United Kingdom-Berkshire-Meridian House Lease - Balstone Estates Ltd. and STB Systems Inc.
DATED 27th May 1999
BALSTONE ESTATES LIMITED
-- to --
STB SYSTEMS INC
L E A S E
relating to
Meridian House
2/4 The Grove, Slough
Berkshire
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INDEX
PAGE
CLAUSE NUMBER
1 Definitions and interpretations
2 The demise and rent
3 Rental payment provisions
4 Rack rental ascertainment
5 Insurance premiums payable as additional rent
6 Interest on unpaid rent etc.
7 Landlord's covenants
8 Tenant's covenants (referred to the Third Schedule)
9 Provisos and agreements, exclusions and tenant's
insurance warranty
10 Demise subject to easements etc.
11 Non waiver of breach of covenant
12 English Law
13 Operation of this Deed
14 No preceding agreement for lease
THE FIRST SCHEDULE : Description of the Demised Premises
THE SECOND SCHEDULE : Part I Rights granted
Part II Rights reserved
THE THIRD SCHEDULE : Tenant's Covenants
1 To pay rents
2 To pay rates etc.
3 To pay value added tax
4 To pay for electricity, gas, etc.
5 To repair and yield up in repair
6 To decorate and maintain open areas etc.
7 Not to make alterations etc.
8 Not to overload floors
9 Not to endanger drainage or electrical installations
10 Not to install noisy machinery etc.
11 To permit Landlord to enter and view state of repair
12 To carry out works on notice
13 To permit entry for repairs etc.
14 To pay landlord's costs of application for licences etc.
15 User, occupation etc.
16 No illegal use or nuisance etc.
17 Dangerous materials etc.
18 Insurance covenants
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1.1.7 "INTEREST" means interest calculated and compounded on a
day today basis during the period from the date on which the
payment is due to the date of payment both before and after
any judgment at the rate of four per centum per annum above
the base rate of Barclays Bank PLC (or some other Bank
nominated in writing from time to time by the Landlord) then
prevailing or should such Base Rate cease to exist then such
other rate of interest as is most closely comparable with the
said rate of four per centum (4%) per annum above such base
rate to be agreed between the parties or in default of
agreement to be determined by an accountant appointed by or
acting for the Landlord for that purpose who shall act as an
expert not an arbitrator and whose decision shall be binding
on the parties or ten per centum (10%) per annum whichever is
the higher.
1.1.8 "LANDLORD'S SURVEYOR" means any person or firm appointed
by the Landlord to perform any of the functions of the
Landlord's Surveyor under this Lease (including an employee of
the Landlord or a Group Company and including also the person
or firm appointed by the Landlord to collect the rents).
1.1.9 "LEASE TERM" means the term of ten years from (and
including) the 27th day of May One thousand nine hundred and
ninety nine.
1.1.10 "OTHER BUILDINGS" means any building or buildings now
or at any time during the Perpetuity Period erected on
Adjoining Property.
1.1.11 "PERPETUITY PERIOD" means the period of eighty years
from the date hereof which shall be the perpetuity period
applicable to this Lease and wherever in this Lease either
party is granted or reserved a future interest in property
there shall be deemed to be included in respect of every such
grant or reservation a provision requiring the future interest
to vest within the Perpetuity Period and for it to be void for
remoteness if it shall not have so vested.
1.1.12 "PIPES" means all pipes, sewers, drains, mains, ducts,
conduits, gutters, watercourses, wires, cables, channels,
flues, tanks and all other conducting media and includes any
fixing, louvres, cowls and any other ancillary apparatus.
1.1.13 "PLAN" means the Plan annexed hereto.
1.1.14 "PLANNING ACTS" means the Town and Country Planning Act
1990 the Planning (Listed Buildings and Conservation Areas)
Act 1990 the Planning (Hazardous Substances) Act 1990 the
Planning (Consequential Provisions) Act 1990 and the Planning
& Compensation Act 1991.
1.1.15 "RACK RENTAL VALUE" means the amount representing the
annual rent or (if at the Review Date the Demised Premises are
in multiple occupation) the aggregate annual rents which on
that date could reasonably be expected to be obtained in the
open market for the Demised Premises as a whole on making the
assumptions (if not a fact).
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1.1.15.1 That they were then vacant and in good and
substantial repair and condition and fit and fitted
out and available for immediate, occupation and use
1.1.15.2 That the covenants conditions and
stipulations in this Lease contained and on the part
of the Tenant to be performed and observed bad been
performed and observed
1.1.15.3 That no work has been carried out thereon by
the Tenant or any undertenant or their respective
predecessors in title which has diminished the
letting value of the Demised Premises
1.1.15.4 That if the Demised Premises have been
destroyed or damaged they have been fully restored
1.1.15.5 That the Tenant would be in the market for
the Demised Premises at the Review Date with other
willing lessees
1.1.15.6 If a willing lessee would in the open market
be given a period of occupation of the Demised
Premises rent free or at a concessionary rent at the
commencement of a lease that the willing lessee would
have the benefit of such a period of occupation of
the Demised Premises prior to the grant of the lease
on the Review Date and that he would accordingly be
prepared to pay the full rent from the Review Date
1.1.15.7 That the use of the Demised Premises
permitted by the terms of this Lease is permitted
under the Planning Acts permanently and without
conditions restrictions or limitations
1.1.15.8 That the Building comprised within the
Demised Premises has a net internal area of Eleven
thousand six hundred and ninety five (11,695) square
feet
on the grant of a lease thereof by a willing landlord to a
willing tenant for a term of years equal to ten years but
calculated from the Review Date without any fine or premium
being taken and otherwise upon the terms and conditions of
this Lease (except as to the amount of rents hereby reserved
but including the provisions for a rent review after five
years) as varied from time to time and with the benefit of any
licences granted by the Landlord and ally waiver or variation
beneficial to the Tenant of any of the covenants and
conditions herein contained and taking no account of:
1.1.15.9 Any goodwill attributable to the Demised
Premises by reason of any trade or business carried
on therein by the Tenant or any undertenant or their
respective predecessors in title in their respective
businesses.
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1.1.15.10 Any increase in rental value of the Demised
Premises attributable to the existence at the Review
Date of any improvements to the Demised Premises (to
which the Landlord shall where required have given
written consent) carried out otherwise than in
pursuance of an obligation to the Landlord or its
predecessors in title by the Tenant or any
undertenant or their respective predecessors in title
during the Lease Term or during any period of
occupation prior thereto arising out of an Agreement
to grant such term or by any Tenant or undertenant of
the Demised Premises before the commencement of the
Lease Term so long as the Landlord or its
predecessors in title have nor since the improvement
was carried out had vacant possession of the relevant
part of the Demised, Premises and
1.1.15.11 Any effect on rent of the fact that the
Tenant or any undertenant or their respective
predecessors in title have been in occupation of the
Demised Premises.
1.1.16 "REVIEW DATE" means the date of expiration of the fifth
year of the Lease Term and the expressions "Review Date" and
"Review Period" shall be construed accordingly.
1.1.17 "V.A.T." means value added tax and any other tax of a
similar nature.
INTERPRETATIONS
1.2 In this Lease:
1.2.1 Any reference to a specific statute includes any
statutory extension or modification or re-enactment of such
statute or any statute for similar purposes thereto and any
rules, regulations, orders or directions made thereunder and
any general reference to "statute" or "statutes" includes any
regulations or orders made thereunder and any legislative
provisions adopted by the European Union or any supra-national
legislation which has effect in the United Kingdom.
1.2.2 The expressions "the Landlord" and "the Tenant" wherever
the context so admits include their respective successors in
title.
1.2.3 Where the Landlord or the Tenant or the Guarantor (if
any) for the time being are two or more individuals or persons
the terms "the Landlord," "the Tenant" and "the Guarantor"
include the plural number and obligations expressed or implied
to be made by or with such party are deemed to be made by or
with such individuals jointly and severally.
1.2.4 Words importing one gender include all other genders.
1.2.5 References to the "Demised Premises" in the absence of
any provision to the contrary include any part of the Demised
Premises.
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1.2.6 The expression "the Guarantor" includes not only the
person referred to herein (if any) but also any person who
enters into a covenant with the Landlord pursuant to Clauses
19.8 and 31 of the Third Schedule.
1.2.7 Any covenant by the Tenant not to do any act or thing
shall be deemed to include an obligation not to permit such
act or thing to be done and to use its best endeavours to
prevent such act or thing being done by a third party.
1.2.8 Wherever the consent or approval of the Landlord is
required or requested in relation to this Lease such
provisions shall be construed as also requiring the consent or
approval of any mortgagee of the Landlord where the same shall
be required except that nothing in the Lease shall be
construed as implying that any obligation is imposed upon any
mortgagee not unreasonably to refuse any such consent.
1.2.9 Where the expression "tenant covenants" or "authorised
guarantee agreement" are used in this Lease they are to have
the same meanings as is given by Section 28(1) of the Landlord
and Tenant (Covenants) Act 1995.
1.2.10 The index and clause or paragraph headings do not form
part of this Lease and shall not be taken into account in its
construction or interpretation.
1.2.11 The expression "the Lease Term" includes any period of
holding over or extension or continuation thereof whether by
agreement between the Landlord and the Tenant or by statute or
common law.
THE DEMISE AND RENT
2 IN consideration of the rent and covenants on the part of the Tenant
hereinafter reserved and contained the Landlord HEREBY DEMISES unto the Tenant
ALL THOSE the Demised Premises but EXCEPTING AND RESERVING to the Landlord and
others as specified in the Second Schedule the rights specified in the Second
Schedule TO HOLD the same unto the Tenant for the Least Term SUBJECT TO all
rights, easements, privileges, restrictions, covenants and stipulations of
whatever nature affecting the Demised Premises including the matters contained
or referred to in the documents specified in the Fifth Schedule YIELDING AND
PAYING therefor at the times and in manner hereinafter mentioned:
2.1 From the date hereof until and including the Twenty first day of
September One thousand nine hundred and ninety nine the annual rent of
one peppercorn.
2.2 From and including the Twenty second day of September One thousand
nine hundred and ninety nine and during the remainder of the first five
years of the Lease Term the Initial Rent and thereafter.
2.3 During the remainder of the Lease Term an annual rent in respect of
the Review Period of an amount equal to whichever is the greater of
2.3.1 the rent payable immediately preceding the Review Date
and
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2.3.2 the Rack Rental Value of the Demised Premises on the
Review Date.
2.4 As additional rent any V.A.T. which may be or become chargeable in
respect of any rent payable under this Lease.
2.5 As additional rent any other sums payable pursuant to this Lease.
RENTAL PAYMENT PROVISIONS
3 THE rent shall be paid by equal quarterly payments in advance on the usual
quarter days in each year without any deduction whatsoever except
3.1 That the first payment shall be a proportionate payment for the
period from the Twenty second day of September One thousand nine
hundred and ninety nine to the Twenty fourth day of December One
thousand nine hundred and ninety nine and shall be paid on the 4th June
1999 and
3.2 That if the rent payable for the Review Period has not been
ascertained until the Final Date the Tenant shall until the quarter day
next following such Final Date pay on account the like amount of rent
as was payable immediately preceding the Review Date and shall on such
quarter day pay to the Landlord the difference (if any) between the
amounts so paid and the actual amount of rent payable for the period
from the Review Date to such quarter day with interest thereon to the
date of payment calculated on a day to day basis at the rate of two Per
centum (2%) per annum above Barclays Bank PLC base rate for the time
being and such interest shall be paid by the Tenant to the Landlord by
way of additional rent.
