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EXHIBIT 10.20
DATED 1st December 1995
X X XXXX & SON (HOME FARM) LIMITED
- to -
ECC SIMULATION LIMITED
- and -
ECC INTERNATIONAL CORP
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AGREEMENT
- relating to -
Xxxx 0 Xxxx Xxxx Xxxxxxxx Xxxxxx
Xxxxx Xxxx Brighton East Sussex
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[XXXXXXXX XXXXXXX SOLICITORS LOGO]
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THIS AGREEMENT dated the 1st December, 1995
BETWEEN:
(1) X X XXXX & SON (HOME FARM) LIMITED whose registered office is situate at
X X Xxxx Business Centre Reeds Xxxx Xxxxxx Common West Sussex; and
(2) ECC SIMULATION LIMITED whose registered office is situate at Kingston
Wharf Brighton Road Shoreham by Sea West Sussex
(3) ECC INTERNATIONAL CORP a company incorporated in the State of Delaware and
whose principal place of business is at 000 Xxxxxxxxx Xxxxxx Xxxxx XX
00000-0000 XXX
1. DEFINITIONS
1.1 In this agreement the following terms shall have the following meanings
1.1.1 "Completion Date" means not later than five Working Days
from the latest of (1) 25th March 1998
and (2) the date twenty Working Days
after the date the Landlord notifies
the Tenant that the Premises are vacant
and (3) if a Repairs Notice is served
by the Tenant pursuant to clause 4.2
hereof ten Working Days after the date
the Landlord notifies the Tenant of
completion of the works pursuant to
clause 4.4 hereof
1.1.2 "Existing Unit 1 Lease" means a lease of the Premises dated
25th March 1994 made between (1) the
Landlord (2) Systems Support
Corporation International Limited and
(3) Carterhouse Group PLC which lease
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contains inter alia an agreement excluding the
provisions of Sections 24 to 28 (inclusive) of
the Landlord and Xxxxxx Xxx 0000 as authorised
by a Court Order obtained prior to the grant
thereof and an option for the Landlord to
determine the lease on 24th March 1998 by
giving notice to this effect to the tenant at
any time before 25th March 1997
1.1.3 "Initial Rent" means the sum of ONE HUNDRED THOUSAND POUNDS
(Pound Sterling 100,000) a year exclusive of
Value Added Tax
1.1.4 "Landlord" means X X Xxxx & Son (Home Farm) Limited or
such other person as shall from time to time
be or become the headlessee estate owner of
the Premises
1.1.5 "Lease" means the Lease of the Premises to be granted
by the Landlord to the Tenant pursuant to this
agreement if the Option is exercised by the
Tenant such lease to be in the form of the
draft Lease attached hereto
1.1.6 "Option" means the option to take the Lease of the
Premises at the Initial Rent (subject to
upward review) which is exercisable by the
Tenant in the manner described in clause 3
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1.1.7 "Option Period" means the period from the date
of this agreement until 25th
February 1997
1.1.8 "Premises" means the land with the
building erected thereon or on
some part thereof known as
Xxxx 0 Xxxx Xxxx Xxxxxxxx
Xxxxxx Home Farm Road Brighton
East Sussex as the same are
more particularly described in
the Lease
1.1.9 "Rent Commencement Date" means the Completion Date or
(if applicable) Five Working
Days from the date of the
Landlord's notice given to the
Tenant pursuant to clause 5.2
hereof whichever is the later
1.1.10 "Repairs Notice" means a notice served by the
Tenant pursuant to clause 4.2
hereof
1.1.11 "The Surety" means ECC International Corp
1.1.12 "Tenant" means ECC Simulation Limited
1.1.13 "Term Commencement Date" means 25th March 1998
1.1.14 "Working Day" means a day falling on and
between Monday and Friday upon
which clearing banks in the City
of London are open for normal
business
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1.2 References to a clause or other provision of this agreement shall
be to that so numbered or otherwise identified in this agreement unless
a contrary intention is expressed
1.3 Clause headings are to be ignored for the purposes of interpretation
1.4 References to any statute shall include a reference to any modification
or re-enactment thereof
1.5 At any time when the Landlord or the Tenant comprise two or more
persons such expression shall include all and any of such persons and
obligations expressed or implied to be made by or with any of them
shall be deemed to be made by or with such persons jointly and severally
2. AGREEMENT
In consideration of the sum of ONE POUND (Pound Sterling 1) paid by the Tenant
to the Landlord (receipt of which the Landlord acknowledges) the Tenant shall
have the option of taking up the lease of the Premises for a term commencing on
the Term Commencement Date and expiring on 24th June 2016 at the Initial Rent
(subject to upward review as provided for in the Lease)
3. EXERCISE OF THE OPTION
