE CONTRACT
The Contract is governed by the standard Conditions of Sale (3rd Edition). We
confirm that the Contract has been drawn in comprehensive and equitable form
which properly protects the interests of both parties
The following terms should be noted:
2.1 The Contract obliges both parties to complete the Lease within seven
working days after the Contract becomes unconditional.
2.2. The Contract is conditional upon the superior landlord's consent being
granted and also the parties obtaining a court order to exclude the
security of tenure provisions of the Landlord and Tenant Act 1954. When
both the consent and court order have been obtained the contract becomes
unconditional.
2.3 There is a long stop date of three months from the date of the Contract
and if the superior landlord's consent and the court order are not
obtained within this period then either party can rescind the Contract.
2.4 The Contract allows you to occupy the demised premises as licensee at
will from the date of exchange until the Lease is formally completed.
Your occupation will be on the same terms as the Lease but can be brought
to an end at any time by the landlord.
2.5 You will also be entitled to carry out your fitting out works whilst you
occupy as licensee provided that they have been previously approved in
writing by the landlord.
3. THE TITLE
As Seagate are only granting you a lease for three years they are not obliged to
deduce title to the property although we confirm that we have been provided with
a copy of the lease under which they hold Solar House which is dated 31st May
1990 and made between AMEC Properties Limited (1) and Seagate Technology Inc (2)
("the Headlease"). AMEC's interest is now vested in The Prudential Insurance
Company. We have not, however, been provided with a copy of the lease under
which Prudential hold the development.
4. THE LEASE
The Lease is an underlease and as such follows very closely the form of the
Headlease. A summary of the main provisions of the Lease together with the
agreed form of Lease are given in Appendix 1. Please note that not all the
obligations under
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the Lease are repeated. We have merely tried to summarise the most important
provisions.
5. PLANNING & LOCAL SEARCH INFORMATION
We have obtained a personal local authority search through ICC Site Search
Limited which is dated 30th October 1996. The results of the search reveal the
following salient entries.
5.1 The property falls within the administrative district of Wycombe District
Council.
5.2 The foul drainage is connected to the public foul water sewer. The property
is not, however, connected to the public service water sewer.
5.3 Fieldhouse Lane is maintained at public expense.
5.4 The property is located within an employment area.
5.5 It appears that Solar House was erected pursuant to a Planning Permission
W/88/6223 which authorised the redevelopment of the site and construction
of two buildings for B1 business use together with associated parking.
The search does not, in other respects, reveal anything adverse.
6. FIRE CERTIFICATE
A Fire Certificate will be required in respect of the property due to the number
of employees that it will house.
You should also obtain confirmation from the Fire Officer that your fitting out
works comply in all respects with fire precaution requirements.
7. DELETERIOUS MATERIALS
The Vendor has provided no warranties concerning the use of non-deleterious
materials but in view of the short term nature of the letting and the fact that
the service charge is capped we do not consider this a cause of concern.
8. ENVIRONMENTAL LIABILITY
No information has been provided by the landlord's solicitors. Again, in view of
the short term nature of the letting we do not consider that an environmental
audit is necessary.
9. REPLIES TO ENQUIRIES
The replies reveal very little information and the information given does not
appear to be adverse. The following points should be noted:
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9.1 No information has been provided in respect of rates or any other
outgoings. Please let us know if you require us to make further enquiries.
9.2 Seagate give no warranty as to the condition of the property.
9.3 Seagate has received no notices of any breach of the terms of its lease or
of any of the conditions attached to the planning permission referred to in
paragraph 5.5 above.
9.4 The central heating was installed when the building was erected
approximately 8 years ago and is regularly serviced under a maintenance
contract.
9.5 The telephones will be removed.
9.6 The Superior Landlord is The Prudential Insurance Company Limited and the
freehold reversioner is believed to be Wycombe District Council.
9.7 We have not been provided with any insurance information.
9.8 Limited service charge information has been provided.
Copies of the replies to enquiries are attached at Appendix 2. Please note that
the red edging on Plan 1 attached to the replies to enquiries is incorrect. The
extent of the property to be let to you is shown on the Plan numbered 2 annexed
to this report.
10. WORKS
10.1 The Contract provides that you are permitted to carry out your fitting out
works.
10.2 We have negotiated that you will not be obliged to reinstate the existing
partitioning that you intend to remove. You will, however, be obliged to
take down the existing parkhousing carefully and store it until the end of
the Term and then release it to Seagate. You are also obliged to remove the
new partitioning that you install, if required.
10.3 The erection of the microwave dishes requires the consent of both Seagate
and the Prudential which have both been obtained in principle. You are
permitted to put up the dishes before a formal licence has been obtained
provided that you sign the letter of indemnity which provides that the
works are carried out at your own risk and that you will enter into a
licence of alterations in a form reasonably required by Prudential. You are
also liable to remove the dishes within 7 days of being required to.
10.4 With regard to the dishes required at Medina House, we confirm that a
licence to erect the dishes will be required from your Landlord's YJ Lovell
(Holdings) Limited and that this has been applied for. As you are aware
such a licence may take a number of weeks. We would recommend that you
discuss the situation with us if you need to erect the dishes before such a
licence is available.
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10.5 You are obliged to obtain the necessary planning and building regulations
consents in respect of the dishes.
11. CONCLUSION
Subject to the points mentioned in this report we confirm that the terms of the
Lease and Contract are acceptable.
Dated the 6th day of November, 1996
/s/Hobson Audley Hopkins & Wood
-------------------------------
HOBSON AUDLEY HOPKINS & WOOD
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THE PLANS REFERRED TO:
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SECOND FLOOR OFFICES
SOLAR HOUSE FIELD HOUSE LANE
GLOBE PARK, MARLOW, BUCKINGHAMSHIRE
[FLOOR PLAN]
PLAN 1
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LOCATION MAP
SOLAR HOUSE FIELD HOUSE LANE
GLOBE PARK, MARLOW, BUCKINGHAMSHIRE
[FLOOR PLAN]
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APPENDIX 1:
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LEASE SUMMARY
<TABLE>
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1. PROPERTY: Second Floor, Solar House, Fieldhouse Lane,
Globe Park, Marlow, Buckinghamshire. A full
definition is provided at the end of this
summary.
2. LANDLORD: Seagate Technology Inc
3. TENANT: Innovex Holdings Limited
4. SUPERIOR LANDLORD: The Prudential Insurance Company. Their
development is shown edged blue on the plan
numbered 2 annexed to this report.
5. TERM: 3 years commencing on 1st November 1996
and expiring on 31st October 1999
6. RENT: L 92,300 per annum + VAT
7. RENT REVIEW: None
8. PAYMENT DATES: Quarterly in advance on the usual quarter
days.
9. TENANT'S PERCENTAGE: 14.9%. It is the ratio that the net internal area
of the Demised Premises bears to the net
internal area of the building (Solar House)
and is to be determined by the landlord's
appointed surveyor in case of dispute.
10. BREAK CLAUSE: None.
11. RATES: Paid by Tenant.
12. SECURITY OF TENURE: No
TENANT'S COVENANTS
1. RENT: To pay the rent on the usual quarter days
without any deduction. Rent and other
outgoings are payable from 1st November
1996.
2. OUTGOINGS: To pay all outgoings and other charges
relating to the property including the Tenant's
Percentage of all payments as may be
assessed, charged or payable in respect of the
building.
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<TABLE>
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3. SERVICE CHARGE: To pay the Tenant's Percentage of the cost
incurred by the Landlord in providing the
Services and also the Tenant's Percentage of
the amount paid by the Landlord for services
under the Superior Lease. Payments are
subject to a cap of L 4.00 per square foot. (i.e.
L 14,045 per annum). Service charge is subject
to VAT.
The Tenant is liable for all the costs incurred
by the Landlord in lighting and cleaning the toilets
on the second floor and providing hot water to them.
4. REPAIRS AND DECORATION The tenant is responsible for keeping the
property in good and substantial repair and
condition. In addition the tenant is
responsible for redecorating the Property in
the last 6 months of the term. However there
is no obligation to replace ceiling tiles or the
carpet.
5. ALTERNATIONS/IMPROVEMENTS Alterations or additions to the property are
prohibited. However, the tenant may with
the prior written consent of the landlord
which is not to be unreasonably withheld or
delayed make non structural internal
alterations or additions and install internal
demountable partitions.
The tenant is responsible for supplying the
landlord with full specifications and
drawings. The landlord can withhold its
consent until such time as the tenant obtains
confirmation that any such proposed
partitioning conforms to the requirements of
local fire officers.
The landlord can insist on reinstatement.
6. USER: Only for uses within Class B1 of the Town and
Country Planning (Use Classes) Order 1987.
This covers (a) office use (other than for
financial and professional services)
(b) research and development or (c) any
industrial process which can be carried out in
any residential area without detriment to the
amenity of that area.
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<TABLE>
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7. ALIENATION Any dealing with part only of the property is
prohibited.
Underletting of the whole is prohibited.
Assignment of the whole is permitted
provided that the prior written
consent of the landlord is obtained
(such consent not to be unreasonably
withheld or delayed).
The landlord can reasonably withhold its
consent if at the date of the application
the tenant is in breach of its covenants
under the lease or if the proposed assignee
is not in the landlord's reasonable opinion
of sound financial standing and capable of
performing the tenant's covenants under the
lease or if the landlord reasonably believes
that the assignment would adversely affect
its interest in Solar House. In addition, the
assignee is to be a limited company whose annual
profits before tax in each of the three years
prior to the application for assignment
exceeds 3 times the annual rent.
The landlord can on all occasions require the
tenant to guarantee the proposed assignee's
obligations and where reasonable it can request
the assignee to enter into a rent deposit deed
or to provide a guarantor.
In addition a proposed assignee must enter into
a direct deed of covenant with the landlord.
Notice of any assignment must be given
within one calendar month.
The tenant may share occupation with any
subsidiary or holding company of the tenant.
8. REGULATIONS: The tenant must observe any reasonable regulations
stipulated by the landlord.
9. SUPERIOR LEASE: The tenant must not do anything which might
cause the landlord to be in breach of the terms
of the superior lease dated 31st May 1990 and
made between the Superior Landlord (1) and
the Landlord (2). The form of the lease
follows the superior lease and performance of
the covenants in the lease will not be a breach
of any covenants in the superior lease.
</TABLE>
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<TABLE>
LANDLORD'S COVENANTS
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1. SUPERIOR LEASE To pay the rents reserved by the Superior
Lease and to perform the lessee's covenants
thereunder and to use all reasonable
endeavours to procure that the superior
landlord observes and performs its covenants
in the Superior Lease subject to the tenant
bearing the Tenant's Percentage of the
landlord's costs thereby incurred.
2. SERVICES To use its reasonable endeavours in an
efficient manner and in accordance with the
principals of good estate management unless
so prevented by an event beyond its control
and (subject to the tenant paying the service
charge) to provide:
(a) Air conditioning.
(b) Cold water to the toilets and
washroom facilities on the second
floor of the building and hot
water during normal office working
hours from 8.00 a.m. to 6.00 p.m.
(c) To keep the halls and passages leading
to the demised premises and toilet and
washroom facilities on the second floor
of the building reasonably clean and lit
during normal office working hours.
(d) To keep the conducting media within
the building in good and substantial
repair.
3. SUPERIOR LEASE SERVICE CHARGE The landlord is obliged to supply to the tenant
ACCOUNTS within fourteen days of receiving the same
copies of such accounts together with copies
of any written estimates.
4 SERVICE CHARGE ACCOUNTS The landlord is obliged to and to make
available any receipts and vouchers for
inspection and to provide accounts for each
service charge year.
INSURANCE The superior landlord is obliged to insure the
building and the tenant is liable to repay to
the landlord the Tenant's Percentage of the cost.
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<TABLE>
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The landlord is obliged to insure plate glass within
the building and again the tenant is obliged to pay
to the landlord the Tenant's Percentage of the cost.
If the property or any part or access to it is damaged
or destroyed by an insured risk and the superior
landlord's insurance policy has not been vitiated
the rent is suspended until the damage is remedied or the
end of the lease whichever is the sooner.