4 RACK RENTAL ASCERTAINMENT
4.1 THE Rack Rental Value on the Review Date shall be ascertained at
any time by agreement in writing signed by or on behalf of the Landlord
and the Tenant or in default of such agreement shall be determined and
certified at the option of the Landlord either by an arbitrator or by
an independent valuer (acting as expert and not as arbitrator) such
arbitrator or valuer to be an independent Chartered Surveyor appointed,
whether on before or after the Review Date, by agreement between the
Landlord and the Tenant or, in default of agreement within fourteen
days of one party giving notice to the other in writing of its
nomination or nominations, nominated upon the application of the
Landlord made not earlier than six months before the Review Date or at
any time thereafter by the President for the time being of the Royal
Institution of Chartered Surveyors PROVIDED THAT:
4.1.1 If the said President shall for any reason not be
available or be unable to make such appointment as aforesaid
at the time of application therefor the appointment may be
made by the Vice President or next senior officer of the said
Institution then available and able to make such appointment
or if no such officer of the said Institution shall be so
available and able to make such appointment then by such
officer of such independent professional body of surveyors as
the Landlord shall designate and
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4.1.2 That if any valuer appointed to act as an expert shall
have unduly delayed his decision or shall relinquish his
appointment or die or if it shall become apparent that for any
reason he will be unable to complete his duties herein the
Landlord or the Tenant may apply to the said President for a
substitute to be appointed in his place which procedure may be
repeated as many times as necessary.
4.2 4.2.1 Any arbitration hereunder shall be conducted in
accordance with the Arbitration Act 1996.
4.2.2 The decision of the valuer acting as an expert as to how
the costs and expenses including the costs of his appointment
are to be borne and as to the amount of the Rack Rental Value
shall be binding upon the Landlord and the Tenant.
4.2.3 The valuer acting as an expert shall afford to the
Landlord and the Tenant an opportunity to make representations
to him.
4.3 On each occasion during the Lease Term that the operation of the
above provisions for the ascertainment of the amount of rent payable in
the Review Period or any installment or part thereof or the collection
or retention thereof is prevented or prohibited by any statutory
restriction either wholly or partially
4.3.1 The Review Date shall be postponed to take effect on the
earliest permissible date or dates thereafter and if there
shall be a partial relaxation there shall be a further review
of the rent hereby reserved on the earliest date as aforesaid
notwithstanding that the said rent may have been increased in
part on or since the previous Review Date and/or
4.3.2 The collection of any increase or increases in the rent
shall be postponed to take effect on the earliest date or
dates thereafter that such increase or increases may be
collected and/or retained in whole or in part and on as many
occasions as shall be required to ensure the collection of the
whole increase.
AND until such statutory restrictions shall be relaxed either partially
or wholly the total of the rent hereby reserved shall be the maximum
sum from time to time lawfully applicable to the Demised Premises.
4.4 For the avoidance of doubt the rent payable for the Review Period
(whether agreed between the Landlord and the Tenant or determined by an
arbitrator or valuer acting as an expert) may be a stepped rent.
4.5 When the rent payable for the Review Period shall have been
ascertained in accordance with the provisions of this Clause Memoranda
thereof shall (if so required by the Landlord) be signed by or on
behalf of the Landlord and the Tenant and annexed to this Lease and its
Counterpart.
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5 INSURANCE PREMIUMS
5.1 THE Tenant shall also pay the Landlord:
5.1.1 Upon demand from time to time during the Lease Term sums
of money equal to the amounts which the Landlord may
reasonably expend or be liable to expend in effecting or
maintaining any such insurances as are referred to in Clause
7.2 hereof and for insuring in such amount and on such terms
as the Landlord shall reasonably consider appropriate against
all liability of the Landlord to third parties arising out of
or in connection with any matter involving or relating to the
Demised Premises and
5.1.2 All of any increased premium payable by reason of any
act or omission of the Tenant.
5.2 Such payments shall be made without any deduction and in particular
(but without prejudice to the generality of the foregoing) no deduction
shall be made in respect of any agency or other commission paid or
allowed by the insurers to the Landlord or otherwise but the full
nominal amount of each premium shall be treated as having been expended
in respect of the relevant insurances and the Landlord shall be
entitled to retain for its own benefit any agency or other commission
so paid or allowed.
INTEREST ON UNPAID RENT
6 IF and whenever during the Lease Term the said rents or any other monies from
time to time payable by the Tenant to the Landlord or any part or parts thereof
shall at any time be unpaid for a space of fourteen days next after becoming
payable the same shall until paid or until any earlier re-entry by the Landlord
upon the Demised Premises pursuant to the proviso in that behalf hereinafter
contained bear Interest PROVIDED that nothing in this clause shall entitle the
Tenant to withhold or delay any payment of rent or other monies as aforesaid
after the date upon which the same first falls due or in any way prejudice
affect or derogate from the rights of the Landlord in relation to the said
non-payment including (but without prejudice to the generality of the foregoing)
those under the proviso for re-entry hereinafter contained.
LANDLORD'S COVENANTS
7 THE Landlord HEREBY COVENANTS with the Tenant PROVIDED THAT the Landlord shall
not be liable itself for any breach of covenant occurring after it shall have
parted with the interest in the Demised Premises immediately expectant upon the
reversion to this Lease:
QUIET ENJOYMENT
7.1 That the Tenant paying the rents hereinbefore reserved and
performing and observing the provisions and the covenants on the part
of the Tenant herein contained shall peaceably hold and enjoy the
Demised Premises for the Lease Term without any interruption by the
Landlord or any person lawfully claiming under or in trust for it.
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INSURANCE
7.2 Subject to the Tenant paying the insurance rent payable pursuant to
clause 5 of this Lease to keep the Demised Premises insured against
loss or damage by fire, lightning, explosion, tempest, flood, bursting
and overflowing of water tanks, apparatus or pipes, impact and (in
peace time) aircraft and other aerial devices and any articles dropped
therefrom, riot, civil commotion, malicious damage, subsidence and
heave and such other risks as the Landlord may reasonably decide or the
Tenant may reasonably require at the Tenant's expense to insure against
from time to time
7.2.1 unless such insurance shall be vitiated by any act of
the Tenant or by anyone at the Demised Premises expressly or
by implication with the Tenant's authority and
7.2.2 to the extent that such insurance may ordinarily be
arranged for properties such as the Demised Premises
in some insurance office of repute or (if and so long as the Landlord
for the time being is itself an insurance company or an insurance
company is a Group Company and the Landlord so desires) in its own
office or the office of any insurance company which is a Group Company
in such a sum as the Landlord shall from time to time be advised by the
Landlord's Surveyor represents the full amount of the costs (including
any V.A.T. or other taxes payable in respect thereof and reasonable
provision for escalation of such costs between the date of destruction
or damage and the estimated date of rebuilding or reinstating the
Demised Premises) from time to time of completely rebuilding,
reinstating or replacing the Demised Premises as new in the event of
total destruction thereof (including architects', engineers' and
surveyors' fees on such costs at the current scales for the time being
of the Royal Institute of British Architects, the Association of
Structural Engineers and the Royal Institution of Chartered Surveyors,
the cost of debris removal, demolition, site clearance and any works
that may be required by statute and incidental expenses and also a sum
equal to three years' (or such longer period as the Landlord may from
time to time consider necessary) rent of the Demised Premises for the
time being payable or prospectively payable as from the Review Date)
and to make all payments necessary for the above purpose within seven
days after the same shall respectively become payable and will produce
to the Tenant on demand a copy of the insurance policy and of the
current premium receipt (or other evidence that the insurance is in
force and a summary of the cover) and will request (if required by the
Tenant or its mortgagee) that a note of the interest of the Tenant
and/or the Tenant's mortgagee be made on the insurance policy.
TO LAY OUT INSURANCE MONIES IN REBUILDING AND REINSTATING
7.3 In case the Demised Premises or any part thereof shall from time to
time be destroyed or damaged by an Insured Risk so as to be unfit for
occupation or use then as often as the same shall happen (unless
payment of the policy monies shall be withheld in whole or in part by
reason of any act neglect or default of the Tenant or by anyone at the
Demised Premises expressly or by implication with the Tenant's
authority) subject to
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clause 7.4 with all convenient speed to take such steps as may be
requisite and proper to obtain any planning permission or other permits
and consents that may be required under the Planning Acts to enable the
Landlord to rebuild and reinstate the Demised Premises and to spend and
lay out any insurance monies received by virtue of the aforementioned
insurance (except in respect of loss of rent) in reinstating,
restoring, replacing or rebuilding the Demised Premises or the parts
thereof so destroyed or damaged with all convenient speed PROVIDED THAT
the Landlord shall not be liable to rebuild or reinstate the Demised
Premises if the Landlord is unable (having used all reasonable
endeavours) to obtain all planning permissions, permits and consents
necessary to execute such rebuilding and reinstating or if this Lease
shall be frustrated or if the rebuilding or reinstating is prevented
for any reason beyond the control of the Landlord in which event the
Landlord shall be entitled to retain all insurance monies received by
the Landlord.
7.4 If during the last three years of the Lease Term the Demised
Premises shall be so destroyed or damaged by an Insured Risk as to be
unfit for occupation and use the Landlord may by not less than one
month's prior written notice to the Tenant given to expire at any time
("the Determination Notice") determine the Lease and upon the expiry of
the Determination Notice this Lease shall determine without prejudice
to any rights and remedies which may then have accrued to either party
against the other in respect of any breach of the covenants and
conditions contained in this Lease and the Landlord shall be entitled
to retain all insurance monies received by the Landlord and the Tenant.
TENANT'S COVENANTS
8 THE Tenant HEREBY COVENANTS with the Landlord to observe and perform the
covenants set out in the Third Schedule hereto.