3.1 The Option shall be exercisable by notice in writing from the Tenant to
the Landlord at any time during the Option Period
3.2 If the Option shall be exercised:-
3.2.1 The Landlord shall grant to the Tenant and the Tenant shall
accept the Lease for a term commencing on the Term Commencement
Date and expiring on 24th June 2016 at the Initial Rent
(subject to upward review as provided for in the Lease) and the
First Reserved Rent (as defined in the Lease) shall commence to
be payable on the Rent Commencement Date and
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the Landlord shall duly execute the original and deliver it to
the Tenant and the Tenant and the Surety shall duly execute
the counterpart and deliver it to the Landlord; and
3.2.2 The Landlord shall within 10 Working Days of the exercise of
the Option serve a notice on the tenant under the Existing Unit
1 lease to determine that lease on 24th March 1998 and if the
Tenant under the Existing Unit 1 lease does not vacate the
Premises by 25th March 1998 the Landlord shall use its best
endeavours to obtain possession of the Premises as soon as
reasonably practicable
4. CONDITION OF PREMISES
4.1 The Landlord will give the Tenant notice in writing when the Premises
are vacant and shall for a period of 20 Working Days from the date of
such notice afford the Tenant all necessary facilities and access to the
Premises to enable the Tenant and its surveyor to satisfy themselves
that the Premises (including the Main Structure (as defined in the
Lease) and all fixtures fittings plant machinery and apparatus belonging
thereto and the walls fences drains appurtenances and decorations
thereof) are in good and substantial repair and condition and cleansed
4.2 The Tenant may within 20 Working Days from the date of the Landlord's
notice given pursuant to clause 4.1 hereof (time to be of the essence)
give a notice to the Landlord if the Tenant does not consider on
reasonable and proper grounds that the Premises (including the Main
Structure (as defined in the Lease) and all fixtures fittings plant
machinery and apparatus belonging thereto and the walls fences drains
appurtenances and decorations thereof) are in good and substantial
repair and condition and cleansed and at the same time shall give full
details of its reasons for such conclusion
4.3 Upon service of a Repairs Notice the Landlord and the Tenant will
endeavour to resolve what if any action should be taken but if they
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cannot or do not do so the objections not so resolved are to be
submitted to an independent chartered building surveyor who shall act as
an expert such independent chartered building surveyor to be appointed
by the parties or failing agreement appointed on the request of either
party by the President for the time being of the Royal Institution of
Chartered Surveyors and such independent chartered building surveyor
shall:-
4.3.1 afford to the parties the opportunity to make representations in
writing and in reaching his decision he shall consider any
written representations made by or on behalf of the parties
hereto which are received by him within 10 Working Days after
they have been afforded such opportunity and each party shall be
entitled to receive a copy of any such written representations
made by or on behalf of the other party and within 5 Working
Days of such receipt to make written counter representations;
and
4.3.2 be entitled to call for such independent expert advice on such
matters as he shall think fit; and
4.3.3 otherwise than as mentioned in sub-clause 4.3.1 he shall have
an unfettered discretion to determine the reference to him; and
4.3.4 give written reasons for his decision if required by either
party; and
4.3.5 determine the reference to him within 30 Working Days of being
appointed
4.4 If a Repairs Notice is served on the Landlord by the Tenant which
necessitates the Landlord carrying out works to the Premises such works
shall be carried out within a reasonable time in a proper and
workmanlike manner with good materials and on completion of such works
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the Landlord shall give written notice thereof to the Tenant and afford
the Tenant an opportunity to inspect the same
5. COMPLETION
5.1 The Completion of the grant of the Lease shall take place on the
Completion Date and completion shall take place at the office of the
Landlord's solicitors
5.2 Without prejudice to any right of action or otherwise which the Tenant
may have against the Landlord as result of any failure by the Landlord
to observe and perform the Landlord's obligations under this Agreement
if the Landlord shall default in completing the Lease on the Completion
Date the Landlord shall serve written notice on the Tenant when the
Landlord is ready and willing to complete the Lease