If insurance money is refused due to an act or default of
the tenant the tenant is responsible for repaying to the
landlord the cost (or a fair proportion as the
case may be) of rebuilding and reinstating the building.
RE-ENTRY (a) If the rent is unpaid for 21 days; or
(b) any of the tenant's covenants are not
performed; or
(c) there is an insolvency event (as
defined on page 49 of the lease); or
(d) the tenant's re-registers with unlimited
liability or reduces its capital or is
struck off the register of companies; or
(e) distress is levied on any of the tenant's
goods at the property; or
(f) either of (c) or (d) happen in relation to
a surety
then the landlord can lawfully re-enter
the property.
SERVICES UNDER SUPERIOR LEASE (a) To light, clean, drain, repair and
maintain in good condition and free
from rubbish and litter and from time
to time resurface or renew the common
areas and all roads, footpaths, lawns,
trees, gardens and landscaped amenity
areas.
(b) To clean, repair and maintain in good
working order all conducting media that
are laid from time to time under the common
areas.
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<TABLE>
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(c) To pay all outgoings in respect of the common
areas.
(d) To insure the common areas.
(e) To manage the common areas.
The Tenant is responsible for paying the Tenant's
Percentage of the costs to the Landlord for such items.
SERVICES UNDER THE LEASE (a) Provision of air conditioning in the building.
(b) Keeping halls and passages in the building clean and lit.
(c) Repairing, maintaining, renewing and cleaning
the conducting media within the building and
the plant within the building.
(d) Providing security.
(e) Insurance which the landlord may reasonably deem
prudent in connection with any services.
(f) Employing agent's contractors etc.
(g) Procuring the supply of gas, water and
electricity for the use of air conditioning
and central heating.
(h) providing hot and cold water to the water outlets
in the Building.
RIGHTS AND RESERVATIONS 1. Rights
(a) to use the car parking spaces shown edged green
on the plan numbered 2 annexed to this report or
such other spaces that the landlord may be allocated
under the Headlease.
(b) to use the entrance halls and passages within
the Building and also the toilets and washroom
facilities on the first and second floors.
(c) right of passage of services through the
conducting media within the Building and
Common Areas.
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<TABLE>
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(d) right of support.
(e) right to use Common Areas.
2. Reservations
(a) support.
(b) right of passage of services through
the conducting media within the property.
(c) right to alter any other property of the
Landlord.
(d) rights of entry upon the property for the purposes
mentioned in the lease.
DEMISED PREMISES A full definition is provided on the first schedule to
the lease. It is recommended that this is read carefully.
You will note that the demised premises comprise the second
floor and the internal finishes but not the main structure.
</TABLE>
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DATED 1996
-----------------------------------
(1) SEAGATE TECHNOLOGY INC.
(2) INNOVEX HOLDINGS LIMITED
---------------------------------------------
Counterpart
UNDERLEASE
relating to second floor of
Solar House, Fieldhouse Lane,
Marlow, Buckinghamshire
Term: Commencing on 1st November 1996
expiring on 31 October 1999
Rent: L 92,300 pa
---------------------------------------------
Baker & McKenzie
100 New Bridge Street
London EC4V 6JA
Tel: 0171-919 1000
Fax: 0171-919 1999
Ref: MDS/JFM
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CONTENTS
<TABLE>
<CAPTION>
Clause Page
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1. Preliminary .................................................................1
1.1 Definitions ........................................................1
1.2 Gender .............................................................5
1.3 Number..............................................................5
1.4 Obligations ........................................................5
1.5 Statutory References ...............................................5
1.6 Covenants by the Tenant ............................................5
2. Demise Habendum and Reddendum ...............................................6
3. Tenant's Covenants ..........................................................7
3.1 Pay Rents ..........................................................7
3.2 Discharge Outgoings and Pay for Services ...........................8
3.3 Value Added Tax ...................................................11
3.4 Observance of Statutory Requirements ..............................12
3.5 Fire Precautions ..................................................13
3.6 Repair ............................................................13
3.7 Decoration and Maintenance ........................................14
3.8 Rubbish and Appearance ............................................16
3.9 Matters Prejudicial to the Demised Premises .......................17
3.10 Improvements and Alterations ......................................19
3.11 Signs and Erections ...............................................21
3.12 Planning ..........................................................21
3.13 Inspection and Remedial Works .....................................24
3.14 User ..............................................................26
3.15 Assignment and Underletting .......................................27
3.16 Facilitate Landlord's Dealings with the Demised Premises ..........33
3.17 Landlord's Access to the Demised Premises .........................34
3.18 Provision of Information to the Landlord ..........................35
3.19 Payment of Fees and Expenses ......................................36
3.20 Substitution of Surety ............................................37
3.21 Indemnities .......................................................38
3.22 Yield Up ..........................................................40
3.23 Regulations .......................................................41
3.24 Superior Lease ....................................................41
4. Landlord's Covenants .......................................................41
4.1 Quiet enjoyment ...................................................41
</TABLE>
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<TABLE>
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5. Insurance ..................................................................45
5.1 Information regarding cover ............................................45
5.2 Suspension of Rent on Occurrence of Insured Risk .......................45
5.3 Access for reinstatement ...............................................46
5.4 Tenant not to Prejudice Insurance ......................................46
5.5 Re-building if Insurance Money Irrecoverable ...........................46
5.6 Tenant's User and Insurance - To Pay Costs .............................47
5.8 Tenant's Insurances ....................................................48
6. No Liability ...............................................................48
7. Provisos ...................................................................48
7.1 Re-Entry ...............................................................49
7.2 Distress ...............................................................51
7.3 Formal Licences ........................................................51
7.4 Resolution of Differences ..............................................52
7.6 Tenant's Goods Left in Premises ........................................52
7.7 Service of Notices .....................................................53
7.8 Exclusion of Implied Easements .........................................53
7.9 Superior leases ........................................................53
7.11 No Warranty as to Permitted Use .......................................54
7.12 Denial of Waiver ......................................................54
7.13 Exclusion of set off ..................................................55
7.14 Rights of Access ......................................................55
7.15 Consents and Approvals ................................................55
7.16 Exclusion of Landlord and Tenant Act 1954 .............................55
8. Surety Covenants ...........................................................56
9. Jurisdiction ...............................................................56
THE FIRST SCHEDULE ..............................................................56
The Demised Premises .......................................................56
THE SECOND SCHEDULE .............................................................57
Rights included in the Demise ..............................................57
THE THIRD SCHEDULE ..............................................................59
Part I .....................................................................59
Part 11 ....................................................................60
THE FOURTH SCHEDULE .............................................................60
The Surety's Covenants .....................................................60
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THIS UNDERLEASE is made the day of One thousand nine
hundred and ninety-six
BETWEEN:
(1) SEAGATE TECHNOLOGY INC. of 920 Disc Drive, Scotts Valley, California
95066-4544 ("the Landlord" which expression includes the person for the
time being entitled to the reversion immediately expectant on the
determination of the Term)
2) INNOVEX HOLDINGS LIMITED whose registered office is at Innovex House,
Marlow Park, Buckinghamshire SL7 1TB ("the Tenant" which expression
includes its successor or successors in title and permitted assigns)
WITNESSETH as follows:
1. PRELIMINARY
1.1 Definitions
In these presents:
"Building" means the building situate at and known as Solar
House Fieldhouse Lane Marlow Buckinghamshire shown
for the purposes of identification only edged red
on the plan annexed hereto marked "Plan 2";
"the Carparking Spaces" means those fourteen carparking spaces which are
for the purposes of identification only shown
edged green on the plan annexed hereto marked
"Plan 1" or such other carparking spaces as the
Landlord may designate from time to time being
1
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either within the Estate or within the car park
spaces allocated to the Landlord by the Superior
Landlord pursuant to the Superior Lease;
"the Common Areas" means all parts of the Estate not comprised nor
intended to be comprised in any demise to tenants
of the buildings constructed thereon and the use
whereof is intended to be common to tenants on the
Estate;
"the Conducting Media" means drains sewers pipes wires and cables for the
passage and running of water and soil gas
electricity telecommunications and other
electronic impulses fuel and oil;
"Demised Premises" means (save where the context otherwise
requires) the whole and each and every part of
the premises described in the First Schedule
hereto and any alterations or additions to the
same together with the fixtures and fittings in
the nature of landlord's fixtures which are now
or at any time hereafter may be affixed to or
upon the said premises;
"the Estate" means the Superior Landlord's development situate
at Fieldhouse Lane Marlow Buckinghamshire as the
same is shown edged blue on the plan annexed
hereto marked "Plan 2";
"Interest" means interest (as well after as before judgment)
at that rate which is 4 percentage points above
the base rate or its equivalent for the time being
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in force of Royal Bank of Scotland plc (or if such
rate shall no longer be published then such rate
as the Landlord shall reasonably consider to be
comparable and an appropriate replacement for the
same);
"Planning Acts" means the Town and Country Planning Acts 1971 to
1990 the Town and Country Planning (Amendment) Act
1977 the Local Government Planning and Land Act
1980 the Local Government and Planning (Amendment)
Act 1981 the Local Government (Miscellaneous
Provisions) Act 1982 and every other statute for
the time being in force amending or replacing the
same or dealing with planning or related matters
or otherwise of a similar nature and every
regulation order direction plan instrument
permission or ruling made or issued under or
deriving validity from any of the same;
"the Plant" means all plant and machinery now in or serving
the Building (other than tenant's trade plant and
machinery) including (without prejudice to the
generality of the foregoing) all lifts and lift
machinery all air conditioning heating and
ventilation plant and machinery all sprinklers and
associated Conducting Media all window cleaning
plant and machinery all drinking fountains all
electrical systems all fire detection and fire
prevention systems and all control or monitoring
systems and installations (including in each case
all associated Conducting Media
3
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whether or not exclusively serving the Demised
Premises) and together also with all plant and
machinery which may from time to time be installed
to replace any item of the foregoing;
"the Service Charge Cap" means in each year of the Term the amount of
L 16,052 (sixteen thousand and fifty-two
pounds) being the maximum amount of service
charge which may be charged to the Tenant in any
twelve month period;
"the Superior Landlord" means Amec Properties Limited or its successor in
title for the time being entitled to the reversion
immediately expectant upon the determination of
the Superior Lease;
"the Superior Lease" means the superior lease of the Building dated the
31st day of May 1990 and made between the Superior
Landlord (1) and the Landlord (2);
"the Surveyor" means a chartered surveyor appointed by the
Landlord from time to time for the purposes of
these presents;
"the Tenant's Percentage" means the percentage attributable to the Demised
Premises according to the ratio which the net
internal area of the Demised Premises bears to
the net internal area of the Building such
percentage being 14.9% at the date hereof and
to be determined by the Surveyor in the event of
a dispute;
4
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"Term" means the term hereby granted;
"these presents" means this Lease as from time to time amended
and any licence consent approval or other deed
or document supplemental hereto.