PROVISOS AND AGREEMENTS, EXCLUSIONS AND TENANT'S INSURANCE WARRANTY
9 PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED as follows:
9.1 Without prejudice to any other right or remedy or power herein
contained or otherwise available to the Landlord:
9.1.1 if the said yearly or other rents or any part or parts
thereof shall at any time be unpaid for the space of fourteen
days next after becoming payable (whether the same shall have
been formally or legally demanded or not) or
9.1.2 if default shall be made in the performance or
observance of any of the covenants provisions and conditions
herein contained and on the part of the Tenant to be observed
and performed; or
9.1.3 if the Tenant or any guarantor of the Tenant's
obligation:
9.1.3.1 (being a company or if in partnership) enters
into voluntary liquidation (other than for the
purpose of reconstruction or amalgamation not
involving a realisation of assets) or has a winding
up order made
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against it by the Court or has a receiver appointed
over all or any part of its assets or an
administration order is made pursuant to the
Insolvency Act 1986 or the Insolvent Partnerships
Order 1994; or
9.1.3.2 (being one or more individuals whether or not
in partnership together) any one of them petitions
the Court for his own bankruptcy or has a bankruptcy
order made against him; or
9.1.3.3 becomes insolvent or enters into any
composition with its or his creditors or enters into
a voluntary arrangement (within the meaning of
Section 1 or 253 Insolvency Act 1986 or the Insolvent
Partnerships Order 1994), or
9.1.4 if the Tenant (whether an individual or a body
corporate) shall permit or suffer any distress or execution to
be levied on the Demised Premises
then and in any such case (and notwithstanding the waiver of any
previous right of re-entry) it shall be lawful for the Landlord or any
person or persons duly authorised by it in that behalf to re-enter into
and upon the Demised Premises or any part thereof in the name of the
whole and to repossess and enjoy the same henceforth as if this Lease
had not been granted and thereupon the Lease Term shall cease and
absolutely determine but without prejudice to any right of action or
remedy of the Landlord in respect of any breach of the covenants on the
Tenant's part herein contained.
9.2 In the event of the Demised Premises or any part thereof being
damaged or destroyed by an Insured Risk so as to be unfit for
occupation or use then subject as hereinafter provided the rent or a
fair proportion thereof according to the nature and extent of the
damage sustained shall cease to be payable by the Tenant from the date
of damage or destruction until the expiration of a period of three
years (or such other longer period as the Landlord has insured against
for loss of rent) from such date or until the date on which the Demised
Premises are restored fit for use and occupation by the Tenant
whichever date shall be the earlier PROVIDED.
9.2.1 that there shall be no cesser of rent if the insurance
policy effected by the Landlord shall have been vitiated in
whole or in part by the act, neglect or omission or default of
the Tenant or by anyone at the Demised Premises expressly or
by implication with the Tenant's authority or if the monies
payable under the said policy in respect of loss of rent shall
not be paid to the Landlord as hereinafter provided by reason
of any such act or default as aforesaid;
9.2.2 that where the Tenant has paid rent in advance which
relates to a period after the date of the damage or
destruction aforesaid the Tenant will not be repaid the same
or as appropriate the fair proportion thereof until after the
Landlord has received reimbursement thereof from the relevant
insurance company;
9.2.3 that any dispute which may arise under this sub-clause
shall be referred to the decision of some competent person to
be agreed upon by the Landlord and by the Tenant or (in the
event of failure so to agree) to be nominated by the President
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for the time being of The Royal Institution of Chartered
Surveyors such person acting as an expert and not as an
arbitrator and the decision of such person (including any
decision as to the costs of such determination) shall
accordingly be final and binding on both the Landlord and the
Tenant.
9.3 All policy monies received in respect of loss of rent shall be paid
to the Landlord for its own use and benefit and if for any cause
whatsoever rebuilding or reinstatement of the Demised Premises shall be
prevented or frustrated then all policy monies shall belong to and be
retained by the Landlord absolutely.
9.4 Any notice hereby required or authorised to be given to the
Landlord or the Tenant respectively shall be in writing and may be
given in any of the modes provided in Section 196 of the Law of
Property Act 1925 as amended by the Recorded Delivery Service Act 1962
and shall also be sufficiently served if sent by telex or by
telegraphic facsimile transmission to the party to be served and that
service shall be deemed to be made on the day of transmission before
4.00 p.m. on any day from Monday to Friday (inclusive) other than
Christmas Day, Good Friday and any statutory Bank Holiday but otherwise
on the next such day following the day of transmission.
9.5 Nothing herein contained or implied shall give the Tenant the
benefit of or the right to enforce or to prevent the release or
modification of any covenant agreement or condition entered into by any
tenant of the Landlord in respect of any property not comprised in this
Lease.
9.6 Any dispute arising as between the Tenant and the lessees tenants
or occupiers of any Adjoining Property or any neighbouring property as
to any easement, right or privilege in connection with the use of the
Demised Premises and any Adjoining Property or any neighbouring
property or as to the party or other walls separating the Demised
Premises from any Adjoining Property or any neighbouring property or as
to the amount of any contribution towards the repair of services or
other things used in common with any Adjoining Property or any
neighbouring property or relating in any way to the Demised Premises
shall be decided by the Landlord or in such manner as the Landlord
shall reasonably direct and such decision shall be binding on all the
parties to the dispute.
9.7 The Landlord shall not be responsible to the Tenant or (save as is
otherwise provided by statute) to the Tenant's licensees, servants,
agents or other persons in the Demised Premises or calling upon the
Tenant for any accident, happening or injury suffered or damage to or
loss of any chattel or property sustained in the Demised Premises or
any Adjoining Property.
9.8 Each of the Tenant's covenants shall remain in full force both at
law and in equity notwithstanding that the Landlord shall have waived
or released temporarily any such covenant or waived or released
temporarily or permanently revocably or irrevocably a similar covenant
or similar covenants affecting other adjoining or neighbouring Premises
belonging to the Landlord.
<PAGE> 14
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9.9 Such of the internal division walls as divide the Demised Premises
from any Adjoining Property shall be deemed to be party walls within
the meaning of Section 38 of the Law of Property Act 1925 and shall be
maintained accordingly.
9.10 9.10.1 If after the Tenant has vacated the Demised Premises on
the expiry or sooner determination of the Lease Term any
property of the Tenant shall remain in or on the Demised
Premises and the Tenant shall fail to remove the same within
fourteen days after being requested in writing by the Landlord
so to do or if after using reasonable endeavours the Landlord
is unable to make such a request to the Tenant within fourteen
days from the first attempt so made by the Landlord then the
Landlord may as the Agent of the Tenant sell such property and
hold the proceeds of sale after deducting the costs and
expenses of removal, storage and sale reasonably and properly
incurred by the Landlord 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.
9.10.2 If the Landlord having made reasonable efforts is
unable to locate the Tenant the Landlord shall be entitled to
retain the said proceeds of sale absolutely unless the Tenant
shall claim the same within six months of the date upon which
the Tenant vacated the Demised Premises.
9.10.3 The Tenant shall indemnify the Landlord against any
damage occasioned to the Demised Premises or any Adjoining
Property or Other Buildings and any actions, claims,
proceedings, costs, expenses and demands made against the
Landlord caused by or related to the presence of such property
in or on the Demised Promises.
9.11 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 any compensation under the Landlord and Tenant Act 1954.
9.12 This Lease embodies the entire understanding of the Landlord and
the Tenant relating to the Demised Premises and to all the matters
dealt with by any of the provisions of this Lease.
9.13 The Tenant acknowledges that this Lease has not been entered into
in reliance wholly or partly on any statement or representation made by
or on behalf of the Landlord except any such statement or
representation that is expressly set out in this Lease.
9.14 The Tenant shall not be entitled to any right of light or air or
other easement which will interfere with the free use of any Adjoining
Property or any land adjoining opposite or near to the Demised Premises
for building or other purposes and shall not during the Lease Term
acquire or become entitled by any means whatsoever to any easement from
or over or affecting any Adjoining Property.
<PAGE> 15
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9.15 The Tenant warrants that prior to the execution of this Lease the
Tenant has disclosed to the Landlord in writing any conviction,
judgment or finding of any Court or Tribunal relating to the Tenant (or
if a company any director other officer or majority shareholder of the
Tenant) of such a nature as to be likely to affect the decision of any
insurer or underwriter to grant or to continue insurance of any of the
Insured Risks.
9.16 Wherever this Lease provides that the consent of the Landlord is
required the Landlord may withhold its consent if the giving of such
consent would:
9.16.1 materially diminish the value of the Landlord's
reversion expectant upon the determination of this Lease.
9.16.2 materially prejudice any business carried on by the
Landlord or any Group Company or any other Tenant of the
Landlord or a Group Company on any Adjoining Property
9.16.3 cause nuisance to the Landlord or any other tenant of
the Landlord
9.16.4 conflict with the generally accepted principles of good
estate management from time to time current.
9.17 For the purposes of the Data Protection Act 1984 or otherwise the
Tenant and the Guarantor agree to any information relating to this
tenancy held by the Landlord being disclosed to third parties so far
only as is necessary in connection with the management or disposal of
the Demised Premises.
DEMISE SUBJECT TO EASEMENTS ETC.
10 THE Demised Premises are demised to the Tenant subject to all easements and
rights affecting the same.
NON WAIVER OF BREACH OF COVENANT
11 THE demand for or receipt of rent on the part of the Landlord or its agent
with knowledge of a breach of any of the covenants, provisions or conditions
herein contained and on the part of the Tenant to be observed and performed
shall not operate is a waiver in whole or in part of any such breach or of the
Landlord's right to re-enter.
12 ENGLISH LAW
THIS Lease shall be construed and governed in accordance with the laws of
England and Wales and the parties hereto submit to the non-exclusive
jurisdiction of the English Courts.
OPERATION OF THIS DEED
13 THIS document shall be treated as having been executed and delivered as a
deed only upon being dated.
<PAGE> 16
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NO PRECEDING AGREEMENT FOR LEASE
14 IT IS HEREBY CERTIFIED that there is no agreement for lease to which this
Lease gives effect.
IN WITNESS whereof this Lease has been executed as a deed by the
parties hereto the day and year first before Written.
THE FIRST SCHEDULE
DESCRIPTION OF THE DEMISED PREMISES
ALL THAT land and premises TOGETHER WITH the structures and building or
buildings erected thereon or on some part thereof edged red for identification
on the Plan and known as Meridian House, 2/4 The Grove, Slough in the County of
Berkshire the freehold of which is registered at H M Land Registry under title
numbers BK 309299 and BK 228376.
<PAGE> 17
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THE SECOND SCHEDULE
EXCEPTIONS AND RESERVATIONS
(CLAUSE 2)
The following rights and easements are excepted and reserved out of the Demised
Premises unto the Landlord and its tenants and the owners and occupiers of any
Adjoining Property and all other persons authorised by the Landlord or for the
time being entitled thereto:
1 The right to the free and uninterrupted passage and running of water, sewage,
gas, electricity, telephone and other services or supplies from and to any
Adjoining Property in and through the Pipes which now are or may at any time
during the Perpetuity Period be in, on, under or over the Demised Premises.
2 The right to construct and at any time during the Perpetuity Period in on
under or over the Demised Premises any Pipes, easements or services for the,
benefit of or to serve any Adjoining Property.
3 The right at any time during the Perpetuity Period but (except in case of
emergency) after giving reasonable notice to enter the Demised Premises and:
3.1 to inspect, cleanse, connect to, repair, remove, replace with
others, alter or execute any works whatever to or in
connection with the Pipes, easements or services referred to
in paragraphs 1 and 2 of this Part of this Schedule;
3.2 to view the state and condition of the Demised Premises and to
repair and maintain any Other Buildings where such viewing or
work would not otherwise be reasonably practicable;
3.3 to carry out work or to do anything whatever comprised within
the Landlord's obligations in this Lease;
3.4 to take schedules or inventories of fixtures and other items
to be yielded up on the expiry of the Lease Term, or
3.5 to exercise any of the rights granted or reserved by this
Lease.