6. POSSESSION
Vacant possession of the Premises shall be given on completion of the grant of
the Lease
7. TITLE
7.1 Title to the grant of the lease shall consist of a copy of the entries
on the register and a copy of the filed plan for title number ESX177917
together with a copy of the lease referred to in the Property Register
of said title
7.2 The Tenant having investigated and accepted the Landlords title
to the grant of the lease prior to the date hereof shall raise no
objection or requisition in respect thereof save for any which may arise
out of a 94B Search at H.M. Land Registry in respect of adverse entries
registered after 26th July 1995 being the date the office copy entries
supplied to the Tenant's solicitors
8. LICENSE FEE
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8.1 The Tenant shall pay to the Landlord from the Rent Commencement Date a
licence fee equal to the Initial Rent in the same manner as the Initial
Rent reserved by the Lease and any insurance premium service charge or
other monies due in respect of the Premises which would be due if the
Lease had been granted on the Rent Commencement Date plus any Value
Added Tax payable on such sums
8.2 On the grant of the Lease any licence fee as aforesaid and/or insurance
premium and service charge paid in advance in respect of any period
beyond the date of the grant of the Lease shall be credited against the
Initial Rent and/or the insurance premium and service charge due under
the Lease
8.3 If any of the monies payable under this clause 8 by the Tenant to the
Landlord shall be due but unpaid for ten Days the Tenant shall pay
interest thereon (if demanded by the Landlord) calculated on the daily
basis from the due date until receipt by the Landlord at the rate of 4
per centum per annum above the base rate from time to time of Royal Bank
of Scotland Plc
9. REPRESENTATIONS
The Tenant acknowledges that it has not entered into this agreement in reliance
on any representation made but not incorporated herein and also acknowledges
that neither the Landlord nor its agents or advisors nor any other person
acting for the Landlord has made any representation (whether written oral or
implied) in relation to any matter contained or referred to in this agreement
or otherwise
10. MERGER ON COMPLETION
The provisions of this agreement shall not merge on the completion of the grant
of the lease of the Premises to the Tenant so far as they remain to be
performed
11. RESTRICTION ON ASSIGNMENT
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This agreement is personal to the Tenant and shall not be capable of assignment
nor shall the Landlord be required to grant the lease of the Premises to anyone
other than the Tenant
12. NOTICES
Any notices or other written communications required to be served or sent under
the terms of this Agreement shall be served or sent by registered post or by
recorded delivery to the address of the Surety stated in this agreement or
to the registered office for the time being of the Landlord or the Tenant
13. COSTS
The parties shall bear their own costs in connection with and incidental to
this agreement and the grant of the Lease
14. TERMINATION
14.1 The Landlord may determine this agreement forthwith by notice in
writing to that effect if:-
14.1.1 The Tenant shall enter into liquidation whether compulsory or
voluntary (otherwise than for the purpose of amalgamation or
reconstruction) notwithstanding the Tenant may have exercised
the Option; or
14.1.2 The Tenant fails to complete the Lease in accordance with the
terms of this agreement
14.2 Any determination under clause 14.1 shall be without prejudice to any
other rights or remedies of the Landlord against the Tenant for the
breach or non-performance of any of the obligations to be performed by
the Tenant under this agreement
14.3 Notwithstanding any such determination the Tenant if and to the extent
required by the Landlord will at its expense remove without delay any
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works carried out by the Tenant to the Premises and reinstate the same
to the reasonable satisfaction of the Landlord
15. REGISTRATION
Notice of this agreement shall be registered against title number ESX177917
within three months of the date hereof
16. NATURE OF THIS AGREEMENT
This agreement is a deed and has been executed by the parties as a deed
17. SURETY
In consideration of the Landlord agreeing to enter into this Agreement with
the Tenant (at the request of the Surety)
17.1 The Surety hereby unconditionally and irrevocably guarantees to the
Landlord the performance by the Tenant of the stipulations and
obligations and duties on the Tenant's part contained in this Agreement
and the payment by the Tenant to the Landlord of all sums of money due
or becoming due to the Landlord thereunder (all of which are hereinafter