1.2 Gender
Each gender includes each other gender
1.3 Number
Words importing the singular include the plural and vice versa
1.4 Obligations
For so long as there are two or more persons included in the expressions
"the Landlord ", "the Tenant" or "the Surety" covenants contained in these
presents which are expressed to be made by or with such party shall be
deemed to be made by or with such persons jointly and severally
1.5 Statutory References
(Whether to a specific statute or to statutes generally) shall include any
modification or re-enactment thereof for the time being in force and all
instruments orders plans regulations permissions and directions for the
time being issued or given thereunder or deriving validity therefrom
1.6 Covenants by the Tenant
Not to do or omit any act or thing shall include an obligation not to
permit cause or suffer such act or thing to be done or omitted by any other
person
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2. DEMISE HABENDUM AND REDDENDUM
In consideration of the rents hereby reserved and of the covenants by the Tenant
hereinafter contained the Landlord hereby demises unto the Tenant ALL THOSE the
Demised Premises TOGETHER WITH the rights set out in the Second Schedule hereto
EXCEPTING AND RESERVING unto the Landlord and persons authorised by it from time
to time and all others entitled to the like rights the rights specified in Part
1 of the Third Schedule hereto and subject to all rights easements
quasi-easements grants and wayleaves to which the Demised Premises are or may be
subject and as mentioned in Part II of the Third Schedule hereto TO HOLD the
same UNTO the Tenant for a term commencing on 1st November 1996 and expiring on
31st October 1999 YIELDING AND PAYING therefor to the Landlord by bankers
standing order (if required) to an account specified by the Landlord:
FIRST the rent (exclusive of value added tax) and so in proportion for any
period less than a year of L 92,300 (ninety-two thousand three hundred
pounds) per annum such rent to be paid quarterly in advance on the usual quarter
days in each year and in each case without any deduction counterclaim or set-off
whatsoever but with the first payment of rent in respect of the period from 1st
November 1996 up to but not including the quarter day next following to be paid
on the date hereof
SECOND by way of further or additional rent payable throughout the Term on
demand:
(a) an amount or amounts equal to the Tenant's Percentage of the aggregate of
all sums payable (whether incurred or to be incurred) by the Landlord to
the Superior Landlord in respect of the rent secondly reserved by the
Superior Lease and
(b) an amount or amounts equal to the Tenant's Percentage of the aggregate of
all sums payable (whether incurred or to be incurred) by the Landlord
pursuant to clause 5.3 of the Superior Lease;
THIRD by way of further or additional rent payable on demand an amount or
amounts equal to the Tenant's Percentage of the aggregate of all sums payable
(whether incurred or to be
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incurred during the Term) by the Landlord to the Superior Landlord under Clause
7 of the Superior Lease;
FOURTH by way of further or additional rent the sums payable by the Tenant under
sub-clauses 3.2.1.(b), 3.2.2., 3.6.2. and 3.7.6. hereof; and
Provided that the Tenant shall not be liable for paying to the Landlord any rent
secondly thirdly or fourthly reserved more than 7 days before the Landlord is
obliged to pay such sums.
FIFTH by way of further or additional rent payable on demand but without
prejudice to any other right remedy or power herein contained or otherwise
available to the Landlord such sum or sums as shall equal Interest upon rents or
other sums payable by the Tenant to the Landlord pursuant to these presents
which shall have become due but remain unpaid for more than:
(a) seven days (in all cases except the rent first reserved herein)
(b) one day (in the case of the rent first reserved herein)
after the date such rents or other sums are due
3. TENANT'S COVENANTS
The Tenant hereby covenants with the Landlord that it will:
3.1 Pay Rents
Pay the rents sums and payments at the times and in the manner at and in
which the same are hereinbefore reserved and made payable without any
deduction (except as required by law) and not to exercise or seek to
exercise any right or claim to withhold rent or any right or claim to legal
or equitable set off in relation to
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withholding such rent sums and payment
3.2 Discharge Outgoings and Pay for Services
3.2.1 DISCHARGE OUTGOINGS
Pay and discharge and indemnify the Landlord against:
(a) all rates taxes duties charges assessments impositions
and outgoings whatsoever whether parliamentary parochial
local or of any other description and whether capital or
non-recurring and even if of a wholly novel nature which
are now or may at any time hereafter be taxed assessed
charged or imposed upon or payable in respect of the
Demised Premises or on the owners or occupiers in
respect thereof;
(b) (i) the Tenant's Percentage of all sums payable
(whether incurred or to be incurred during
the Term) by the Landlord pursuant to
sub-clause 3.2(b) of the Superior Lease;
(ii) the Tenant's Percentage of any rates taxes
duties charges assessments impositions and
outgoings of the nature hereinbefore
mentioned which are now or may at any time
hereafter be taxed assessed charged or
imposed upon or payable in respect of the
whole of the Building (or on the owners or
occupiers in respect of the same;
(c) any rates payable by the Landlord relating to the
Demised Premises because of loss of rating relief
applicable to empty premises suffered by it after the
end of the Term by reason of such relief being allowed
to the Tenant in respect of any period
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before the end of the Term;
(d) all charges for electricity water and gas supplied to or
consumed in the Demised Premises and the meter rents in
connection therewith and all telephone and other
communications charges in respect of the Demised
Premises and all other charges whatsoever for or in
respect of any service whatsoever to or for or used in
the Demised Premises
3.2.2 PAY FOR SERVICES
To pay to the Landlord on demand (but subject always to the Service
Charge Cap) an amount or amounts equal to the Tenant's Percentage of
the costs expenses and outgoings reasonably incurred by the Landlord
in:
(a) providing air-conditioning to the Building including the
cost of maintenance repairs or replacement of the
air-conditioning system presently installed in the
Building
(b) providing or procuring the provision of hot and cold
water to the water outlets situate in the Building
(c) keeping the halls and passages in the Building clean and
lit
(d) repairing maintaining renewing and cleaning of the
Conducting Media over under or within the Building which
are used by the Demised Premises in common with other
parts of the Building
(e) repairing maintaining renewing and cleaning such of the
Plant in the Building which is used in the provision of
services to the Tenant hereunder
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(f) repairing maintaining renewing and cleaning any matter
or thing or providing any other service the use of which
is enjoyed by the Tenant in common with the landlord or
any other occupiers of the Building and the payment for
which is not specifically provided for in any other
provision of this Underlease Provided that this
sub-clause (f) shall not include any repairing
maintaining or renewing of the structural parts load
bearing parts framework foundations and joists of the
Building
(g) providing security for the Building
(h) insuring against any claim or liability which the
Landlord may reasonably deem prudent including without
limitation any which may arise in relation to or from
any services provided or the provision of which is
procured by the Landlord and Landlord's employees third
party occupiers and public liability in connection with
the parts of the Building which are not and are not
intended to be used as offices including the halls
passages staircases reception and toilet accommodation
in the Building
(i) employing such agents contractors and other persons and
effecting such maintenance contracts as the Landlord may
deem expedient in connection with the provision of
services and other matters referred to in sub-clause
3.2.2 hereof
(j) procuring a supply of electricity water and gas
(including metered charges) for the use of the
air-conditioning and central heating plant the lifts the
stairwell lighting the reception area lighting and the
toilet lighting in the Building and the external
lighting equipment for the car park which is in the
curtilage of the Building and any other matter or thing
the use of which is either enjoyed by the Tenant in
common with the Landlord and/or which
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is not (in the case of electricity or gas) recorded on
any of the meters for a particular floor in the Building
3.2.3 To pay to the Landlord on demand a fair proportion (according to
user) of the costs expenses and outgoings reasonably incurred by
the Landlord in:
(a) providing or procuring the provision of hot and cold
water to the toilets and washroom facilities and the
water outlets situate on the first and second floor of
the Building
(b) keeping the washroom facilities on the first and second
floors clean and lit
PROVIDED THAT nothing in this sub-clause 3.2 shall oblige the Tenant
to pay or indemnify the Landlord against any tax assessed or charged
upon any dealing with the reversion expectant hereon or on the rents
hereby reserved (other than Value Added Tax subject to the
provisions of clause 3.3 hereof if charged by the Landlord on the
rents hereby reserved)
3.3 Value Added Tax
In addition to the rents fees and other payments of whatsoever
nature which are or shall be reserved or which are or may become
payable pursuant to the provisions of these presents by or on behalf
of the Tenant to the Landlord or any person acting on its behalf the
Tenant shall pay by way of further and additional rent to the
Landlord or any such person Value Added Tax at the appropriate rate
which is or may at any time hereafter become payable in respect of
such payment or the supply to which it relates (including without
limitation where the Tenant reimburses the Landlord for payments and
such taxation (hereon made by the Landlord save to the extent that
any Value Added Tax is recoverable by the Landlord as an input) and
to indemnify the Landlord against the same
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3.4 Observance of Statutory Requirements
In relation to any and every statute and other obligation for the
time being having the force of law (including without limitation the
requirements of any government department local authority or other
public authority or duly authorised officer or court of competent
jurisdiction acting under or in pursuance of the same):
(a) observe and comply in all respects with the provisions
and requirements of the same so far as they relate to or
affect the Demised Premises or any part thereof or the
user thereof or the employment therein of any person or
persons whether by the Landlord or Tenant or owner or
occupier thereof;
(b) execute all works and provide and maintain all
arrangements which by or under the same are or may be
directed or required to be executed provided and
maintained (whether by the Landlord or Tenant or owner
or occupier thereof) at any time during the Term upon or
in respect of the Demised Premises or any part thereof
or in respect of any user thereof or employment therein
of any person or persons
(c) indemnify the Landlord at all times against all costs
charges and expenses of or incidental to the execution
of any works or the provision or maintenance of any
arrangements so directed or required as aforesaid;
(d) not at any time during the Term do on or about the
Demised Premises any act or thing by reason of which the
Landlord may under any statute incur or have imposed
upon the Landlord or become liable to pay any penalty
damages compensation cost charge or expense
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3.5 Fire Precautions
3.5.1 COMPLIANCE WITH RECOMMENDATIONS
Without limiting the preceding sub-clause comply at all times with
all recommendations from time to time of the appropriate authorities
and with all reasonable recommendations from time to time of any
insurer of the Demised Premises in relation to fire precautions
affecting the Demised Premises and keep and maintain sufficient fire
fighting and extinguishing apparatus in and about the Demised
Premises installed in compliance with such recommendations and with
any legal requirements and open to inspection and maintained to the
reasonable satisfaction of the Landlord and not to obstruct the
access to or means of working of the same
3.5.2 NOT OBSTRUCT ESCAPES
Not at any time obstruct any fire escape doors corridors stairs or
other equipment facilities or arrangements upon or in the Demised
Premises
3.6 Repair
3.6.1 SOLE OBLIGATIONS
To keep the Demised Premises in good and substantial repair and
condition and properly maintained cleansed and amended in every
respect and the Tenant hereby further agrees that the liability of
the Tenant hereunder shall not be affected or lessened by reason of
the age or state of dilapidation of the building or buildings or the
fixtures fittings plant or equipment contained therein which are
from time to time comprised in the Demised Premises (damage by any
of the Insured Risks (as defined in the Superior Lease) excepted
provided the policy or policies of insurance shall not have been
vitiated or payment of any of the policy monies withheld or refused
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by reason of any act neglect or default of the Tenant or their
respective employees agents or of such licensees or invitees for
whose acts the Tenant is or ought to be responsible)
3.6.2 CONTRIBUTIONS TO REPAIRS AND COMMON PAYMENTS
Pay to the Landlord on demand (but subject always to the Service
Charge Cap) the Tenant's Percentage of all costs expenses and
outgoings incurred or to be incurred by the Landlord in complying
with the provisions of sub-clause 3.6 of the Superior Lease (save
for repairing maintaining and renewing of the structural parts load
bearing parts framework foundations and joists of the Building and
save insofar as the obligations therein contained fall to be
performed by the Tenant in relation to the Demised Premises under
the covenants on its part herein contained) and to keep the Landlord
indemnified against such costs expenses and outgoings