4 The right with or without any Surveyor acting for the Landlord and any person
acting as the third party determining the Rack Rental Value in default of
agreement between the parties under the provisions for rent review contained in
this Lease at convenient hours on reasonable prior notice to cater and to
inspect measure and survey the Demised Premises for all purposes connected with
any pending or intended step under the Landlord and Tenant Act 1954 or the
implementation of the provisions for rent review contained in this Lease.
5 The right during the Perpetuity Period to carry out work of any kind including
alteration of or additions or extensions to Other Buildings or the construction
of new buildings on any Adjoining Property of any height and to use any boundary
or external wall of the Demised
<PAGE> 18
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Premises as a party wall for any new building on Adjoining Property and to carry
out all necessary construction works accordingly and the right to erect and use
scaffolding and hoardings on the Demised Premises for the Purpose of inspecting
repairing maintaining or cleansing any Other Buildings or carrying out any works
(including alterations or extensions of Other Buildings or the construction of
new buildings) on any Adjoining Property notwithstanding that the exercise of
such rights may temporarily restrict the access to or use and enjoyment of the
Demised Premises or any temporary derogation from the terms of the Lease (but in
the event of such derogation to carry out all works as expeditiously as
practicable) and notwithstanding that any new buildings or structures may
obstruct, affect or interfere with [he amenity of or access to the Demised
Premises or that the free access of light and air to the Demised Premises may
thereby be impaired or injuriously affected or that nuisance, inconvenience,
disturbance or annoyance arising therefrom may be caused to the Tenant PROVIDED
THAT the persons exercising such rights shall make, good as soon as is
practicable any physical damage caused to the Demised Premises.
6 The rights of light, air, support, protection, shelter and all other easements
and rights now or after the date of this Lease enjoyed by or belonging to any
Other Buildings and any Adjoining Property and any part or parts thereof or any
neighbouring or adjoining property or any part or parts thereof.
THE THIRD SCHEDULE
(CLAUSE 8)
TENANT'S COVENANTS
TO PAY RENTS
1 1.1 To pay the said rents at the times and in manner aforesaid free
from all deductions and not to exercise or seek to exercise any right
or claim to withhold rent or any right or claim to legal or equitable
set off.
1.2 If so required by the Landlord to make such payments by banker's
order or credit transfer to any bank and account chat the Landlord may
from time to time nominate.
TO PAY RATES ETC.
2 TO pay and to indemnify the Landlord against:
2.1 All existing and future rates, taxes, assessments,
impositions, duties, charges and outgoings whatsoever (whether
parliamentary, local or otherwise and whether or not of a
capital or non-recurring nature and even though of a wholly
novel character) which now are or may hereafter at any time
during the Lease Term become payable, charged or assessed in
respect of the Demised Premises or any part thereof or on the
owner or occupier in respect thereof and
2.2 A sum equal to any uniform business races (or similar
imposition substituted therefor or payable in replacement
thereof) payable after the expiry or sooner
<PAGE> 19
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determination of the Lease Term which would not have been so
payable had the Demised Premises been in rateable occupation
(or fully occupied) during the preceding twelve months.
TO PAY V.A.T.
3 TO pay to the Landlord V.A.T. which is or may become payable in respect of
ally payment made or to be made by the Tenant under any of the provisions of or
it) connection with this Lease or paid by the Landlord on any payment made by
the Landlord where the Tenant agrees in this Lease to reimburse the Landlord for
such payment and in every case where in this Lease the Tenant covenants with the
Landlord to pay an amount of money such amount shall be regarded as being
exclusive of all V.A.T. which may from time to time be payable thereon.
TO PAY FOR ELECTRICITY, GAS, ETC.
4 TO pay to the suppliers and indemnify the Landlord against all charges for
electricity, gas and other services consumed or used in relation to the Demised
Premises (including meter rents) where a separate supply is provided for the
Demised Premises.
TO REPAIR AND YIELD UP IN REPAIR
5 5.1 AT all times to the reasonable satisfaction in all respects of the
Landlord's Surveyor during the Lease Term well and substantially to
repair and keep in good and substantial repair and condition the
Demised Premises (damage by fire or any other insured risks excepted
provided that the insurance effected by the Landlord shall not have
been vitiated or payment of tile insurance monies refused in whole or
in part in consequence of some act or default on the part of the Tenant
or anyone at the Demised Premises expressly or by implication with the
Tenant's authority) and quietly to surrender and yield up the Demised
Premises in such good and substantial repair as aforesaid at the end or
sooner determination of the Lease Term together with any such additions
and improvements as aforesaid and the Landlord's fixtures and fittings
whole undefaced and fit for use and without prejudice to the generality
of the foregoing with the carpets or floor coverings, wall coverings,
light fittings, sanitary ware and ironmongery replaced with new items
of like nature, quality and colouring, the Tenant making good any
damage caused by the removal of the Tenant's fixtures, fittings,
furniture and effects.
5.2 If it shall become necessary at any time under the provisions of
this Lease for the Tenant to rebuild the whole or any part of the
Demised Premises (damage or destruction by any insured Risk excepted
provided that the policy of insurance shall not have been vitiated by
any act or default of the Tenant or anyone at the Demised Premises
expressly or by implication with the Tenant's authority) then the
Tenant will at its own expense and with all reasonable despatch carry
out such rebuilding under the direction and to the reasonable
satisfaction of the Landlord's Surveyor and in accordance with such
plans and specifications as may be approved by them in writing, such
approval not to be unreasonably withheld.
<PAGE> 20
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5.3 To maintain at all times during the Lease Term the Landlord's
fixtures and fittings and to replace and renew such of them as may
become worn out lost or unfit for use by substituting replacements of
the like nature and quality provided that before carrying out any
renewal or replacement the Tenant shall first obtain the approval in
writing of the Landlord as to the nature of the work to be carried out
or the replacement items, such approval not to be unreasonably
withheld.
TO DECORATE AND MAINTAIN OPEN AREAS ETC.
6 6.1 6.1.1 TO paint with three coats of good quality paint in a
proper and workmanlike manner all the internal wood iron and
other parts of the interior of the Demised Premises heretofore
or usually painted in every fourth year and in the last year
or on sooner determination (howsoever determined) of the Lease
Term and after every painting to grain, polish, wash, stop,
whiten and colour all such parts as are usually so treated and
to repaper the parts usually papered with suitable paper of
good quality and to carry out all the aforesaid work with the
best quality materials of their several kinds available and in
accordance with the best standards of workmanship PROVIDED
THAT any such painting or treatment at the end or sooner
determination of the Lease Term shall be carried out in such
colours as the Landlord in its absolute discretion shall
determine.
6.1.2 TO paint with three coats of good quality paint in a
proper and workmanlike manner all the external wood iron and
other parts of the exterior of the Demised Premises previously
or usually painted in every third year and in the last year or
on sooner determination (howsoever determined) of the Lease
Term and after every painting to grain, varnish, polish, wash,
stop, whiten and colour all such parts as are usually so
treated and to clean the brickwork stonework arid other
finishes to the exterior of the Demised Premises and to carry
out all the aforesaid work with the best quality materials of
their sever-at kinds available and in accordance with The best
standards of workmanship PROVIDED THAT any such painting or
treatment at the end or sooner determination of the Lease Term
shall be carried out in such colours as the Landlord in its
absolute discretion shall determine,
6.2 At all times during the Lease Term to keep the windows and window
frames of the Demised Premises, clean and to keep any part of the
Demised Premises not occupied by buildings adequately surfaced in good
condition free from weeds and all landscaped areas (if any) properly
cultivated.
6.3 To enter into contracts with persons of good repute for the regular
maintenance, inspection, care and servicing of any lifts, boilers,
ventilation, air-conditioning, central heating plant and apparatus from
time to time in the Demised Premises and to supply to the Landlord
details of all such contracts upon written request.
<PAGE> 21
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NOT TO MAKE ALTERATIONS ETC.
7 7.1 NOT at any time during the Lease Term to alter cut maim or remove
any of the main walls, beams, columns, timbers, floors or other
structural parts of the Demised Premises or commit or permit any waste
or damage to the Demised Premises or to the floors or timbers thereof
or to endanger the structure Or any floor or to make or permit to be
made any alteration in or addition to the elevation, main structure or
in the external decoration thereof or to erect any additional buildings
or structures PROVIDED That the Tenant may with the prior written
consent of the Landlord (such consent not to be unreasonably withheld
or delayed) carry out works of alteration or addition of a
non-structural nature but if the Tenant shall make any such alteration
or additions to the Demised Premises the Tenant shall (if the Landlord
shall so require but not otherwise) at the end or sooner determination
of the Lease Term at the Tenant's own expense remove such alterations
and additions if required by the Landlord and shall also at its own
expense restore the Demised Premises to the same condition ill which
they were prior to the making or erecting of such alterations or
improvements and in any event shall remove any moulding, sign, writing
or painting of the name or business of the Tenant and other persons
from the Demised Premises and make good any damage caused to the
Demised Premises by such removal.
7.2 Not to cut, injure or remove nor make any connection with the Pipes
serving the Demised Premises either exclusively or in connection with
other premises PROVIDED THAT the Tenant may make connection with those
Pipes that exclusively serve the Demised Premises only in accordance
with plans and specifications first approved in writing by the
Landlord.
7.3 Not without the previous consent it, Writing of the Landlord to
alter the electrical heating or lighting installations or other
services serving the Demised Premises and to replace the same when
necessary with the same materials or if not then available with
materials of no lesser quality to be first approved b y the Landlord's
Surveyor.
NOT TO OVERLOAD FLOORS
8 NOT to impose or permit to be imposed (whether by using machinery or
otherwise) on any part of the floors, roof, roof trusses, joists or the '
structure of any building comprised in the Demised Premises a load or weight
greater than that which the said floors, roof, roof trusses, joists or structure
are designed or constructed to bear with due margin for safety,
NOT TO ENDANGER DRAINAGE OR ELECTRICAL INSTALLATION
9 9.1 NOT to discharge into any of the Pipes and any other conducting
media serving the Demised Premises or any other property any oil,
grease or other deleterious matter or any substance which might be or
become a source of danger or injury to the drainage system of the
Demised Premises, the buildings thereon or any adjoining or
neighbouring property.
<PAGE> 22
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9.2 Not in the use of electrical wiring and electrical installations in
the Demised Premises to Use The same or any part thereof in such a way
as to overload the wiring system or any other part of the electrical
installation and within three months of any request by the Landlord in
that behalf (such request not to be made except in the case of an
overloading or other failure more than once in every three years) to
produce a certificate of test of the electrical wiring and the
electrical installations in the Demised Premises given by a competent
electrical engineer who is a member of and in accordance with the
regulations of the Institute of Electrical Engineers and the local
electricity supply authority or company or either of them.
NOT TO INSTALL NOISY MACHINERY ETC.
10 NOT to install or use in or upon the Demised Premises any machinery or
apparatus which causes excessive noise or vibration which can be heard or felt
in nearby premises or outside the Demised Premises or which may cause structural
damage to the Demised Premises.