referred to as the "Guaranteed Obligations") and the Surety
unconditionally undertakes with the Landlord that if and whenever the
Tenant shall be in default in relation to the Guaranteed Obligations the
Surety will forthwith upon the written demand of the landlord pay to the
Landlord the whole amount in respect of which the Tenant is so in
default and will indemnify and keep indemnified the Landlord in respect
of any non performance non observance or other breach and will by way of
primary obligation perform observe or keep (as the case may be) the
stipulations obligations or duties in respect of which the Tenant is so
in default
17.2 The Surety shall not be exonerated or discharged from its liability
hereunder by any insolvency or the liquidation of the Tenant or the
Surety or by the time being given to the Tenant or the Surety or by any
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other indulgence or concession to the Tenant or the Surety granted or
allowed by the Landlord or by the taking holding varying compromising
non-enforcement or release by the Landlord or any other rights in
respect of all or any of the obligations or liabilities of the Tenant
or the Surety under this Agreement or by any variation to the terms of
this Agreement
17.3 Moneys payable by the Tenant or the Surety shall be paid to the
Landlord to such account in England as the Landlord shall from time to
time require in writing
17.4 The Surety represents and warrants to the Landlord that the Surety has
full power authority and legal right to enter into the obligations
contained in this Clause 17
17.5 The rights and obligations of the parties hereto shall be governed and
construed in accordance with English law
17.6 The Surety hereby irrevocably:-
17.6.1 agrees that the Courts of England and Wales shall have
jurisdiction to hear and determine any suit action or proceeding
arising out of or relating to this Agreement (including this
Clause 17) and
17.6.2 waives to the fullest extent permitted by law any objection
which the Surety may now or hereafter have to the jurisdiction
of the Courts of England and Wales to hear and determine any
suit action or proceeding arising out of or relating to this
Agreement (including this Clause 17) or any claim that any such
Court is not a convenient or appropriate forum
17.6.3 agrees that the process by which any suit action or proceeding
is begun may be served on the Surety by being delivered in
connection with any suit action or proceeding in England to
the Tenant
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17.7 The submission to the jurisdiction of the Courts referred to in Clause
17.7 shall not (and shall not be construed as to) limit the right of the
Landlord to take proceedings against the Surety in any other Court of
competent jurisdiction nor shall the taking of proceedings in any one or
more jurisdictions preclude the taking of proceedings in any other
jurisdiction whether concurrently or not
IN WITNESS the hands of the parties hereto or their duly authorised
representatives the day and year hereinbefore written
Signed [Signature Illegible]
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A director for and on behalf of ECC Simulation Limited
[Signature Illegible]
Signed Xxxxxx X. Xxxxxx
----------------------------------------
For an on behalf of ECC International Corp
State of Pennsylvania
County of Delaware
The foregoing instrument was acknowledged before me this 28th day of
November, 1995 by Xxxxxx X. Xxxxxx of ECC International Corp., a
Delaware Corporation, on behalf of the corporation
[SEAL]
NOTARIAL SEAL
Xxxxxxx X. Xxxxx, Notary Public
Radnor Twp., Delaware County
My Commission Expires Jan. 31, 1998
-----------------------------------
Member, Pennsylvania Association of Notaries
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THIS LEASE made the 1995
BETWEEN
(1) X X XXXX & SON (HOME FARM) LIMITED whose registered office is situate
at X X Xxxx Business Centre Reeds Xxxx Xxxxxx Common West Sussex
(hereinafter called "the Landlord") of the first part and
(2) ECC SIMULATION LIMITED whose registered office is situate at Xxxxxxxx
Xxxxx Xxxxxxxx Xxxx Xxxxxxxx by Sea West Sussex (hereinafter called
"the Tenant") of the second part and
(3) ECC INTERNATIONAL CORP a company incorporated in the State of Delaware
and whose principal place of business is at 000 Xxxxxxxxx Xxxxxx Xxxxx
XX 00000-0000 XXX (hereinafter called "the Surety") of the third part
WITNESSETH as follows:-
1. IN this lease where the context so admits the following expressions
shall have the following meanings respectively that is to say:-
"the landlord"
means the Landlord hereinbefore named or such other person for the time
being entitled to the reversion immediately expectant upon the
determination of the Term
"the Tenant"