3.7 Decoration and Maintenance
3.7.1 DECORATION
During the six months immediately preceding termination of the Term
(howsoever the same may be determined) properly prepare paint paper
or otherwise treat as appropriate all the internal surfaces
originally painted papered or treated and all additions thereto in
the Demised Premises with appropriate materials and generally to
redecorate the Demised Premises throughout restoring and making good
the Demised Premises in accordance with good standards of
workmanship and materials to a colour scheme previously approved in
writing by the Landlord if different from that existing provided
always that the Tenant will not be required to replace any ceiling
tiles or the Carpet
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3.7.2 CLEANING
As often as necessary clean and treat in an appropriate manner to
the reasonable satisfaction of the Landlord all materials surfaces
and finishes of the Demised Premises which ought normally to be so
cleaned and treated (including without limitation all wood plaster
metal stonework cladding and concrete) and wash all surfaces
requiring to be washed and keep clear all gutters drains downpipes
and gulleys exclusively serving the Demised Premises
3.7.3 EQUIPMENT
Keep all the equipment plant machinery apparatus and services for
the time being exclusively serving the Demised Premises in good
working order and properly and regularly maintained by competent and
suitably qualified persons and operate the same properly
3.7.4 WINDOWS
Clean the insides of the window glazing of the Demised Premises at
least once in every month
3.7.5 GENERAL OBLIGATION
Without limiting the foregoing obligations the Tenant shall in any
event at all times keep the Demised Premises in every respect in
good order well maintained tended decorated clean and tidy so as to
be consistent with high standards of office and estate management
and ensure the Demised Premises retain the attributes of high class
administrative offices
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3.7.6 CONTRIBUTIONS TO DECORATIONS AND CLEANING
Pay to the Landlord on demand (but subject always to the Service
Charge Cap) the Tenant's Percentage of all costs expenses and
outgoings incurred or to be incurred by the Landlord in complying
with the provisions of sub-clause 3.7 of the Superior Lease (save
insofar as the obligations therein contained fall to be performed by
the Tenant in relation to the Demised Premises under the covenants
on its behalf however contained) and to keep the Landlord
indemnified against such costs expenses and outgoings
3.8 Rubbish and Appearance
3.8.1 REMOVAL OF RUBBISH
Not form any refuse dump or scrap heap on the Demised Premises or
any part thereof but instead deposit and store all refuse rubbish
scrap and waste material at all times in proper receptacles within
the Demised Premises so as not to be unsightly and ensure that all
the same is removed therefrom regularly and not less often than
weekly
3.8.2 MAINTENANCE OF APPEARANCE
Not bring or do upon the Demised Premises anything which is or may
become in the reasonable opinion of the Landlord untidy unclean
unsightly or otherwise detrimental to the amenities or appearance of
the Demised Premises or any neighboring premises and comply
forthwith with the requirements of any written notice given by the
Landlord to restore the amenities or appearance of the Demised
Premises or any neighbouring premises
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3.8.3 GOODS OUTSIDE THE BUILDINGS
Not place exhibit or hang any goods or articles outside the Demised
Premises
3.9 Matters Prejudicial to the Demised Premises
3.9.1 NOT DAMAGE
Not do or suffer on or to the Demised Premises anything which may
prejudice damage weaken or endanger the same in any way or lessen
their value
3.9.2 OVERLOADING
Not place or keep in the Demised Premises any article in such
position or in such quantity or weight or otherwise in such manner
howsoever as to overload or cause damage to or be in the reasonable
opinion of the Landlord likely to overload or damage the Demised
Premises nor otherwise treat or use any part of the Demised Premises
in such a manner as to subject them to any strain beyond that which
they are designed to bear or otherwise to be likely to damage them
in any respect
3.9.3 PROHIBITED EQUIPMENT
Not instal or bring upon the Demised Premises any machinery or
equipment which may cause a nuisance or annoyance to others or by
vibration weight noise or otherwise be likely to damage or weaken
the Demised Premises in any respect
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3.9.4 DRAINAGE
Take all such measures as may be reasonably necessary to ensure that
any effluent or other matter discharged into or placed in the drains
and sewers which belong to or are used for the Demised Premises
alone or in common with other premises will not be corrosive or in
any way harmful to the said drains or sewers or cause any
obstruction or deposit therein
3.9.5 ELECTRICAL INSTALLATION
Not use or treat the electrical wiring and electrical installations
in the Demised Premises or any part thereof in such a way as to
overload the same nor otherwise prejudice or cause damage to the
same
3.9.6 DELETERIOUS SUBSTANCES
Not store nor bring upon any part of the Demised Premises (including
without limitation the car park save normal fuel in the fuel tanks
of permitted vehicles) any petrol benzol kerosene or other highly or
especially offensive combustible inflammable explosive radioactive
or dangerous spirit liquor fluid or substance or any materials that
may attack or in any way injure by percolation corrosion vibration
or otherwise the structure of the Building except with the prior
written consent of the Landlord and within a store properly designed
and constructed for that purpose to the satisfaction of the Landlord
and the storage of such substances and materials and their use
within the Demised Premises shall in all respects be in accordance
with all general or local statutes and any local regulation or
byelaw and any provisions of the insurance effected in respect of
the Demised Premises
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3.9.7 ENCROACHMENTS
Not obstruct any of the windows or lights belonging to the Demised
Premises and use its best endeavours to prevent any new window light
passage drainage or other encroachment or easement being made into
against upon or over the Demised Premises and if any encroachment or
easement whatsoever shall be attempted to be made or acquired by any
person or persons give notice thereof in writing to the Landlord as
soon as reasonably practicable after the same shall come to its
notice and at the cost of the Tenant do all such things as the
Landlord may request or which may be proper for preventing any
encroachment or easement being made or acquired
3.9.8 SECURITY
Reasonably ensure that the Demised Premises are at all times secure
against damage by vandalism and malicious damage and to comply with
all security arrangements relating to the Building as the Landlord
reasonably considers appropriate
3.10 Improvements and Alterations
3.10.1 ANY CHANGES
Not to make any alteration or addition to the Demised Premises
(whether internal external structural or otherwise) or otherwise cut
maim or remove any of the walls ceilings roofs floors girders or
timbers of the Demised Premises
<PAGE> 39
3.10.2 INTERNAL DEMOUNTABLE PARTITIONS
3.10.2.1 Notwithstanding the provisions of sub-clause 3.10.1 above the Tenant
may with the prior written consent of the Landlord (which will not
be unreasonably withheld or delayed) make non-structural internal
alterations or additions and install internal demountable partitions
Provided that the Tenant shall supply the Landlord with full
specifications and scale drawings of any such proposed partitioning
and the Landlord shall be reasonable in withholding its consent
until such time as the Tenant obtains confirmation that any such
proposed partitioning conforms to the requirements of the local Fire
Officers
3.10.2.2 The Tenant may remove the existing internal demountable partitions
at the Demised Premises provided that the Tenant does so in a
careful and diligent manner causings as little damage as reasonably
possible to the said partitions and provided further that the Tenant
stores at its own cost the partitions and delivers up the partitions
to the Landlord at the Demised Premises upon the expiry or sooner
determination of the Term.
3.10.3 REINSTATEMENTS
Unless otherwise requested by the Landlord to reinstate the Demised
Premises to the condition in which they were in immediately prior to
any permitted alterations and additions and remove any partitioning
to the reasonable satisfaction of the Landlord at the end or sooner
determination of the Term
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3.10.4 NOTIFICATION OF VALUE OF ALTERATIONS
Upon completion of any material alterations permitted hereunder
notify the Landlord of the full reinstatement value thereof
3.10.5 WASTE
Not commit any waste save as expressly permitted by the preceding
sub-clause of this sub-clause 3.10
3.11 Signs and Erections
Not exhibit on the Demised Premises (including the windows) (so as to be
visible from the outside of the Demised Premises) any aerial antennae
mast wire dish flagpole sign signboard advertisement hoarding fascia
placard bill notice poster symbol sticker or other notification
whatsoever save with the prior written consent of the Landlord which
shall not be unreasonably withheld or delayed in addition to any
permission required by statute and maintain to the reasonable
satisfaction of the Landlord any of the same which are so approved and in
the event Landlord's consent is given for the same to remove any such
signs at the end or sooner determination of the Term and make good any
damage done to the Demised Premises to the reasonable satisfaction of the
Landlord
3.12 Planning
3.12.1 NOT BREACH THE PLANNING ACTS
Not at any time during the Term do or omit anything on or in
connection with the Demised Premises the doing or omission of which
contravenes the Planning Acts or any licences consents permissions
approvals and conditions (if any) granted or imposed thereunder or
under any enactment repealed thereby and indemnify the Landlord
against all actions proceedings
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damages penalties costs charges claims and demands in respect of any
such acts and omissions
3.12.2 APPROVAL OF APPLICATIONS
Not enter into any agreement with the planning authority nor make
any application for planning permission to develop including change
of use of the Demised Premises without the prior written consent of
the Landlord and not submit such application to the planning
authority unless and until the form and wording of the application
has been approved in writing by the Landlord and subject thereto any
application shall be made forthwith at the cost of the Tenant and
(if requested) in the name of the Landlord and all other persons (if
any) interested in the Demised Premises
3.12.3 COPY PLANNING DECISIONS
Give to the Landlord immediately upon receiving the same a copy of
every licence consent permission approval and other decision by any
planning authority whether granted or refused
3.12.4 CONDITIONAL GRANTS
If the planning authority indicates its willingness to grant any
desired licence consent permission or approval only with
modifications or subject to conditions not effect such modifications
or conditions without the prior written consent of the Landlord and
give to the Landlord forthwith full particulars of such
modifications or conditions
3.12.5 OBSERVANCE OF CONDITIONS
Observe and perform all conditions attached to any planning
permission and keep the Landlord fully and effectually indemnified
against all actions
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proceedings damages penalties costs charges claims and demands
whatsoever in respect of the costs of the said application and works
and things done in pursuance of the said planning permission and in
respect of all breaches (if any) of the said conditions and every
part thereof respectively and (without limiting the foregoing)
unless the Landlord otherwise directs carry out during the Term all
works required to be carried out by a date after its termination as
a condition of any planning consent granted during the Term for
development commenced during the Term
3.12.6 NOTIFY LANDLORD OF PLANNING COMMUNICATIONS
Give notice forthwith to the Landlord of any notice order or
proposal for a notice or order served on the Tenant under the
Planning Acts and if so required by the Landlord at the Landlord's
cost produce or join in making such objections or representations in
respect of any proposal as the Landlord may reasonably require
3.12.7 COMPLIANCE WITH PLANNING REQUIREMENTS
Promptly comply at the Tenant's own cost with any notice or order
served under the provisions of the Planning Acts on the Landlord or
the Tenant relating to the Demised Premises except any such that
result from any action or application of or by the Landlord or its
predecessor or predecessors
3.12.8 PLANNING COMPENSATION
If the Tenant receives any compensation with respect to its interest
hereunder because of revocation or modification of a planning
permission or of any restriction placed upon the user of the Demised
Premises under or by virtue of the Planning Acts then upon the
termination of the Term in
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any manner the Tenant shall forthwith make such provision as is just
and equitable for the Landlord to receive a due proportion of such
compensation Any dispute as to the proportion payable to the
Landlord shall be determined in accordance with sub-clause 7.4
3.12.9 NOT PRECIPITATE COMPULSORY PURCHASE ORDER
Not make any application or do any act which may give rise to a
proposal or cause to be served an order for the compulsory
acquisition of the Demised Premises or any part thereof
3.12.10 RESTRICTION ON PLANNING APPLICATIONS AND DEVELOPMENT
Not make any application for planning permission in respect of the
Demised Premises or any part thereof nor carry out any development
or other works whatsoever at the Demised Premises or any part
thereof if the making of such application for planning permission or
the grant of a planning permission pursuant thereto or the carrying
out of such development or other works would give rise to any tax
charge or other levy payable by the Landlord or any Superior
Landlord
3.13 Inspection and Remedial Works
3.13.1 PERMIT INSPECTION
Permit the Landlord or the Landlord's agents and any Superior
Landlord or any Superior Landlord's agents or such workmen as may be