TO PERMIT LANDLORD TO ENTER AND VIEW STATE OF REPAIR
11 TO permit the Landlord and the Landlord's Surveyor and agent with or without
workmen and others at all reasonable times and upon reasonable notice to enter
upon and examine (and to open up floors and ceilings where the same is required
in order to examine) the condition of the Demised Premises and thereupon the
Landlord may serve on the Tenant a notice in writing specifying any repairs
maintenance or rebuilding necessary to be done so far as they are the liability
of the Tenant under the covenants herein contained and require the Tenant to
commence to execute the same within one calendar month (but forthwith in case of
emergency) including the making good of the said opening up (if any) and
forthwith to pay the Landlord's Surveyors' reasonable and proper fees in respect
of such examination and the preparation of such notice,
TO CARRY OUT WORKS ON NOTICE
12 WELL and substantially to commence (arid thereafter proceed diligently) to
repair and make good all defects and wants of reparation or other works of which
notice in writing shall be given to or left on the Demised Premises for the
Tenant by the Landlord and for which the Tenant is liable hereunder within one
calendar month after the giving or leaving of such notice (or forthwith in case
of emergency) and to complete such works of repair and making good or other
works within three calendar months after the giving or leaving of such notice
and if the Tenant fails to comply with any such notice it shall be lawful (but
not obligatory) for the Landlord (without prejudice to the rights of re-entry
hereinafter contained) to enter upon the Demised Premises to undertake the same
at the cost of the Tenant which cost shall be repaid by the Tenant to the
Landlord on demand together with all Solicitors' and Surveyors' charges and
other expenses reasonably incurred by the Landlord in connection therewith and
with Interest from the date of demand to the daze of payment.
TO PERMIT ENTRY FOR REPAIRS ETC.
13 TO permit the Landlord or any persons authorised by the Landlord and the
tenants and occupiers of any Adjoining Property or other neighbouring or
adjoining property at all
<PAGE> 23
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reasonable times and upon reasonable notice (except in case of emergency) to
enter upon the Demised Premises for the purpose of carrying out repairs,
decorations, alterations or other works to or upon such Adjoining Property or
any Other Buildings or other neighbouring or adjoining property or buildings
thereon or of cleansing or renewing the Pipes belonging to or serving the same
the person entering carrying out all such work with the minimum practicable
interference with the use and occupation of the Demised Premises by the Tenant
and making good To the Tenant all physical damage occasioned thereby to the
Demised Premises but so that no liability except in respect of entry personally
by the Landlord or the duly authorised representative of the Landlord shall
accrue against the Landlord.
TO PAY LANDLORD'S COSTS OF APPLICATION FOR LICENCES ETC.
14 TO pay on demand to the Landlord on an indemnity basis all costs, fees,
disbursements, charges and expenses (including without prejudice to the
generality of the foregoing those payable to counsel, solicitors, surveyors and
bailiffs) incurred by the Landlord in relation or incidental to:
14.1 Every application made by the Tenant for a consent or licence
required or made necessary by the provisions of this Lease whether the
same be granted or refused or proffered subject to any lawful
qualification or whether the application be withdrawn,
14.2 The Preparation and service of a notice under Section 146 of the
Law of Property Act 1925 or incurred in or in contemplation of
proceedings under Section 146 and 147 of that Act notwithstanding that
in any case forfeiture is avoided otherwise than by relief granted by
the Court.
14.3 Any steps taken in contemplation of or in connection with the
preparation and service of all notices and schedules relating to wants
of repair to the Demised Promises and whether served during or after
the end or sooner determination of the Lease Term (but relating in all
cases to such wants of repair that accrued no later than the expiration
or sooner determination of the Lease Term).
14.4 The recovery or attempted recovery of arrears of rents or other
sums due from the Tenant.
14.5 The preparation and endorsement of Memoranda hereon of any
increase in the rent following a review thereof.
USER, OCCUPATION ETC.
15 15.1 NOT to use the Demised Premises or any part thereof OT permit
or suffer the same to be used for a sale by auction public exhibition
show spectacle or gambling or for the sale or consumption of
intoxicating liquor or as a club or for any public or political meeting
nor to maintain use exercise or carry on or permit or suffer to be
maintained used exercised or carried on by an), person whomsoever upon
any part of the Demised Premises any noisy, noisome, dangerous, or
offensive trade or business whatsoever nor to keep or permit to be kept
any animal, fish, reptile or bird in the Demised Premises nor to
<PAGE> 24
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use the premises as a residence or as sleeping accommodation nor for
any purpose other than as offices within Class B1(a) of the Schedule to
the Town and Country Planning (Use Classes) Order 198? (notwithstanding
any amendment or revocation of such Order) (to the exclusion of any
other use or uses whether or not the same is permitted by the relevant
planning authority or is Permitted development under the Planning Acts)
PROVIDED that nothing in this clause shall amount to a representation
or warranty by the Landlord that any such use is or will remain a
permitted use within the provisions of the Town and Country Planning
Acts nor shall any consent which the Landlord may in its discretion
give to any change of use be taken as including any such representation
or warranty,
15.2 Not to leave the Demised Premises continuously unoccupied for more
than one month without
15.2.1 notifying the Landlord and
15.2.2 providing such caretaking or security arrangements as
the Landlord shall reasonably require and the Landlord's
insurers shall require in order to protect the Demised
Premises from vandalism, theft, damage or unlawful occupation.
NO ILLEGAL USE OR NUISANCE ETC.
16 16.1 NOT to use or permit or suffer the Demised Premises to be used for
any illegal or immoral purpose nor to do or permit or suffer anything
in or upon the Demised Premises or any part thereof which may be or
become a nuisance, annoyance or cause damage or inconvenience to the
Landlord or the tenants of the Landlord or other occupiers of any
Adjoining Property or other property in the neighbourhood.
16.2 Not to cause any land roads or pavements adjoining the Demised
Premises to become untidy or in a dirty condition or deposit thereon
any materials or refuse.
16.3 Not to stand, place, deposit or expose outside any building
forming part of the Demised Premises any goods, materials, articles or
things whatsoever for display or sale or for any other purpose other
than in waste receptacles or marked car parking bays designed for such
purpose.
16.4 Not to play or use any musical instrument, loudspeaker, tape
recorder, gramophone, record or compact disc player, radio or
television receiver or ocher equipment or apparatus that produces
excessive sound in the Demised Premises so as to be heard in any Ocher
Buildings or nearby premises or outside the Demised Premises if the
Landlord shall reasonably consider such sound to be undesirable and
shall give written notice to the Tenant to that effect.
DANGEROUS MATERIALS ETC.
17 NOT to keep or permit to be kept on the Demised Premises any materials or
liquid of a dangerous or explosive nature nor which might attack or in any way
injure by percolation, corrosion or otherwise the Demised Premises nor to do
permit or suffer anything which may
<PAGE> 25
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render the Landlord or the Tenant liable to any notice under any Public Health
Act for the time being in force or for any purpose or in any way which would
constitute a breach of any of the provisions of any statute for the time being
in force whether affecting the Landlord or any of its present or future property
(including the Demised Premises) to which may be in any way calculated to injure
any such property.
INSURANCE COVENANTS
18 18.1 NOT to do or suffer to be done anything which may render any
increased or extra premium payable for the insurance of the Demised
Premises or any Adjoining Property against loss or damage by any of the
Insured Risks or which may vitiate any policy for such insurance or for
any insurance of the Demised Premises and if at any time during the
Lease Term anything shall be done upon the Demised Premises which shall
cause the premium to be charged by any insurance office to exceed the
average current rate for the time being in force to give notice thereof
unto the Landlord and also to pay the extra premium so to be charged as
aforesaid for the insurance of the Demised Premises or any Adjoining
Property.
18.2 In the event of the Demised Premises being destroyed or damaged to
give notice thereof immediately to the Landlord stating (if possible)
whether and to what extent such destruction OT damage was brought about
directly or indirectly by all of the Insured Risks.
18.3 If at any time during the Lease Term the Demised Premises or any
part thereof shall be destroyed or damaged by any of the Insured Risks
and the insurance money shall become wholly or partly irrecoverable by
reason solely or in part of an art or default of the Tenant or any
person at the Demised Premises expressly or by implication with the
Tenant's authority then and in every such case the Tenant will
forthwith on demand pay to the Landlord the whole of the, cost to the
Landlord of completely rebuilding and/or reinstating the same together
with Interest thereon and in the event of any dispute arising out of
this clause the same shall be referred to arbitration in accordance
with the Arbitration Act 1996.
18.4 To maintain in force throughout the Lease Term insurance only
against damage to all plate glass to its full re-instatement value from
time to time in the Demised Premises and to produce to the Landlord on
demand the Policy relating to such insurance and evidence of payment of
the current premium.
18.5 To comply with the requirements and recommendations of the
Landlord's insurers and to keep the Demised Premises supplied with such
fire fighting equipment as the Landlord's insurers may require and the
fire authority may require and to maintain the same in proper and safe
working order.
18.6 To give notice to the Landlord forthwith upon the happening of any
event which might affect any insurance policy relating to the Demised
Premises.
<PAGE> 26
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18.7 Forthwith to notify the Landlord in writing of any conviction
judgment or finding of any Court or Tribunal relating to the Tenant (or
ally director, other officer or major shareholder of the Tenant) of
such a nature as to be likely to affect the decision of any insurer or
underwriter to grant or continue insurance of any of the Insured Risks.
18.8 If at any time the, Tenant shall be entitled to the benefit of any
insurance on the Demised Premises (which is not effected or maintained
in pursuance of any obligation herein mentioned) to apply all monies
received by virtue of such insurance in making good the loss or damage
in respect of which the same shall have been received.
RESTRICTIONS ON ASSIGNMENT AND UNDERLETTING
19 19.1 IN this clause 19 "Permitted Part" means any one complete floors
of the Demised Premises (excluding common parts).
19.2 Not to hold on trust for another or share or part with possession
or occupation of the whole or any part of the Demised Premises save
that the Tenant may part with or share possession or occupation of the
Demised Premises to or with a Group Company for so long as both
companies remain members of the same Group and otherwise than in a
manner that transfers or creates a legal estate or the relationship of
landlord and tenant.
19.3 Not to assign or charge any part of the Demised Premises as
distinct from the whole.
19.4 Not to underlet any part of the demised Premises other than a
Permitted Part PROVIDED THAT there may not be more than one sub-letting
of part of the Demised Premises subsisting at any one time.
19.5 Subject to and without prejudice to the obligations on the part of
the Tenant and the restrictions imposed by the following sub-paragraph
of this paragraph 19 not to assign or underlet or charge the whole of
the Demised Premises and not to underlet a Permitted Part without in
each and every case first obtaining the appropriate consent (such
consent not to be unreasonably withheld or delayed subject however in
the case of an underletting of a Permitted Part to the provisions of
clause 19.4 above).
19.6 Without prejudice to the right of the Landlord to withhold its
consent an any ground where such withholding of consent would be
reasonable the Landlord may withhold its consent to an assignment of
this Lease in the circumstances set out in paragraph 19.7 below or such
consent may be granted subject to the conditions set out in paragraph
19.8 below.