means the Tenant hereinbefore named or such other person in whom the
Term shall for the time being be vested and wherever it includes more
than one person the covenants on the part of the Tenant hereinafter
contained shall be deemed to be joint and several
"the Plan"
means the plan numbered 1 annexed hereto
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[Schematic of property]
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"the Grassed and Planted Areas"
means the grassed and planted areas which adjoin Home Farm Road Brighton
East Sussex
"the Demised Premises"
means the land with the building erected thereon or on some part thereof
known as Xxxx 0 Xxxx Xxxx Xxxxxxxx Xxxxxx Home Farm Road Brighton East
Sussex and the curtilage thereof as the same is shown edged red on the
Plan and shall include any other building from time to time erected
thereon or on some part thereof
"Unit 2"
means the property adjoining the Demised Premises known as Xxxx 0 Xxxx
Xxxx Xxxxxxxx Xxxxxx Xxxx Xxxx Xxxx Brighton aforesaid
"the Main Structure"
means the roof foundations floor structures load bearing walls or frame
stanchions beams window frames external walls external drains pipes and
other external services of the Demised Premises
"the Soakaways"
means the soakaways situated on Unit 2 and drainage pipes leading
thereto from the Demised Premises
"Insured Risks"
means (subject to such exclusions and limitations as are imposed by the
Insurers and to the extent that insurance cover against any particular
risk is ordinarily available with a reputable insurer for property such
as the Demised Premises) subsidence landslip heave fire explosion storm
tempest lightning aircraft (not being hostile aircraft) and articles
dropped therefrom riot civil commotion and flood and such other
insurable risks against which the Landlord shall reasonably deem it
desirable or expedient to insure
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"Term"
means a term commencing on 25th March 1998 and expiring on 24th
June 2016
"the Rent Commencement Date"
means 1998
"the Initial Rent"
means the sum of ONE HUNDRED THOUSAND POUNDS (Pound Sterling 100,000)
a year exclusive of Value Added Tax
"the First Reserved Rent"
means the yearly rent reserved by Clause 2(A) hereof
"the Secondly Reserved Rents"
means
(1) a sum representing the cost reasonably and properly incurred or
a fair proportion thereof (subject to the provisions of
Clause 4(7)(h) hereof) of complying with the Landlord's
insuring covenant hereinafter contained
(2) all other sums payable by the Tenant under the covenants on
the part of the Tenant contained in this lease
(3) any interest chargeable under the provisions of this lease
(4) any additional insurance premiums payable by the Tenant arising
under the provisions of Clause 4(7) of this lease
(5) all expenses costs fees and other sums incurred under the
provisions Clause 4(24) hereof
"the Review Dates"
means 24th June 2000 24th June 2005 24th June 2010 and 24th June 2015
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"the Review Period"
means the period starting with any Review Date up to and including the
day immediately preceding the next Review Date or starting with the last
Review Date up to the end of the Term
"the Service Charge"
means the sums payable by the Tenant in accordance with Part 2 of the
Second Schedule hereto
"the Service Charge Year"
means the period of twelve months up to the 31st March each year or such
other period as the Landlord shall from time to time choose
"the Service Costs"
means all costs expenses and outgoings whatsoever incurred by the
Landlord in carrying out the works and providing the services set out in
Part 1 of the Second Schedule hereto
"the Landlord's Surveyor"
means any person or firm of surveyors appointed by or acting for the
Landlord including an employee of the Landlord to perform the function
of a Surveyor for any purposes under this lease
"the Superior Lease"
means the lease of the Demised Premises and other land and premises
dated 9th May 1991 and made between Brighton Borough Council of the one
part and the Landlord of the other part
"the Superior Lessor"
means Brighton Borough Council or such other person entitled to the
benefit of the reversion expectant upon the determination of the
Superior Lease
"the Interest Rate"
means the rate of Four per centum per annum above the base rate from
time to time of The Royal Bank of Scotland PLC
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"the Planning Acts"
means the Town and Country Planning Xxx 0000 the Planning (Consequential
Provisions) Xxx 0000 the Planning (Hazardous Substances) Xxx 0000 and
the Planning (Listed Building and Conservation Areas) Act 1990 or any
statutory consolidation modification or re-enactment of all or any of
the above Acts
"the Units"
means all the units lettered "A" and "B" on the Plan together with the