authorised by them upon reasonable prior written notice except in
the case of emergency at reasonable times and as often as may be
necessary to enter into and upon the Demised Premises and examine
the state of repair and condition of the same
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3.13.2 OPENING-UP AND TEST
In any examination pursuant to sub-clause 3.13.1 the Landlord or any
Superior Landlord may cause parts of the Demised Premises to be
opened up or tested or subjected to other works and if any defect or
breach of covenant is thereby revealed (or the extent of any defect
or breach established) the Tenant shall make good any damage caused
by such opening up tests or other works at its own expense but
otherwise the Landlord shall make good the same
3.13.3 REMEDIAL WORKS
Within six weeks (or sooner if requisite) after notice in writing to
the Tenant by the Landlord of any defects wants of reparation
maintenance decoration renewals or replacements for which the Tenant
is liable under these presents and any other matters found on such
examination to be in breach of the covenants by the Tenant in these
presents the Tenant shall commence and proceed diligently to repair
and make good maintain decorate or renew and replace the same as the
case may be or (in the case of items existing in breach of covenant)
remove the same or otherwise rectify the breach in a good and proper
manner in all respects to the reasonable satisfaction of the
Landlord and will complete all such works as soon as practicable and
in any event within three months of such notice according to such
notice and the covenants in that behalf hereinbefore contained
3.13.4 DEFAULT BY TENANT
If the Tenant defaults in performing its obligations under
sub-clause 3.13.3 it shall be lawful but not obligatory for the
workmen or others to be employed by the Landlord to enter upon the
Demised Premises and carry out the works required by the notice and
all expenses properly incurred
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thereby shall be paid on demand by the Tenant to the Landlord and if
not so paid shall be recoverable by the Landlord as liquidated
damages together with Interest thereon from the date of demand until
the date of actual payment (both dates inclusive) AND the Tenant
hereby irrevocably appoints the Landlord to be the agent of the
Tenant throughout the Term (but without liability to account) for
the purpose of entering on inspecting and viewing any parts of the
Demised Premises not at the time of such inspection in the
occupation of the Tenant
3.14 User
3.14.1 PERMITTED USER
Not to use the Demised Premises or any part thereof or permit the
same to be used except solely for uses within Class B.1 of the
Schedule to the Town & Country Planning (Use Classes) Order 1987 as
enacted at the date hereof
3.14.2 PROHIBITED ACTIVITIES
Not use the Demised Premises or any part thereof for any illegal
immoral noisy noxious offensive or dangerous purpose nor for any
sale by auction public exhibition show or political meeting nor do
or allow to remain upon the Demised Premises anything which may
reasonably be considered to be an annoyance nuisance disturbance
damage or otherwise to the detriment of the Landlord or the owners
or occupiers of any adjoining or neighbouring premises
3.14.3 ELECTRONIC EQUIPMENT
Not use any radio electric or electronic equipment in the Demised
Premises in such manner or condition as to cause electric electronic
or other
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interference to adjoining or neighbouring premises or equipment
owned or operated therein
3.14.4 MUSICAL INSTRUMENTS
Not use any musical instruments radio sets television sets tape
recorders or record players or other audio equipment in the Demised
Premises so as to be audible from outside the Demised Premises
3.14.5 PARKING SPACES
Use the Carparking Spaces of which the Tenant is granted the use
solely for the parking of private motor cars for the benefit of
persons occupying or visiting the Demised Premises and in particular
but without limitation not to permit washing maintenance or (save in
emergency to vehicles brought onto the Demised Premises for a
purpose permitted by this sub clause other than the execution of
such work) repair work to or upon motor vehicles and not burn or
store rubbish or other material thereon
3.14.6 RESIDENTIAL PURPOSES
Not use the Demised Premises or any part thereof as sleeping
accommodation or for residential purposes
3.15 Assignment and Underletting
3.15.1 DEALINGS WITH PART
Not assign mortgage charge underlet or part with or share the
possession or occupation of part only of the Demised Premises or
suffer any person or company to occupy or share the occupation of
any part of the Demised Premises whether as a licensee or otherwise
or grant or allow any rights
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over the same same as permitted by clause 3.15.8
3.15.2 DEALINGS WITH WHOLE
Not mortgage charge underlet or part with or share possession of the
whole of the Demised Premises or suffer any person or company to
occupy or share the occupation of the whole of the Demised Premises
whether as a licencee or otherwise or grant or allow any rights over
the same in accordance with the remainder of this clause
3.15.3 ASSIGNMENT
3.15.3.1 Not to assign the whole of the Demised Premises without
first obtaining the prior written consent of the
Landlord (which shall not be unreasonably withheld or
delayed) and the Landlord and the Tenant agree that for
the purpose of Section 19(1)(A) of the Landlord & Tenant
Act 1927 the Landlord may (without prejudice to the
rights of the Landlord to refuse consent on any other
reasonable ground) withhold consent to an assignment if
any of the following circumstances exist at the date of
the application for consent:
3.15.3.1.1 there is in the reasonable opinion of the
Landlord a substantial breach of any of the
Tenant's covenants in this Lease
3.15.3.1.2 the proposed assignee is not an Acceptable
Assignee and for the purposes of this
paragraph an Acceptable Assignee shall be a
person who in the reasonable opinion of the
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Landlord will be a respectable and
responsible tenant and
-- is of sound financial standing
and capable of performing the
Tenant's covenants in this Lease
throughout the residue of the
Term
-- is a limited liability Company
whose annual profits before tax
in each of the three completed
financial years preceding the
date of the application for the
consent to assignment (as
evidenced by properly audited
accounts) exceed an amount equal
to three times the yearly rent
payable in accordance with this
Lease
3.15.3.1.3 in the reasonable opinion of the Landlord
the effect of the proposed assignment
would be to diminish or adversely affect
the value of the Landlord's interest in
the Demised Premises
3.15.3.2 Prior to an assignment the Landlord may require:
3.15.3.2.1 on or before completion of any
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assignment the Tenant to enter
into an authorised guarantee
agreement in a form form
reasonably required by the
Landlord; or
3.15.3.2.2 if the Landlord shall so
reasonably require on or before
completion of the assignment to
it the assignee to deposit
with the Landlord an amount
equal to the yearly rent for six
months payable at the date of
the assignment as security for
the performance of the Tenant's
covenants in this Lease; or
3.15.3.2.3 on or before completion of the
assignment if the Landlord shall
reasonably so require the
assignee to procure an
acceptable guarantor or
guarantors who shall execute and
deliver to the Landlord a deed
containing direct covenants by
such guarantor (or if more than
one such guarantor joint and
several covenants) with the
Landlord in the terms contained
in clause 8 herein
3.15.3.3 Within 21 days of:
3.15.3.3.1 the death during the Term of any
person who has or shall have
guaranteed to the Landlord the
payment to the Landlord of the
rents and the
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observance and performance of
the covenants on the part of the
Tenant herein contained or
3.15.3.3.2 a person or body (as the case
may be) who has guaranteed to
the Landlord as mentioned in
sub-clause 3.15.3.3.1 being
adjudged a bankrupt or (being
a company) going into
liquidation (other than a
voluntary liquidation for the
purposes of amalgamation or
reconstruction of a solvent
company in respect of which the
Landlord's consent has first
been obtained such consent not
to be unreasonably withheld) or
a Receiver Administrator
Administrative Receiver or other
encumbrancer taking possession
of or being appointed in respect
of the whole or any part of such
person or body's assets or such
person or body making any
arrangement with creditors for
the liquidation of his or its
debts by composition composition
or otherwise or any voluntary
arrangement as defined in the
Insolvency Act 1986 or ceasing
or threatening to cease to carry
on his or its business as a
whole or becoming unable to pay
its debts within the meaning of
Section 123 of the Insolvency
Act 1986
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then to give notice thereof to
the Landlord and if reasonably
so required by the Landlord at
the expense of the Tenant within
21 days to procure some other
person reasonably acceptable to
the Landlord to execute a
Guarantee in respect of the
payment of rents and the
observance and performance of
the covenants in the form set
out in clause 8 (or in such
other form as the Landlord may
reasonably require)
3.15.4 COVENANTS BY DISPONSEES
Not in any event assign the whole of the Demised Premises unless and
until the intended assignee ("the Permitted Assignee") has entered
into a Deed to be prepared by the Landlord at the cost of the Tenant
containing a covenant with the Landlord by the Permitted Assignee to
perform and observe during the Term the covenants terms and
conditions contained in these presents and to be performed and
observed by the Tenant in the same manner as if such covenants and
conditions were therein repeated with the substitution of the name
of the Permitted Assignee for the name of the Tenant
3.15.5 BENEFICIAL INTEREST
Not hold or occupy the Demised Premises or any part thereof as
trustee or agent or otherwise for the benefit of any other person
3.15.6 NOTICE OF ASSIGNMENT
Within one calendar month next after any assignment or devolution of
the Demised Premises to give notice in writing to the Landlord of
such assignment or devolution and of the name address and
description of the assignee or person upon whom the relevant term or
any part thereof may
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have devolved AND produce to the Landlord or the Solicitor for the
time being of the Landlord the instrument of assignment or
devolution or a certified copy thereof and to pay to him his
reasonable fee (being not less than fifteen pounds) for the
registration thereof
3.15.7 ASSOCIATED COMPANIES
Notwithstanding the other provisions of this sub-clause the Tenant
may share occupation (on the basis that no relationship of landlord
and tenant is thereby created) of the whole or any part of the
Demised Premises with any subsidiary company or holding company of
the Tenant (the expressions "subsidiary company" and "holding
company" having the meanings respectively assigned to them by
section 736 Companies Act 1985)
3.16 Facilitate Landlord's Dealings with the Demised Premises
3.16.1 PERMIT INSPECTION BY PROSPECTIVE PURCHASERS
At all reasonable times and subject to reasonable prior notice
during the Term and provided that the same shall not materially
interrupt or prejudice the business of the Tenant or of any lawful
occupier of the Demised Premises permit all prospective purchasers
of or dealers in the Landlord's reversionary interest or any
Superior Landlord's reversionary interest by order in writing of the
Landlord or the Landlord's agents to view and take measurements of
the Demised Premises without interruption
3.16.2 PERMIT RE-LETTING NOTICES
Permit the Landlord or the Landlord's agents at any time within six
calendar months next before the expiration or sooner determination
of the Term to enter upon the Demised Premises and to fix and retain
without interference upon any suitable part or parts thereof a
notice board for
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re-letting the same provided that it does not obscure
any window or access of light or air to the Demised
Premises and permit all prospective lessees by order in
writing of the Landlord or the Landlord's agents and by
prior appointment to view the Demised Premises at
reasonable hours in the daytime without interruption but
not so as to materially interrupt or prejudice the
business of the Tenant
3.17 Landlord's Access to the Demised Premises
Permit the Landlord and any superior landlord with or without their
agents surveyors workmen and others and the Surveyor at reasonable
times (after at least forty-eight hours' notice except in case of
emergency) to enter the Demised Premises:
(a) for the purposes referred to in sub-clause 3.16 hereof;
(b) to take inventories of the fixtures and things in the
Demised Premises to be yielded up at the determination
of the Term;
(c) to estimate the value thereof for any purpose;
(d) to execute any works to any adjacent adjoining or
neighbouring premises;
(e) to make the same secure against entry by any
unauthorised person or against any danger which may
appear to the Landlord or any superior landlord to
threaten or endanger the Demised Premises or the
Landlord's interest therein or any superior landlord's
interest therein (and so that the Landlord shall be
under no obligation to take such action and shall not by
so doing be deemed to re-enter or determine the Term);
(f) to ascertain whether the covenants and conditions herein
contained on the part of the Tenant are being observed
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3:18 Provision of Information to the Landlord
3.18.1 GIVE NOTICES
Immediately upon becoming aware of the same give written notice to
the Landlord of:
(a) any notice order or proposal for a notice or order
served on the Tenant by any person or authority and to
provide the Landlord with a copy thereof and if so
reasonably required by the Landlord to join in making
such objections or representations in respect of any
such notice order or proposal as the Landlord may
require; and
(b) any defect in the Demised Premises which is a 'relevant
defect' as that expression is defined in Section 4
Defective Premises Act 1972
3.18.2 KEYHOLDERS
Keep the Landlord informed as to the names addresses and telephone
numbers for use at all times of the day and night including weekends