19.7 The circumstances referred to in paragraph 19.6 are:
19.7.1 Where any rents or other monies whatsoever due and
payable hereunder by the Tenant remain unpaid
19.7.2 Where neither the Landlord nor its surveyor nor its
solicitors has received an undertaking from the Tenant's
solicitors to pay all the Landlord's proper costs
<PAGE> 27
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arising in connection with the application for the licence to
assign (including without limiting the foregoing those of
solicitors and surveyors) and disbursements and VAT whether or
not the licence proceeds to completion (save where it is not
completed because the Landlord unlawfully withholds its
consent)
19.7.3 Where any works which the Tenant is or was required to
carry out as a condition of the grant of this Lease have not
been duly carried out in compliance with that requirement or
any time limit thereby imposed.
19.7.4 Where there subsists a material breach of any of the
covenants by the Tenant herein contained which the Tenant has
failed to remedy or the remedy of which has not been
adequately secured in a manner or on terms reasonably
acceptable to the Landlord.
19.7.5 Where in the Landlord's reasonable opinion an
assignment to the proposed assignee would reduce the open
market value of the Landlord's interest in the Demised
Premises or would adversely affect the ability of the Landlord
to dispose of such interest in the open market an the
assumption (whether or not a fact) that the Landlord wished to
sell such interest on the date of the Tenant's application for
consent for the assignment to the proposed assignee.
19.8 The conditions referred to in paragraph 19.6 are:
19.8.1 That the Tenant requesting consent to assign enters
into an authorised guarantee agreement (as defined in Section
16 of the Landlord and Tenant (Covenants) Act 1995) in the
terms contained in the Sixth Schedule hereto (with such
farther provisions as may be appropriate pursuant to paragraph
19.6).
19.8.2 That on an assignment to a limited company and if the
Landlord shall so require to procure that at least two
directors of the company or some other guarantor or guarantors
reasonably acceptable to the Landlord enter into direct
covenants with the Landlord in the form set out in the Fourth
Schedule hereto as if references therein to the Tenant were
references in the Assignee or otherwise in such form as the
Landlord shall require.
19.8.3 That on an assignment if the Landlord shall so require
to procure that at least two guarantors reasonably acceptable
to the Landlord enter into direct covenants with the Landlord
in the form set out in the Fourth Schedule hereto as if
references therein to the Tenant were references to the
Assignee or otherwise in such form as the Landlord shall
require.
19.8.4 That if the assignee is a company incorporated
elsewhere than in Great Britain or is an individual not
resident in Great Britain (whether or not with other
individuals who may be so resident) the assignee enters into a
separate deed with the Landlord which contains the following
provisions:
<PAGE> 28
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19.8.4.1 (if by a company) an agreement by the
assignee to register and remain registered pursuant
to Schedule 21A of the Companies Act 1995
19.8.4.2 an agreement by the parties that the rights
and obligations of the parties under this Lease and
all documents supplemental thereto shall be governed
by the laws of England.
19.8.4.3 an agreement on the part of the assignee
that any legal action or proceedings against the
assignee with respect to any matter arising under
this Lease and any document supplemental thereto may
be brought in the English Courts.
19.8.4.4 the irrevocable and unconditional acceptance
by the assignee of the non-exclusive jurisdiction of
the English Courts in relation to anything arising
under this Lease or any document supplemental
thereto.
19.8.4.5 an irrevocable appointment of and
authorisation to an agent in England or Wales to
accept service on behalf of the assignee in England
or Wales of any notice under this Lease or any
document supplemental thereto or under any statute
and/or process in die jurisdiction in the English
Courts in any legal action or proceedings arising
under this Lease or any document supplemental
thereto.
19.8.4.6 an agreement by the assignee that should the
Landlord bring any judicial proceedings in relation
to any matter arising under this Lease or any
document supplemental thereto no immunity from such
judicial proceedings from attachment to its property
or from execution of judgment shall be claimed by the
assignee or on the assignee's behalf with respect to
the property of the assignee and any such immunity is
and shall be waived by the assignee.
19.8.4.7 an agreement by the assignee that nothing in
the foregoing provisions should affect the right to
serve proceedings in any other manner permitted by
law or to commence any legal action or proceedings in
any other jurisdiction.
19.8.4.8 an agreement by the assignee that any order
declaration or other decision of the English Courts
may be enforced in the duly constituted Court of the
country in which the assignee (being a company) is
incorporated or (being an individual) is resident or
in the Courts of any other country in which the
assignee has assets and an undertaking by the
assignee to submit to the jurisdiction of such
Courts.
19.9 Not to underlet the whole of the Demised Premises or a Permitted
Part at less than the full Rack Rental Value for the time being or the
rent then payable under this Lease (whichever is the greater) (or a
proportionate part of whichever is the greater in the case
<PAGE> 29
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of an underletting of a Permitted Part) and without: taking a fine or
premium or any consideration or money or moneys worth and not at any
time during the Lease Term to be a party, or privy to any agreement or
arrangement for commutation in whole or in part of an annual rent
reserved and made payable on any underletting of the Demised Premises.
19.10 Prior to any permitted underletting to procure that the
underlessee enters into direct covenants with the Landlord as follows:
19.10.1 While the underlessee is bound by the underlessee's
covenants in the underlease together with and additional
period during which the underlessee is bound by an authorised
guarantee agreement to observe and perform all the tenant
covenants and other provisions of this Lease (other than the
payment of rents).
19.10.2 An unqualified covenant by the underlessee that the
underlessee will not assign, underlet, charge, hold on trust
for another, part with nor share the possession or occupation
of part only of the sub-demised premises or underlet, hold on
trust for another, part with nor share possession or
occupation of the whole of the sub-demised premises and
19.10.3 That the underlessee will not assign or charge the
whole of the sub-demised premises without the appropriate
consent.
19.11 To ensure that any underlease of the Demised Premises or a
Permitted Part shall contain:
19.11.1 A covenant by the underlessee to assign, underlet or
share or part with possession or occupation of any part of the
sub-demised premises (as distinct from the whole) and not to
underlet share or part with possession or occupation of the
whole of the sub-demised premises by way of an assignment
thereof.
19.11.2 A covenant by the underlessee not to assign or charge
the whole of the sub-demised premises without the appropriate
consent.
19.11.3 Such covenants by the underlessee as will prohibit the
underlessee from doing or suffering any act or thing which
will contravene any of the Tenant's obligations in this Lease.
19.11.4 A covenant requiring the assignee on any assignment of
the underlease to enter into direct covenants with the
Landlord to the same effect as those contained in paragraph
19.10.1.
19.11.5 A covenant requiring on each assignment of the
underlease that the assignor enters into an authorised
guarantee agreement in favour of the Landlord in the terms set
out in the Sixth Schedule but adapted TO M= the circumstances
in which the guarantee is given.
<PAGE> 30
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19.11.6 Provisions for review of the rent reserved by the
underlease (which the Tenant hereby undertakes to operate and
enforce) corresponding both as to terms and periodicity with
the provisions set out in this Lease for revision of the rent
hereby reserved PROVIDED THAT the review of the rent reserved
by any underlease shall not be concluded prior to the final
determination of the review of the rent reserved by this Lease
on a corresponding Review Date.
19.11.7 A condition for re-entry on breach of any covenant on
the part of the underlessee.
19.11.8 An agreement to exclude the provisions of Sections 24
to 28 of the Landlord and Tenant Act 1954 in relation to such
underlease and that agreement shall have been duly authorised
beforehand by the Court.
19.12 In the event of any breach non-performance or non-observance of
any of the provisions contained or referred to in this Lease by any
underlessee of the Tenant the Tenant will forthwith on discovering the
same take all necessary steps and proceedings at its own expense to
remedy the same.
19.13 Upon every application for the appropriate consent to disclose to
the Landlord such information as to the terms proposed as the Landlord
may reasonably require.
19.14 In this paragraph 19 "the appropriate consent" means in relation
to any consent required by the Tenant under the terms of this Lease the
consent in writing of the person entitled to the reversion expectant
thereon and their mortgagee (if any) and in relation to any consent
required by the terms of any underlease such Consent as aforesaid and
the consent in writing of the person entitled to the reversion
expectant thereon and their mortgagee (if any).
TO REGISTER ASSIGNMENT ETC.
20 20.1 WITHIN fourteen days after every assignment transfer or
underletting or the assignment of an underlease or after any devolution
by will or otherwise or after the creation or discharge of any,
mortgage or charge affecting the Demised Premises or any part thereof
to produce for registration with the Landlord's solicitors the original
or a certified copy of the assignment, underlease, instrument or other
evidence of such devolution mortgage or charge and to pay the
Landlord's solicitors reasonable fee being a minimum of THIRTY FIVE
POUNDS (Pound Sterling35.00) for the registration of every such
document or devolution plus Value Added Tax.
LIMITATIONS OF SIGNS, EXTERNAL DISPLAYS ETC.
21 21.1 NOT without the previous consent in writing of the Landlord
such consent not to be unreasonably withheld or delayed to erect place
affix or display or suffer to be erected placed affixed or displayed
any aerial, sign, signboard, advertisement, hoarding, fascia, placard,
bill, notice or other notification whatsoever, whether by a display of
lights or otherwise, in or upon the Demised Premises other than a
signboard setting forth the name
<PAGE> 31
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of the Tenant and the trade or business carried on upon the Demised
Premises which in the opinion of the Landlord is of reasonable size and
appropriate to such trade or business and the Demised Premises.
21.2 Not to display any flashing lights in the Demised Premises that
can be seen from outside the Demised Premises nor to display any other
lighting arrangement that can be seen from outside the Demised Premises
if the Landlord shall consider such lighting to be undesirable and
shall give written notice to the Tenant to that effect.
NOT TO LOSE EASEMENTS OR PERMIT ADVERSE RIGHTS TO BE ACQUIRED
22 22.1 NOT to do or suffer or permit to be done or suffered anything
whereby any right of light or air or other easements belonging to the
Demised Premises may be endangered or interfered with or lost and not
to permit any new window, light, opening, doorway, path, passage, drain
or other encroachment or easement to be made or acquired in against out
of or upon the Demised Premises or any part thereof and in the event of
any other person or persons doing any act or thing whereby such right
of light or air or other easement is or may be endangered interfered
with or lost or if any such window, light, opening, path, passage,
drain or other encroachment or easement shall be made or acquired or
attempted to be made or acquired against out of or upon the Demised
Premises or any part thereof forthwith to notify the Landlord and at
the Landlord's cost to take such action at law or otherwise as may seem
reasonably necessary to the Landlord in the name of the Tenant either
alone or jointly with the Landlord for the protection of their
respective rights and interests in the Demised Premises and for
preventing any such encroachment or the acquisition or any such
easement.
22.2 Not to stop up darken or obscure (ocher than temporarily) any
windows or lights belonging to the Demised Premises or any window or
light of any other premises belonging to the Landlord.
INDEMNITIES
23 TO be responsible for and to indemnify and keep indemnified the Landlord from
and against all loss, damage, actions, proceedings, suits, claims, demands,
costs, losses, damages, liability and expense made against or incurred by the
Landlord
23.1 In respect of any injury to or the death of any person or damage
to any Property movable or immovable by reason of or arising in any way
directly or indirectly out of the repair or state of repair of the
condition of or the existence of any alteration to or the user of the
Demised Premises and
23.2 Any act, omission or negligence of the Tenant or any persons at
the Demised Premises expressly or by implication with the Tenant's
authority and
23.3 Any breach or non-observance by the Tenant of the covenants
conditions or other provisions of this Lease.