of the person or persons for the time being responsible for the
Demised Premises outside business hours and who have the means of
access thereto in case of emergency Provided that such names
addresses and telephone numbers shall only be made available for the
purpose of the Landlord gaining access to the Demised Premises
outside business hours and shall otherwise be strictly confidential
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3.18.3 DISCLOSE INFORMATION
Give to the Landlord at its request from time to time such plans
drawings papers and other information relating to the Demised
Premises as may be within the knowledge of the Tenant or available
to it and which the Landlord may reasonably require whether in
connection with any application or request by the Tenant or
concerning any alteration or addition or user or safety matters or
otherwise howsoever (and the Tenant hereby warrants that all
information supplied by it or on its behalf to the Landlord will be
complete accurate and not misleading so far as the Tenant is aware)
3.19 Payment of Fees and Expenses
3.19.1 ABATEMENT OF NUISANCE
Pay all costs charges and expenses incurred by the Landlord in
abating any nuisance in respect of the Demised Premises and
executing all such works as may be necessary for abating a nuisance
in respect of the Demised Premises in obedience to a notice served
by a local or other competent authority
3.19.2 SECTIONS 146 AND 147 LAW OF PROPERTY ACT 1925
Pay to the Landlord all costs charges and expenses (including legal
costs and fees payable to a surveyor) which may be properly incurred
by the Landlord in or in contemplation of any proceedings under
Section 146 or Section 147 Law of Property Act 1925 or either of
them notwithstanding forfeiture is avoided otherwise than by relief
granted by the court
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<PAGE> 56
3.19.3 COSTS OF LICENCES
Pay the Landlord's reasonable legal expenses managing agents' and
surveyors' and consultants' fees and other fees and expenses (in
each case where reasonably incurred)(including disbursements and
stamp duty and the fees of any surveyors in approving plans or the
execution of any works carried out pursuant to any licence) in
respect of all licences consents and approvals of or by the Landlord
its agents or advisers in respect of all applications by the Tenant
for any of the same including charges fees and disbursements
actually incurred in cases where consent is reasonably refused or
the application is withdrawn for any reason whatsoever
3.19.4 ENFORCEMENT EXPENSES
Pay all proper expenses including solicitors' and other legal costs
and surveyors' consultants' managing agents' and other fees and
expenses incurred by the Landlord of and incidental to the
preparation service and enforcement of any notice hereunder or the
recovery or attempted recovery of any rent or other monies payable
by the Tenant hereunder or otherwise in enforcing the obligations of
the Tenant hereunder including without limitation those relating to
the preparation and service of and otherwise concerning any
schedules relating to want of repair to the Demised Premises and
whether served during or after the determination of the Term
3.20 Substitution of Surety
To notify the Landlord within 28 days of any of the following events:
3.20.1 If any surety being an individual (or if individuals any one of
them) shall become bankrupt or make any assignment for the benefit
of or enter into any arrangement with his creditors either by
composition or otherwise
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3.20.2 If any surety being an individual (or if individuals any one of
them) shall die
3.20.3 If any surety being a company (or if companies any one of them)
shall be wound up either voluntarily (save for the purpose of
amalgamation or reconstruction) or compulsorily or shall for any
reason be removed from the register of companies or (where the
surety is a company incorporated outside the United Kingdom)
proceedings or events analogous thereto shall occur in the country
or state of its incorporation
3.21 Indemnities
Indemnify and keep fully and effectually indemnified the Landlord in
respect of:
(a) all actions proceedings costs claims and demands which may be made
by any adjoining owner tenant occupier or any other person
whatsoever or any competent authority by reason of:
(i) any defect in the Demised Premises for which the Tenant is
liable or in the execution of any works or the existence of
any alterations or additions to the Demised Premises for
which the Tenant is liable;
(ii) any interference or alleged interference or obstruction of
any right or alleged right of light air drainage or other
right or alleged right now existing for the benefit of any
adjoining or neighbouring property caused by the Tenant or
its employees or agents or by such licensees or invitees
for whose acts the Tenant is or ought to be responsible;
(iii) any stoppage of the drains used in common with the owner or
occupier of adjoining or neighbouring property caused by
the
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Tenant
(b) all liability which may be incurred by the Landlord in
respect of any of the matters referred to in paragraph
(a) of this sub-clause for which the Tenant is liable;
(c) any claims proceeding or demands and the costs and
expenses incurred thereby which may be brought against
the Landlord by any employees workpeople agents or
visitors of the Tenant in respect of any accident loss
or damage whatsoever to person or property howsoever
caused and occurring in or upon the Demised Premises for
which the Tenant is liable;
(d) all general rates and other outgoings which are payable
by the Landlord as a result of the Tenant's vacating the
Demised Premises at any date prior to the said expiry or
earlier determination of the Term;
(e) every loss and damage whatsoever incurred by the
Landlord by reason of any negligence by the Tenant or
any breach or non-observance of the Tenant's obligations
in this Lease and indemnify the Landlord from and
against all actions claims liabilities costs and
expenses thereby arising all monies becoming payable
under this covenant being payable by way of further rent
(f) all liabilities costs claims demands arising by virtue
of any breach act or omission caused by the Tenant or
its employees or agents or by such licensees or invitees
for whose acts the Tenant is or ought to be responsible
in respect of the matters referred to in Part II of the
Third Schedule hereto
AND this sub-clause shall remain in force notwithstanding the expiry
or earlier determination of the Term as aforesaid
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3.22 Yield Up
3.22.1 YIELD UP
At the expiration or sooner determination of the Term quietly yield
up unto the Landlord the Demised Premises in such state and
condition as shall in all respects be consistent with a full and due
performance by the Tenant of its covenants in these presents
PROVIDED ALWAYS that portable partitions and/or Tenant's fixtures
and fittings affixed by the Tenant may or will if required by the
Landlord be removed by the Tenant the Tenant making good to the
reasonable satisfaction of the Landlord any damage caused to the
Demised Premises by reason of such removal
3.22.2 REMOVAL OF ANCILLARY ITEMS
The removal of the Tenant's portable partitions or fixtures as
aforesaid may or shall if required by the Landlord include the
removal of all ancillary equipment and supports of any kind and any
other ancillary items placed or constructed upon the Demised
Premises by the Tenant in relation to any items removed by the
Tenant
3.22.3 DISCONNECTION FROM SERVICES
Wherever such fixtures fittings plant or machinery are connected to
or take supplies from any of the main services they shall be
disconnected by the appropriate statutory undertaker or by a
competent and properly qualified individual or company in such a
manner that all redundant service media are removed and sealed off
at points as close as possible to the various ring mains or
principal distribution pipes which provide the supplies and such
removal and sealing off shall be carried out so as not to interfere
with the continued function of the main services
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3.22.4 Make Good all buildings walls floors main services and any other
parts of the Demised Premises after the removal of any such fixtures
fittings plant or machinery
3.23 Regulations
To observe and to use the Tenant's reasonable endeavours to ensure
that the Tenant its employees agents licensees and invitees and
persons doing business with the Tenant observe any reasonable
regulations from time to time made in writing by the Landlord with
regard to the management security or occupation of the Building or
any part thereof
3.24 Superior Lease
Not to do omit or allow anything which might cause the Landlord to
be in breach of the Superior Lease or which if done omitted or
allowed by the Landlord might be a breach of the covenants on the
part of the Lessee or the conditions contained in the Superior Lease
4. LANDLORD'S COVENANTS
4.1 Quiet enjoyment
THE Landlord so as to bind the persons for the time being entitled
to the immediate reversion expectant on the Term but not so as to
impose any personal liability on itself except as to the acts and
defaults of it or of any person lawfully claiming under or in trust
for it hereby covenants with the Tenant that the Tenant duly paying
the said rents and sums and other payments (if any) hereby reserved
and made payable and observing and performing the covenants and
conditions herein contained and on the Tenant's part to be observed
and performed shall and may peaceably and quietly possess and enjoy
the Demised Premises during the Term without any disturbance by the
Landlord or any persons lawfully claiming under or in trust for
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the Landlord
4.2 Superior Lease
At the request of the Tenant to use all reasonable endeavours to
procure that the Superior Landlord observes and performs its
covenants contained in the Superior Lease subject to the Tenant
bearing the Tenants Percentage of the Landlord's costs thereby
incurred
4.3 Superior Lease
To pay the rents reserved by the Superior Lease and perform and
observe the lessee's covenants and the conditions contained in the
Superior Lease (save insofar as the same relate to the Demised
Premises and are obligations which are the same or similar to those
assumed by the Tenant to the Landlord hereunder)
4.4 Services
To use its reasonable endeavours in an efficient manner and in
accordance with the principles of good estate management unless
prevented by any cause or event beyond its control and subject to
payment by the Tenant of the payments referred to in sub-clause
3.2.2 to provide the following services ("the Services"):
(a) to provide air-conditioning through the air conditioning
system presently installed in the Building and to keep
the same in good and substantial repair
(b) to provide cold water to the toilets and washroom
facilities situate on the first and second floors of the
Building and other existing water outlets within the
Demised Premises and hot water to the same during normal
office working hours from 8 a.m. to 6 p.m.
(c) to keep the halls and passages leading to the Demised
Premises and the
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toilets and washroom facilities situate on the first and
d second floors of the Building (i) reasonably clean and
(ii) lit during normal office working hours from 8 a.m.
to 6 p.m.
(d) to keep the Conducting Media within the Building in
good and substantial repair.
4.5 Superior Lease service charge accounts
The Landlord shall supply to the Tenant within fourteen days of
receiving the same from the Superior Landlord copies of such
accounts and vouchers as may be supplied to the Landlord in respect
of the provision of the Services (as defined in the Superior Lease)
together with a copy of any written estimate of the Surveyor
(as defined in the Superior Lease).
PROVIDED ALWAYS that:
(i) Notwithstanding any obligation of the Landlord expressed
or implied herein the Landlord shall not be liable to
the Tenant for any interruption in or any failure to
comply with its obligations because of breakdown works
of maintenance repairs or renewals or because of
shortage of materials government restrictions or damage
by any Insured Risks (as defined in the Superior Lease)
storm frost or other inclement conditions or by reason
of another cause (not necessarily of a like nature)
beyond the control of the Landlord and not until notice
of the defect or want of repair shall have been given to
and received by the Landlord and a reasonable period of
time in which to remedy the same shall have elapsed
(ii) The Landlord shall be free to make such alterations as
it thinks fit to the internal arrangements of the
Building (excepting the Demised Premises) and to the
Plant and if the Landlord thinks fit the Landlord may
install plant of a different type and suspend any
services while the works of
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alteration or installation are being executed PROVlDED
ALWAYS that any such suspension of services shall be for
as short a period of time as reasonably practicable
4.6 At the reasonable request of the Tenant and at the Tenant's expense
to exercise the Landlord's rights to enter into parts of the
Building for the purpose of repairing, renewing or maintaining any
of the Tenant's conducting media
4.7.1 In this clause the "yearly cost of the services" shall
mean the whole yearly cost reasonably incurred by the
Landlord in providing the services referred to in clause
3.2.2 down to 31 December (or such other date as the
Landlord may from time to time notify to the Tenant in
writing) in each year of the Term ("an Account Period")
4.7.2 The Landlord shall keep a proper account (with vouchers
so far as reasonably possible) of its income and
expenditure in each calendar year in respect of the
services which shall be available for inspection by the
Tenant and its agents upon prior appointment with the
Landlord and such account shall (save in the case of
manifest error) be prima facie evidence of all matters
recorded therein
4.7.3 Where the rent commencement date and the date of
determination of the Term do not coincide with the
beginning or end respectively of an Account Period the
Tenant's liability for the initial and final partial
Account Periods shall be that proportion of the Service
Charge which relates to the period on and from the rent
commencement date or ending on the date of determination
of the Term as the case may be apportioned on a daily
basis according to the number of days in the whole of
the relevant Account Period.