<PAGE> 32
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TO PERMIT NOTICES FOR RELETTING
24 TO permit the Landlord during the last six months of the Lease Term (or
sooner if the rents or any part thereof shall be in arrear and unpaid for
upwards of one calendar month) to affix and retain without any interference upon
any part, of the Demised Premises a notice for reletting the same and during
such period to permit persons with authority from the Landlord or its agent at
reasonable times of the day upon prior appointment being made for the purpose to
view the Demised Premises.
SALE ETC. OF REVERSION ETC.
25 TO permit upon reasonable notice at any time during the Lease Term
prospective purchasers of or dealers in or mortgagees of or agents or
representatives or surveyors of prospective mortgagees instructed in connection
with the sale or mortgage of the Landlord's reversion or of any interest
superior to the Lease Term to enter and view the Demised Premises without
interruption PROVIDED the same are authorised by the Landlord or its agents.
STATUTORY REQUIREMENTS ETC.
26 26.1 TO do and execute all such works as may under the Clean Air Act
1956, the Offices Shops and Railway Premises Act 1963, the Defective
Premises Act 1972, The Fire Precautions Act 1971, the Factories Act
1961, the Health and Safety at Work etc. Act 1974 or any other statute
be directed or required to be executed at any time during the Lease
Term upon or in respect of the Demised Premises or any part thereof
whether by the landlord or Tenant or any fixtures, machinery plant or
chattels for the time being affixed thereto or being thereupon or used
for the purpose thereof or in respect of the use to which the Demised
Premises are being put by the landlord or tenant thereof and to keep
the Landlord fully and effectually indemnified in respect of any
expenditure which may be required to be incurred in regard thereto.
26.2 Not to do anything by reason of which the Landlord may under any
statute incur or have imposed upon the Landlord or become liable to pay
any damages, compensation, costs, charges or expenses.
26.3 At all times during the Lease Term at the expense of the Tenant to
comply with all recommendations from time to time of the appropriate
authority in relation to fire precautions affecting the Demised
Premises.
26.4 Without prejudice to the generality of the foregoing to comply in
all respects with the provisions of any statutes and any other
obligations imposed by law or by any bye laws applicable to the Demised
Premises or in regard to carrying on the trade or business for the time
being carried on by the Tenant on the Demised Premises.
TO GIVE NOTICE OF DEFECTS
27 TO give notice to the Landlord of any defect in the Demised Premises which
might give rise to an obligation on the Landlord to do or refrain from doing any
act or thing in order to
<PAGE> 33
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comply with the provisions of this Lease or the duty of care imposed on the
Landlord pursuant to the Defective Premises Act 1972 or otherwise and at all
times to display and maintain all notices which the Landlord may from time to
time reasonably require to be displayed at the Demised Premises.
TO COMPLY WITH OFFICIAL NOTICES
28 THAT upon the receipt of any notice, order, requisition, direction or other
things from a competent authority affecting or likely to affect the Demised
Premises or any part thereof (whether the same shall be served directly on the
Tenant or the original or a copy thereof be received from any underlessee or
other person whomsoever) the Tenant will so far as such notice, requisition,
direction or other thing or the Act, regulation, order or other instrument under
and by virtue of which it is issued or the provisions of this Lease require the
Tenant so to do comply therewith at its own expense and will as soon as possible
after the receipt of the same deliver to the Landlord two copies of any such
notice, order, requisition direction or other thing.
PLANNING ACTS
29 IN relation to the Planning Acts (an application for permission consent or
approval under such Acts being hereinafter referred to as a "planning
application" and "development" having the meaning assigned thereto in Section 55
of the Town and Country Planning ACL 1990 or that meaning as it may be (or have
been) amended or re-enacted from time to time or any meaning from time to time
substituted for that meaning):
29.1 At all times during the subsistence of this Lease to comply with
all requirements of or having validity under the Planning Acts and to
keep the Landlord indemnified against all liability whatsoever
including costs and expenses in respect of any contravention.
29.2 Not to make any planning application for development or carry out
or cause to be carried out any development on the Demised Premises
without the previous written consent of the Landlord.
29.3 Forthwith upon receipt of any notice or order or any proposal for
the same from a planning authority or statutory authority to give full
particulars thereof to the Landlord and if required to produce such
notice order or proposal to the Landlord and at the request of the
Landlord to make or join with the Landlord in making at the Landlord's
cost such objection or representation as the Landlord shall reasonably
deem expedient.
29.4 Unless the Landlord otherwise directs in writing to carry out
before the end of the Lease Term (disregarding any statutory
continuation thereof) any development begun upon the Demised Premises
with the Landlord's consent in respect of which the Landlord shall or
may be or become liable for any charge or levy under the Planning Acts
and any works required to be carried out to the Demised Premises, on or
by a date subsequent thereto by reason of any limitation or condition
imposed by a planning permission consent or approval or if the work
cannot lawfully be done before the end of the Lease Term to pay to the
Landlord the estimated cost of carrying it out provided that if
<PAGE> 34
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application to the Court has been made for a new tenancy under Part II
of the Landlord and Tenant Act 1954 this sub-clause shall apply to the
date on which the tenancy as continued under the Act comes to an end.
29.5 So often as occasion shall require at the expense in all respects
of the Tenant to obtain from the appropriate authorities all such
permissions licences and consents (if any) as may be required for the
carrying out by the Tenant of any works to or operations on the Demised
Premises or the institution or continuance by the Tenant thereon of any
use thereof which may constitute development within the meaning of the
Planning Acts.
29.6 To pay and satisfy any charge or levy that may hereafter be
imposed under the Planning Acts in respect of the carrying out or
maintenance by the Tenant of any such works or operations or the
institution or continuance by the Tenant of any such use as aforesaid.
29.7 In any case where a planning permission is granted subject to
conditions and if the Landlord reasonably so requires to provide
security for the compliance with such conditions and not to implement
the planning permission until such security has been provided.
29.8 If reasonably required by the Landlord but at the cost of the
Tenant to appeal against any refusal of planning permission or the
imposition of any conditions in a planning permission relating to the
Demised Premises following an application by the Tenant.
29.9 Notwithstanding any consent which may be granted by the Landlord
under this Lease not to carry out or make any alteration or addition to
the Demised Promises or any change of use thereof (being an alteration
or addition or change of use which is prohibited by or for which the
Landlord's consent is required to be obtained under this Lease and for
which a planning permission needs to be obtained) before a planning
permission therefor has been produced to the Landlord and acknowledged
by the Landlord in writing (such acknowledgement not to be unreasonably
withheld) as satisfactory to the Landlord BUT so that the Landlord may
refuse so to express such satisfaction with any planning permission on
the ground that the period thereof or anything contained therein or
omitted therefrom in the reasonable opinion of the Landlord's Surveyor
would be likely to be prejudicial to the Landlord's interest in the
Demised Premises or any Adjoining Property whether during or at the end
or sooner determination of the Lease Term.
TO PAY LANDLORD DUE PROPORTION OF COMPENSATION
30 TO pay or procure the payment to the Landlord of the due and proper portion
of any compensation paid to the Tenant or payable consequent upon any notice
served or application refused by any governmental or local authority in respect
of the Demised Premises or the user thereof. In the event of any dispute arising
out of this Clause the same shall be referred to arbitration in accordance with
the Arbitration Act 1996.
<PAGE> 35
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NEW GUARANTOR
31 WITHIN fourteen days of the death during the Lease Term of any Guarantor or
of any Guarantor becoming bankrupt or having a receiving order made against him
or being a Company passing a resolution to wind up or entering into liquidation
or having a receiver appointed to give notice of this to the Landlord and if so
required by the Landlord at the expense of the Tenant within twenty tight days
of such request being made in writing to the Tenant to procure some other person
acceptable to the Landlord to execute a guarantee in respect of the Tenant's
obligations contained in this Lease such guarantee to be in the form set out in
the Fourth Schedule hereto.
LANDLORD'S RIGHTS
32 TO permit the Landlord and all persons authorised in writing by the Landlord
(including agents, professional advisers, contractors, workmen and others) at
all times during the Lease Term to exercise without interruption or interference
any of the rights granted to the Landlord by virtue of the provisions of this
Lease.
PLANS, DOCUMENTS, ETC.
33 33.1 TO retain a copy of the Demised Premises Health and Safety File
upon the Demised Premises (receipt of which is acknowledged by the
Tenant) and to maintain the said file and the original (in the
Landlord's possession) in accordance with The Construction (Design and
Management) Regulations 1994 and if called upon so to do to produce to
the Landlord or the Landlord's Surveyor the Health and Safety File
together with all information, plans, documents and other evidence as
the Landlord may require in order to be satisfied that the provisions
of the said Regulations and of this Lease have been complied all at the
Tenant's expense.
33.2 If called upon so to do to furnish to the Landlord the Landlord's
Surveyor or any ocher surveyor acting for the Landlord or any surveyor
or other person to acting to the Rack Rental Value of the Demised
Premises under the provisions for rent review in this Lease such
information as may be requested in writing in relation to any pending
or intended step under the Landlord and Tenant Act 1954 or the
implementation of the rent review provisions in this Lease.
TO YIELD UP
34 34.1 AT the expiration or sooner determination of the Lease Term to
yield up the Demised Premises with vacant possession and in such good
and substantial repair as is in accordance with the terms of this Lease
TOGETHER WITH the Landlord's fixtures and fittings whole undefaced and
fit for use and to give lip all keys of the Demised Premises to the
Landlord and to remove all lettering and signs erected by the Tenant in
or upon or near the Demised Premises and all Tenant's fixtures and
fittings furniture and effects and forthwith to make good any damage
caused by such removal.
<PAGE> 36
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34.2 If at the expiration or sooner determination of the Lease Term the
Demised Premises are not in the state of repair and redecoration in
which they should be having regard to the Tenant's covenants and
conditions contained in this Lease the Tenant shall (if so required by
the Landlord) pay to die Landlord on demand by way of liquidated
damages
34.2.1 such sum as shall be certified by the Landlord's
Surveyor to represent the cost of putting the Demised Premises
into the state of repair and redecoration in which they should
have been had the Tenant complied with the terms of this Lease
TOGETHER WITH rent at the rate prevailing at the expiration or
sooner determination of the Lease Term that would have been
payable under this Lease If the Lease Term had been extended
for such period as is reasonably necessary to put the Demised
Premises in to the state of repair and decoration in which
they should have been and
34.2.2 the fees of the Landlord's Surveyor for the preparation
and service of a Schedule of Dilapidations and the preparation
and issue of the said certificate.
INDEMNITY IN RESPECT OF DOCUMENTS CONTAINED IN FIFTH SCHEDULE
35 TO observe and perform the agreements, covenants and other matters contained
or referred to in the documents (if any) specified in the Fifth Schedule and to
indemnify the Landlord against all costs, charges, expenses, damages, breaches
and future liabilities arising from them.
THE FOURTH SCHEDULE
(THIRD SCHEDULE CLAUSES 19 AND 31)
COVENANTS BY THE GUARANTOR
1 IN this Schedule "Liability Period" means:
1.1 In the case of any guarantor required pursuant to clause 19.8.2 and
19.8.3 of the Third Schedule the period during which the relevant
assignee is bound by the tenant covenants of this Lease together with
any additional period during which that assignee is liable under an
authorised guarantee agreement and
1.2 In the case of any guarantor under an authorised guarantee
agreement the
<PAGE> 37
DATED May 24, 1999
BALSTONE ESTATES LIMITED
-- to --
3 dfx INTERACTIVE INC. OF TEXAS
(STB SYSTEMS, INC.)
COUNTERPART
LICENSE
RELATING TO
MERIDIAN HOUSE
2/4 THE GROVE, SLOUGH
BERKSHIRE
THIS LICENSE is made the 24th day of May, _______, One thousand nine hundred and
ninety nine BETWEEN BALSTONE ESTATES LIMITED (company registration number
1098614) whose registered office is at "Sorbon", Aylesbury End, Beaconsfield,
Buckinghamshire, HP9 1LW (hereinafter called "the Landlord") of the one part and
3dfx INTERACTIVE of Texas (STB Systems, Inc.) incorporated in Texas USA (company
registration number 75-1855896) whose registered office is at 3400 Waterview
Parkway, Richardson, Texas 75080 USA, and whose address for service in the
United Kingdom is Meridian House 2-4 The Grove Slough Berkshire
(hereinafter called "the Tenant") of the other part.
WHEREAS
(1) This Licence is supplemental to a Lease (hereinafter called "the Lease")
short particulars of which appear in the First Schedule hereto whereby ALL THAT
the premises specified in the
<PAGE> 38
Second Schedule hereto (hereinafter called "the Premises") were demised for the
term of Ten years from the day of One thousand nine hundred and ninety
nine subject to the payment of the rents reserved by and the performance and
observance of the covenants on the Lessee's part and the conditions contained in
the Lease.
(2) The reversion immediately expectant on the determination of the term of
years granted by the Lease remains vested in the Landlord and the unexpired
residue of the said term of years remains vested in the Tenant.
(3) The Lease contains provisions (inter alia) prohibiting the Tenant from
carrying out alterations or additions to the Premises PROVIDED THAT the Tenant
may with the prior written consent of the Landlord carry out works of alteration
of a non-structural nature.
(4) The Tenant has applied to the Landlord for consent to carry out the works
described in the Third Schedule hereto and the Landlord has agreed to the Tenant
carrying out such works subject to the terms and conditions (including the
obligation to re-instate the Premises) hereinafter appearing.
NOW THIS DEED WITNESSETH as follows:
1 SUBJECT to the conditions herein contained and to all rights of any person not
a party to this Licence the Landlord HEREBY GRANTS to the Tenant its Licence and
Consent pursuant to clause 7.1 of the Third Schedule to the Lease to carry out
and complete the works described in the Third Schedule hereto ("the Permitted
Works").
2 IN consideration of the Licence hereinbefore contained and granted the Tenant
HEREBY COVENANTS with the Landlord as follows:
2.1 To carry out the Permitted Works as soon as is practicable in
accordance with the plans and specification (if any) referred to in the
Third Schedule and in a good and workmanlike manner with due diligence
and speed to the satisfaction of the Landlord and the Landlord's
Surveyor.
2.2 During the execution of any of the Permitted Works:
2.2.1 To keep all materials and equipment stored inside the
Premises
2.2.2 Not to cause or permit:
2.2.2.1 Any damage disturbance annoyance nuisance or
inconvenience whether by noise dust vibration the
emission of smoke fairies or effluvia or otherwise to
the Landlord or to the owners or occupiers of any
adjoining or neighbouring property.
2.2.2.2 Any damage or disturbance to or weaken or
render unsafe the structure of the Premises or any
adjoining or neighbouring property or any plant or
machinery at the Premises.
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2.2.2.3 The infringement interruption or destruction
of any right easement or privilege
2.2.2.4 The interruption of any service to or from
adjoining or neighbouring property.
2.3 To insure and keep insured with the insurers with whom the Premises
are for the time being insured ("the Insurers"):
2.3.1 All parts of the Permitted Works from time to time
executed and all unfixed materials and goods at the Premises
intended for the Permitted Works from the date of their
commencement to the date of their completion in the joint
names of the Landlord and the Tenant against loss or damage by
fire lightning explosion storm tempest flood bursting or
overflowing of water tanks apparatus or pipes earthquake
aircraft and other aerial devices or articles dropped from
aircraft or other aerial devices riot and civil commotion and
such other risks as the Landlord may from time to time require
in the full reinstatement or replacement value it being agreed
that all money received under any policy relating to such
insurance shall be applied in restoring replacing and
reinstating such works materials and goods the Tenant making
up any deficiency out of the Tenant's own money.
2.3.2 Without prejudice to clause 2.5.2 the Landlord and the
Tenant in a sufficient sum against all liability actions
proceedings costs claims demands and expenses whatever in
respect of personal injury to or the death of any person or
damage to any property real or personal however arising out of
or in the course of or as a result of the execution of the
Permitted Works or any part of them and to supply the Landlord
on demand a copy or copies of the policy or policies relating
to such insurance and the receipts or other evidence of
payment of the current premium.
2.4 2.4.1 To pay to the Landlord on demand and to indemnify the
Landlord against any increased or extra premium payable in
respect of the insurance of the Premises or any adjoining or
neighbouring property as a result of the execution or
retention of the Permitted Works or any part of them.
2.4.2 To indemnify the Landlord against all liability actions
proceedings claims demands costs and expenses whatsoever
(including without limitation those in respect of personal
injury to or the death of any person or any injury or damage
to any property real or personal) however arising whether
directly or indirectly as a result of the grant of or any
failure by the Tenant to comply with the covenants and
conditions contained in this Licence the commencement
execution or retention of the Permitted Works or any part of
them the state and condition of tile Premises whether during
or after tile execution of the Permitted Works or the
existence operation or use of any apparatus machinery
substance or thing on the Premises in connection with the
Permitted Works.
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2.5 On completion of all the Permitted Works to remove all debris and
equipment from the Premises make good any damage caused to the Premises
or any adjoining or neighbouring property of the Landlord by the
execution of the Permitted Works and to reinstate the same to the
satisfaction of the Landlord's Surveyor.
2.6 To pay on demand to the Landlord and indemnify the Landlord against
all costs charges fees disbursements and expenses of the Landlord
(including those of tile Landlord's Solicitors and Architects or
Surveyors where appropriate and Agents and any other professional
advisers (and including in each case any Value Added Tax) of and
incidental to the preparation execution and completion of this Deed (in
duplicate) the approval of the plans and specifications and other plans
which may be required and the superintendence of the Permitted Works
and otherwise howsoever (without limitation) in relation to matters
arising under this Deed.
2.7 2.7.1 That the Tenant has obtained or will obtain forthwith
all necessary permissions and consents from all competent
local and other authorities and will comply with all Acts of
Parliament and any regulations rules or orders made thereunder
and any bye-laws in respect of the Permitted Works and will
carry out and maintain the Permitted Works in accordance
therewith and without prejudice to the generality of the
foregoing in accordance with any applicable planning
permission the Building Regulations and the requirements of
the Fire Officer.
2.7.2 Subject to any statutory direction to the contrary to
pay and satisfy any charge or levy which may be imposed under
the Town and Country Planning Act 1990 or any other statute in
respect of the commencement execution or retention of the
Permitted Works or any part of them.
2.7.3 To observe and perform the obligations set out in the
Fourth Schedule relating to health and safety.
2.8 That the Tenant shall give to the Landlord at least seven days'
written notification of the Tenant's intention to commence the
Permitted Works and will further notify the Landlord forthwith of
completion of the Permitted Works.
2.9 To permit the Landlord and the Landlord's Architects Surveyors
Agents and workmen to enter the Premises at all times for any purpose
in connection with this Licence or any of the Permitted Works.
2.10 That the Tenant will at the expiration or sooner determination of
the Lease (unless released in writing by the Landlord from compliance
with this stipulation) at its own cost and expense reinstate and make
good the Premises and restore the same to the same state and condition
as they are now and as if the said works had not been made and such
reinstatement shall be carried out under the supervision and to the
satisfaction of the Landlord's Architects or Surveyors whose costs
shall be home and paid for by the Tenant and without prejudice to any
other right of the Landlord the Tenant shall pay to the Landlord a sum
equivalent to the loss of rent incurred by the Landlord during such
period as the works of reinstatement are being carried out.
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3 NOTHING herein contained shall be deemed to authorise any further alterations
or works to the Premises or any part thereof or in any way lessen the liability
of the Tenant to the Landlord under the Tenant's covenants contained in the
Lease or waive or be deemed to waive any breach thereof which may have occurred
prior to the date of this Licence.
4 AS and when the Permitted Works shall have been completed all the Tenant's
covenants provisions and agreements contained in the Lease shall be applicable
to the Premises in their then altered state in the same manner and as fully and
extensively as if the Premises had continued in the same state as the Premises
were in prior to the completion of the Permitted Works.
5 THE proviso for re-entry contained in the Lease shall be exercisable upon any
breach of any of the covenants hereof as well as upon any breach of any of the
covenants and conditions in the Lease.
6 IT IS HEREBY EXPRESSLY AGREED that:
6.1 All sums payable by the Tenant under this Licence shall be
recoverable as rent in arrear.
6.2 If the Permitted Works are not commenced within eight weeks of the
date hereof the provisions of this Licence save for Clauses 2.7 and 6.1
shall determine and cease to have effect as of that date.
6.3 The alterations and additions comprised in the Permitted Works are
not improvements for the purposes of the Landlord and Tenant Act 1927
Part I and are carried out by the Tenant to suit its own personal
requirements and neither the Tenant or any other person shall be
entitled to compensation in respect thereof at the expiry or sooner
determination of the Lease or at any other time.
6.4 For the purpose of rent revision or for the calculation of the
rental value or for any other purposes the net useable area of the
Premises shall be deemed to be that as at the commencement of the Lease
and any reduction in the useable area caused by the Permitted Works
shall be ignored.
6.5 Without prejudice to any other remedy of the Landlord if the Tenant
is in breach of any of its obligations under this Licence the Landlord
may serve notice on the Tenant specifying the breach and if such breach
is not remedied within a reasonable time the Landlord may either serve
a notice on the Tenant requiring the Tenant to reinstate the Premises
or itself remedying the breach at the expense of the Tenant.
7 This document shall be treated as having been executed and deliver as a deed
only upon being dated.
IN WITNESS whereof this License has been executed as a Deed by the
parties hereto the day and year first before written.
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-41-
THE FIRST SCHEDULE
THE LEASE
DATE PARTIES TERM
Balstone Estates Limited (1) Ten years from the
3dfx Interactive Inc. (2) day of 1999
THE SECOND SCHEDULE
THE PREMISES
Meridian House 2/4 The Grove Slough Berkshire