4.7.4 Any over payment by the Tenant towards the yearly cost
of the services shall be deducted from the amount next
payable by the Tenant pursuant to
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clause 3.2.2 provided that any overpayments to which the
tenant may be entitled at the termination of the Term
shall be repaid to the Tenant as soon as reasonably
practicable
5. INSURANCE
5.1 Information regarding cover
At the Tenant's request but not more than once in any year the
Landlord shall ask the Superior Landlord to provide the information
regarding insurance and a copy of the relevant policy or policies
(or such other sufficient evidence of insurance) which the Landlord
is entitled to require the Superior Landlord to provide pursuant to
Clause 5.2 of the Superior Lease and upon receipt of the same from
the Superior Landlord the Landlord shall immediately provide to the
Tenant copies thereof
5.2 Suspension of Rent on Occurrence of Insured Risk
If the Demised Premises or any part thereof or all the means of
access thereto shall at any time be destroyed or so damaged by an
Insured Risk (as the same are defined in the Superior Lease) as to
be unfit for occupation or use and the relative policy or policies
of insurance effected by the Superior Landlord shall not be vitiated
or payment of the policy monies refused wholly or partly by any act
or default of or suffered by the Tenant its contractors employees or
licensees or invitees then the rents reserved by clause 2 of this
Lease or a fair and just proportion thereof according to the nature
duration and extent of the damage sustained shall be suspended and
cease to be payable until the expiration of three years (or such
longer period of years for which the Superior Landlord shall insure
against loss of rent pursuant to the Superior Lease) from the
occurrence of such damage or until the date on which the Demised
Premises are again made fit for occupation and use (whichever shall
first occur) and any dispute about such suspension and cesser shall
be conclusively determined in accordance with sub-clause 9.4 of the
Superior Lease
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5.3 Access for reinstatement
For the purpose of the Superior Landlord repairing and reinstating
the Demised Premises in accordance with sub-clause 5.6 of the
Superior Lease the Tenant shall permit the Superior Landlord and all
persons authorised by it with equipment and materials to have full
and uninterrupted right of entry at all times upon the Demised
Premises and every part thereof and the Tenant shall not do or cause
anything likely to impede such works
5.4 Tenant not to Prejudice Insurance
The Tenant shall not do or permit or suffer any act or thing which
may render void or voidable or otherwise vitiate or prejudice any
insurance of or relating to the Demised Premises or any rents or
other monies or the recoverability of any monies thereunder or
render any increased premium payable for any such insurance (and
without prejudice to the Landlord's remedies for a breach of such
obligation the Tenant shall pay to the Landlord any sum paid by way
of increased premiums or loading or other expenses thereby incurred
by the Landlord) or which may make void or voidable any policy of
insurance thereon and shall comply with all recommendations of the
insurers as to fire precautions and otherwise relating to the
Premises
5.5 Re-building if Insurance Money Irrecoverable
If the Demised Premises or any part thereof are destroyed or damaged
by any of the Insured Risks and the insurance money under any
insurance against the same effected thereon by the Landlord being
wholly or partially irrecoverable by reason solely or in part of any
act neglect or default of the Tenant or any underlessee or other
occupant of the Demised Premises or any employee of or contractor to
or visitor for whose acts the Tenant or any sub-tenant is or ought
to be responsible to any of the same then and in every such case the
Tenant will pay to the Landlord upon demand the whole or (as the
case may be) a fair proportion of the cost of
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completely rebuilding and reinstating the same
5.6 Tenant's User and Insurance - To Pay Costs
If the Tenant's user of the Demised Premises results in an increase
in the insurance premium payable by the Superior Landlord or if the
Superior Landlord's insurers shall require any works to be carried
out to the Demised Premises or its appurtenances as a result of such
user the Tenant shall repay on demand to the Landlord the full
amount of such increased premium and shall comply with all
requirements of the Superior Landlord's insurers as aforesaid and
shall pay on demand to the Landlord the Landlord's and the Superior
Landlord's proper costs arising as a result of any such requirement
including all proper legal expenses and managing agents and
surveyors' fees and disbursements
5.7 Frustration
(a) If the rebuilding or reinstatement of the Demised
Premises or any part thereof shall be frustrated or
prove impossible or impracticable any insurance monies
relating to the Demised Premises or part in respect of
which the frustration occurs shall belong to and be the
absolute property of the Superior Landlord without
further obligation hereunder
(b) If rebuilding or reinstatement has not been
substantially completed within 3 years following damage
or destruction to the Demised Premises by an Insured
Risk either the Landlord or the Tenant may on giving to
the other not less than 3 months written notice
terminate the Term and upon expiry of such notice this
Lease shall determine absolutely but without prejudice
to any rights or remedy of either party in respect of
any antecedent breaches
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5.8 Tenant's Insurances
If the Tenant shall be or become entitled to the benefit of any
insurance relating to the Demised Premises or any part of the same
the Tenant shall forthwith notify the Landlord of the same with all
details which are relevant or requested by the Landlord and shall
apply any monies received in respect thereof in making good the loss
or damage to which the same relate in accordance with any directions
of the Landlord
5.9 Notification of Damage
Promptly upon the Tenant becoming aware of the same occurring the
Tenant shall give notice to the Landlord of the occurrence of any
damage to the Demised Premises by any means
6. NO LIABILITY
Notwithstanding anything herein contained the Landlord shall not be liable to
the Tenant nor any person or persons in the Demised Premises or the remainder of
the Building with the actual or implied authority of the Tenant in respect of:
(i) any interruption or failure of any of the services nor of the
supplies of any public utility caused by circumstances beyond the
Landlord's reasonable control;
(ii) any accident happening or injury suffered or damage to or loss of
any chattel or property sustained on the Demised Premises or the
remainder of the Building unless caused by the act or neglect or
default of the Landlord or of the relevant servants agents or
contractors of the Landlord
7. PROVISOS
PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED as follows:
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7.1 Re-Entry
(a) These presents are upon the express condition that if
any of the events specified in paragraph (b) of this
sub-clause shall occur then and in any of such
circumstances and thenceforth it shall be lawful for the
Landlord or any person or persons duly authorised by the
Landlord in that behalf to re-enter into or upon the
Demised Premises or any part thereof in the name of the
whole and the same to re-possess and enjoy as if these
presents had not been made without prejudice to any
right of action or remedy of the Landlord in respect of
any antecedent breach of any of the covenants by the
Tenant
(b) The events referred to in paragraph (a) of this
sub-clause are:
(i) the rents reserved herein or any part
thereof remaining unpaid for twenty-one days
after becoming payable (whether formally
demanded or not); or
(ii) any covenant or stipulation by the Tenant or
the Surety contained in this Underlease not
being performed or observed; or
(iii) in relation to the Tenant an Insolvency
Event as defined in paragraphs (c) or (d) of
this sub-clause occurring; or
(iv) the Tenant being a company re-registering
with unlimited liability or effecting a
return or reduction of capital or being
struck off the Register of Companies;
(v) the Tenant permitting any execution or
distress to be levied on any goods for the
time being in the Demised Premises; or
(vi) in relation to the Surety proceedings or
events analogous to those
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referred to in sub-clauses (iii) or (iv)
occurring
(c) "Insolvency Event" in relation to a company or corporation means any
of the following events being:
(i) the Company being deemed unable to pay its debts as
defined in section 123 Insolvency Act 1986 (referred to
as "the Act" in the remainder of this definition);
(ii) a proposal being made for a voluntary arrangement under
Part I of the Act;
(iii) a petition being presented for an administration order
under Part II of the Act;
(iv) a receiver or manager being appointed whether under Part
III of the Act (including an administrative receiver) or
otherwise;
(v) the company going into liquidation as defined in section
247(2) of the Act (other than a voluntary winding up
solely for the purposes of amalgamation of
reconstruction while solvent);
(vi) a provisional liquidator being appointed under section
135 of the Act;
(vii) a proposal being made for a scheme of arrangement under
section 425 of the Companies Act 1985
(d) "Insolvency Event" in relation to an individual means:
(i) an application being made for an interim order or a
proposal being made for a voluntary arrangement under
Part VIII of the Act:
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(ii) a bankruptcy petition being presented to the Court under
Part IX of the Act;
(iii) his entering into an arrangement for the benefit of his
creditors
7.2 Distress
If any monies payable hereunder by way of rent shall be in arrear for
twenty-one days whether lawfully demanded or not it shall be lawful for
the Landlord to enter into and upon the Demised Premises or any part
thereof to enter and distrain and the distress or distresses then and
there found to dispose of in due course of law and to apply the proceeds
thereof in or towards payment of the said rents sums or other payments so
in arrear and all costs charges and expenses occasioned by the
non-payment thereof and so that the power of the Landlord to distrain
upon the Demised Premises for rent in arrear shall extend to and include
any tenant's fixtures or fittings not otherwise by law distrainable which
may from time to time be thereon and further if any such monies shall be
paid only after the Landlord or the Landlord's Solicitors have
instructed or caused distress to be levied therefor then the Tenant shall
pay to the Landlord on demand the Landlord's Solicitors' reasonable costs
incurred by reason of the foregoing including but without limiting the
foregoing bailiff's commission
7.3 Formal Licences
In any case where the consent of the Landlord is required hereunder the
Landlord may require the Tenant and any surety for the time being to
enter into a deed in such form containing such covenants conditions and
provisions as the Landlord may reasonably require and in such event
(whether or not the Landlord has previously consented in writing unless
it has expressly stated in writing that it does not require such deed)
the Tenant and any surety shall enter into such deed and the consent of
the Landlord shall be deemed not to be given until the Landlord has
received such deed duly executed by the relevant persons
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7.4 Resolution of Differences
Any matter (other than a matter of construction or law) on which a
dispute or difference arises between the Landlord and the Tenant which
these presents refer to this sub-clause for settlement shall be
determined by an independent chartered surveyor agreed between them or in
default of agreement appointed on the application of either of them by
the President for the time being of the Royal Institution of Chartered
Surveyors and a dispute or difference upon a matter of construction or
law shall be determined as hereinbefore provided by senior counsel to be
appointed in the absence of agreement as aforesaid by the President for
the time being of the Law Society Any such surveyor or senior counsel
shall act as an expert not arbitrator his determination of the matter
shall be final and conclusive and his fees shall be borne as he directs
and he shall afford the opportunity to the Landlord and the Tenant to
make representations to him
7.5 Compensation
Except where any statutory provision prohibits the Tenant's right to
compensation being reduced or excluded by agreement the Tenant shall not
be entitled to claim from the Landlord on quitting the Demised Premises
or any part thereof any compensation whether under the Landlord and
Tenant Act 1954 as amended by the Law of Property Act 1969 or otherwise
howsoever
7.6 Tenant's Goods Left in Premises
If at such time as the Tenant has vacated the Demised Premises after the
determination of the Term either by effluxion of time or otherwise any
property of the Tenant remains in or on the Demised Premises and the
Tenant fails to remove the same within twenty eight days after being
requested by the Landlord so to do by a notice in that behalf then and in
such case the Landlord may as the agent of the Tenant (and the Landlord
is hereby appointed by the Tenant to act in that behalf) sell such
property (without being responsible for ensuring that the sale price is
the
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best price obtainable) and shall then hold the proceeds of sale after
deducting the costs and expenses of removal storage and sale reasonably
and properly incurred by it to the order of the Tenant PROVIDED THAT the
Tenant will indemnify the Landlord against any liability incurred by it
to any third party whose property shall have been sold by the Landlord in
the bona fide mistaken belief (which shall be presumed unless the
contrary be proved) that such property belonged to the Tenant and was
liable to be dealt with as such pursuant to this sub-clause
7.7 Service of Notices
In addition to any other prescribed mode of service any notice hereunder
shall be validly served if served in accordance with Section 196 Law of
Property Act 1925 as amended by the Recorded Delivery Act 1962 provided
that in the case of the Tenant if there shall be more than one to any of
them so that service on any one of the Tenant shall be good service on
all or in the case of the Landlord Tenant and any surety if sent to it
him or any of them by post or left at the last known address or addresses
of it him or any of them in Great Britain and any notice sent by post
shall be conclusively deemed to have been served twenty four hours after
the same was posted
7.8 Exclusion of Implied Easements
The Tenant shall not be entitled to any right easement liberty privilege
or advantage whatsoever other than those expressly granted herein and no
further right easement liberty privilege or advantage of any kind shall
be implied herein whether by statutory implication or otherwise howsoever
7.9 Superior leases
All of the rights powers and privileges of the Landlord shall be
exercisable by any superior landlord and where the consent to act of the
Tenant is required from the Landlord hereunder the grant of such consent
by the Landlord shall (if requisite
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under any superior lease) be subject also to the consent of the relevant
superior landlord
7.10 No Restriction on use of Adjoining Land
Nothing herein contained or implied shall impose or be deemed to impose
any restriction on the use of any land or buildings of the Landlord or
any superior landlord not comprised in this Lease or give the Tenant the
benefit of or the right to enforce or to have enforced or to prevent the
release or modification of any agreement covenant condition or
stipulation entered into by any lessee or tenant of the Landlord in
respect of property not comprised in this Lease or shall operate to
prevent or restrict in any way the development of any land not comprised
in this Lease so long as the light or air enjoyed by the Demised Premises
is not thereby materially obstructed or diminished
7.11 No Warranty as to Permitted Use
Nothing herein contained or implied shall be taken to be a covenant
warranty or representation by the Landlord that the Demised Premises can
lawfully be used for any particular purpose
7.12 Denial of Waiver
No demand for or acceptance of rent by the Landlord or anyone on its
behalf nor any other act or conduct consonant with a continuance of the
tenancy whether or not made with knowledge of any breach of covenant or
obligation by the Tenant shall constitute a waiver in whole or in part of
such breach which shall be deemed to be a continuing breach and neither
the Tenant nor any successor to the Tenant may set up any such demand
acceptance act or conduct as a defence in any action for forfeiture or
otherwise Each of the covenants by the Tenant herein shall continue in
full effect notwithstanding that the Landlord may have waived any former
breach of the same by the Tenant or may have waived any similar
obligation of any other
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person
7.13 Exclusion of set off
Any payment due from the Tenant or Surety to the Landlord hereunder
whether by way of rent or otherwise shall be paid without any set off
deduction or counterclaim whatsoever
7.14 Rights of Access
Rights of access reserved or allowed to the Landlord shall be exercisable
as well by any superior landlord or any mortgagee of any interest of the
Landlord or any superior landlord or both as by the Landlord and shall
permit access by any persons authorised by the Landlord any superior
landlord or such mortgagee including agents advisers contractors workmen
and others whether with or without equipment and materials.
7.15 Consents and Approvals
Consents and approvals required of the Landlord hereunder shall if the
Landlord so requires be required equally from any mortgagee or superior
landlord but nothing herein contained shall be construed as implying that
any mortgagee or superior landlord is obliged not to unreasonably
withhold its consent or approval (save as expressly specified herein)
7.16 Exclusion of Landlord and Tenant Act 1954
Having been authorised to do so by an Order of the Mayor's and City of
Landlord Court made on the day of 1996 under the
provisions of Section 38(4) Landlord and Tenant Act 1954 (as amended by
Section 5 Law of Property Act 1969) the Landlord and the Tenant hereby
agree that the provisions of Sections 24 to 28 (inclusive) of the said
Act shall be excluded in relation to the tenancy hereby
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created
8. SURETY COVENANTS
8.1 The Surety in consideration of the demise hereinbefore contained being
made by the Landlord at the request of the Surety herein covenants with
and guarantees to the Landlord as more particularly specified in the
Fourth Schedule
8.2 The consent of the Surety shall not be required to the assignment by the
Landlord or its successors in title of the benefit of the covenants and
guarantees on the part of the Surety herein contained
9. JURISDICTION
The proper law of these presents is English law. The parties hereby agree
declare and irrevocably consent that the courts of England and Wales are in all
respects convenient as a forum for the exercise of jurisdiction in respect of
the Lease and the parties each irrevocably submit to the non-exclusive
jurisdiction of such courts
IN WITNESS whereof the parties hereto have executed this instrument as a deed
and have delivered it upon dating it
THE FIRST SCHEDULE
The Demised Premises
ALL THOSE offices and premises situate on the second floor of the Building which
Demised Premises are for the purposes of identification only shown edged red on
the plan annexed hereto marked "Plan 1" which shall include where they exist and
where the context so admits for the purpose of obligation as well as grant:
(a) the tiles the plaster work and the coverings of the main walls and
of the ceilings including all suspended ceilings and all ornamental
or architectural features
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(b) all internal non load-bearing walls and internal partitioning
(c) the boards and screed of floors and any floor sealants coverings
carpets and carpet tiles in the Demised Premises provided by or at
the cost of the Landlord
(d) all windows the internal surface of all external window frames the
whole of all internal window frames all doors and door frames and
window and door furniture and all glass therein
(e) all Conducting Media exclusively serving the Demised Premises up to
the point of connection with the common or public system
(f) all fire prevention and detection equipment all fire fighting
equipment alarms and fire sprinklers and any intruder alarms therein
save in so far as the same are part of the common system forming
part of services relating to the Building
BUT EXCLUDING all parts of the structural parts loadbearing parts framework
foundations and joists of the Building and the Plant Conducting Media and
machinery within but not exclusively serving the Demised Premises
THE SECOND SCHEDULE
Rights included in the Demise
1. The sole and exclusive right (subject to the extent that the
Carparking Spaces are affected thereby to the right of the Southern
Electricity Board to lay use inspect maintain repair relay
supplement and remove cables and ducts for the transmission and
distribution of electricity and the necessary ducts pipes and other
apparatus appurtenant thereto granted by an Underlease dated 30th
October 1989 and made between the Superior Landlord (1) and Southern
Electricity Board (2)) to use the Carparking Spaces together with
the right in common with the Landlord any person authorised by the
Landlord and all other persons entitled thereto on foot or with
vehicles for all purposes connected to the use of the Demised
Premises to pass and
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repass to and from the Demised Premises or any part thereof and to
and from the Carparking Spaces or any part thereof over and along
the road or way shown coloured blue on the plan annexed hereto
marked "Plan 1" and the accessways to the Carparking Spaces
2. Subject to such security arrangements as the Landlord reasonably
considers appropriate the right in common with the Landlord and any
person authorised by the Landlord and all other persons entitled
thereto to use (i) the entrance doors halls and passages leading to
the Demised Premises for the purposes of ingress and egress to and
from the Demised Premises and the toilets and washroom facilities
situate on the first and second floors of the Building and (ii) the
toilets and washroom facilities situate on the first and second
floor of the Building AND PROVIDED ALWAYS that the Tenant exercises
its right to use the toilet and washroom facilities on the first
floor of the Building in a proper manner and does not thereby cause
a nuisance to the Landlord.
3. The right of free passage of water and soil gas electricity fuel oil
telecommunications and other electrical impulses serving the Demised
Premises through the Conducting Media now or during the Term laid
under through or across the Building or the Common Areas
4. Full right of support shelter and protection either now or intended
to be enjoyed in connection with the Demised Premises
5. The right in common with all other persons entitled thereto to use
the Common Areas for all purposes
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THE THIRD SCHEDULE
Part I
Particulars of rights excepted and reserved unto the Landlord
1. Full right of support shelter and protection either now or intended
to be enjoyed in connection with the Building and any other building
or structure erected or to be erected over or under Demised Premises
2. Full and free right of passage of water and soil gas electricity
fuel oil telecommunications and other electric impulses from and to
all other parts of the Estate and adjoining or neighbouring
buildings premises and land whether belonging to the Landlord or not
through the Conducting Media now or during the Term laid under
through or across the Demised Premises Together with the right of
entry onto the Demised Premises for the Landlord with or without
workmen and others at all reasonable times upon not less than
forty-eight hours' prior written notice (except in case of
emergency) for the purpose of inspecting maintaining renewing
replacing and relaying and making connections with any of the
Conducting Media and laying moving and maintaining new Conducting
Media the person or persons exercising such right causing as little
damage and inconvenience as possible to the Demised Premises and
making good all damage thereby occasioned
3. Full and free right to build on or alter any building on the Estate
(save for the Demised Premises) or other adjoining premises of the
Landlord and to use such adjoining premises for any purpose provided
the same does not materially affect or interfere with the passage of
light and air to the Demised Premises
4. The right to enter upon the Demised Premises for all or any of the
purposes mentioned in this Underlease and for all purposes relative
to the services provided by the Landlord and for any purpose that is
in the opinion of the Landlord necessary to enable it to comply with
any of the covenants on the part of the lessee and the conditions
contained in the Superior Lease the person or persons so entering
causing
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as little damage and inconvenience as possible to the Demised
Premises and make good all damage thereby occasioned
5. All other easements or other rights in the nature of easements or
quasi-easement now enjoyed by any adjoining or neighbouring property
Part II
Particulars of Matters to which the Demised Premises are subject
The exceptions and reservation contained in (a) the Superior Lease and (b) a
lease dated 6th October 1989 made between Wycombe District Council (1) and Amec
Properties Limited (2) so far as the same affect the Demised Premises
THE FOURTH SCHEDULE
The Surety's Covenants
1. The Surety hereby covenants with by way of full indemnity and also
guarantees to the Landlord and without the need for express
assignment to the successors in title of the Landlord that the
Tenant will at all times during the Term pay the rents and all other
payments agreed to be paid by the Tenant in this Lease at the
respective times and in manner appointed for payment thereof and
will also duly perform and observe and keep the several covenants
and stipulations on the part of the Tenant contained in this Lease
(as well after as before any disclaimer of this Lease) and that the
Surety will pay and make good to the Landlord all losses costs
damages and expenses sustained by the Landlord through the default
of the Tenant in respect of the before mentioned matters PROVIDED
ALWAYS that any neglect forbearance or delay in endeavouring to
obtain payment of such rents and payments as and when the same
become due or in taking steps to enforce performance or observance
of the several covenants and stipulations on the part of the Tenant
in this Lease or any variation in this Lease (including any consents
given or licences granted) or the transfer of the reversion or the
assignment hereof or the release of any Surety or
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any time which may be given or any other act omission or thing
whereby (but for this provision) the Surety might be released or
exonerated shall not release or in any way lessen or affect the
liability of the Surety under the guarantee on the part of the
Surety herein contained and the Surety hereby covenants with the
Landlord that it will not do or omit to do anything by way of
registration of land charges or otherwise howsoever that may
prejudice the enforceability by the Landlord of the covenants on the
part of the Surety herein contained
2. The Surety hereby further covenants as aforesaid with the Landlord
that:
(a) if the Tenant (being a company) shall go into
liquidation and the liquidator shall disclaim this Lease
or
(b) if the Tenant (being a company) shall be dissolved and
the Crown shall disclaim this Lease or
(c) if the Tenant (being an individual) shall become
bankrupt and the trustee in bankruptcy shall disclaim
this Lease or
(d) if this Lease shall be forfeited under the provisions in
that behalf hereinbefore contained or
(e) if the Tenant (being a company) shall cease for any
reason to be registered with the registrar of companies
then this schedule shall remain in full force and effect
notwithstanding such disclaimer or forfeiture and the Landlord may
within 3 months after any such disclaimer forfeiture or cessation by
notice in writing require the Surety to accept a new Lease of the
Demised Premises for a term equivalent to the residue which if there
had been no disclaimer forfeiture or cessation would have remained
of the Term granted by this Lease at the same Rent and subject to
the like covenants and conditions (including those as to the review
of rent) as are reserved by and
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contained in this Lease the said new Lease and the rights and
liabilities thereunder to take effect as from the date of such
disclaimer forfeiture or cessation and in such case the Surety shall
pay the Landlord's costs of and accept such new Lease accordingly
and will execute and deliver to the Landlord a counterpart thereof
3. If the Landlord shall not require the Surety to take a new Lease of
the Demised Premises pursuant to paragraph 2 of this schedule the
Surety shall nevertheless upon demand pay to the Landlord a sum
equal to the Rent and all other payments and outgoings that would
have been payable under this Lease but for the disclaimer or other
event as aforesaid in respect of the period from and including the
date of the disclaimer or other event as aforesaid until the
expiration of 6 months therefrom or until the Demised Premises shall
have been re-let by the Landlord (whichever shall first occur)
4. The Surety waives any right it may have of first requiring the
Landlord to proceed against or claim payment from the Tenant and the
Surety agrees to subordinate and does hereby subordinate any and all
claims the Surety may have against the Tenant existing now or
arising later (whether in respect of payment made under this
schedule or otherwise) to any and all claims by the Landlord
Signed as a deed by SEAGATE )
TECHNOLOGY INC acting by )
its authorised signatory:- )
Authorised Signatory
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Signed as a deed by )
INNOVEX HOLDINGS LIMITED )
acting by:- )
Director
Director/Secretary
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