forecourt parking and landscaped areas therewith
"an Individual Unit"
means any one of the Units
"Qualifying Person"
means a company or corporation registered in the United Kingdom which
has annual profits (which term shall have a meaning which is consistent
with the term "profits for the financial year" where used in the Fourth
Schedule to the Companies Act 1985) in the United Kingdom as shown in
such company's or corporation's properly audited financial statements
for the last three 12 month accounting periods immediately preceding the
proposed assignment of this lease to such company or corporation (the
last of such accounting periods) expiring not more than 12 months prior
to the date of such assignment) which are not less than the sum of the
annual rents pursuant to clauses 2(A) and 2(B) of this lease for the
year immediately prior to the date of such assignment multiplied by a
factor of 2.5
2. IN consideration of the rents and tenants covenants hereinafter
reserved and contained the Landlord HEREBY DEMISES unto the Tenant the
Demised Premises TOGETHER WITH the easements and rights specified in
Part 1 of the First Schedule hereto EXCEPT AND RESERVED unto the
Landlord and others the easements and rights specified in Part 2 of the
First Schedule hereto TO HOLD the same unto the Tenant for the Term
YIELDING AND PAYING to the Landlord without deduction during the
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Term and proportionately for any fraction of a year the rents set out
hereunder
(A) The FIRST RESERVED RENT as hereinbefore defined being
(1) from the date hereof until the Rent Commencement Date a
peppercorn (if demanded); and
(2) from and including the Rent Commencement Date until and
including the day immediately preceding the first Review
Date the Initial Rent; and
(3) during each successive Review Period a rent equal to the
yearly rent previously payable hereunder or such increased
rent as shall be ascertained in accordance with Clause 3
hereof whichever shall be the greater BUT during the first
Review Period the rent shall not exceed ONE HUNDRED AND
TWENTY THOUSAND POUNDS (Pound Sterling 120,000) a year
exclusive of Value Added Tax
ALL such rents to be paid by equal quarterly instalments in advance on
the usual quarter days in every year the first payment of the Initial
Rent (apportioned in respect of the period from and including the Rent
Commencement Date up to and including the day immediately preceding the
next following quarter day) to be payable on the Rent Commencement Date
(B) The SECONDLY RESERVED RENTS as hereinbefore defined
Such rents to be payable from and including the date hereof or
(if earlier) the date of occupation (as determined by the
Landlord or the Landlord's Surveyor) and to be paid to the
Landlord within fourteen days of demand (except as otherwise
provided)
3. RENT REVIEW
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(1) The increased rent for any Review Period shall be (having
regard to current open market values) the open market yearly
rent at which the whole of the Demised Premises might
reasonably be expected to be let at the relevant Review Date
(A) On the following assumptions at the relevant Review Date:-
(i) that the Demised Premises are fit for immediate
occupation and use and that no work has been carried
out thereon by the Tenant its undertenants or their
respective predecessors in title during the Term which
has diminished the rental value of the Demised Premises
and that in case the Demised Premises have been
destroyed or damaged they have been fully restored
(ii) that the Demised Premises are available to let in the
open market by a willing landlord to a willing tenant as
a whole without a premium but with vacant possession and
subject to the provisions of this lease (other than the
amount of the rent hereby reserved but including the
provisions for rent review at intervals of every five
years) for a term of ten years from the relevant Review
Date or the residue then unexpired of the term of this
lease (whichever shall be the longer)
(iii) that the covenants herein contained on the part of the
Tenant and the Landlord have been fully performed and
observed
(B) But disregarding:-
(i) any effect on rent of the fact that the Tenant its
undertenants or their respective predecessors in title
have been in occupation of the Demised Premises; and
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(ii) any goodwill attached to the Demised Premises by reason of the
carrying on thereat of the business of the Tenant its
undertenants or their respective predecessors in title in
their respective businesses; and
(iii) any increase in rental value of the Demised Premises
attributable to the existence at the relevant Review Date of
any improvement to the Demised Premises or any part thereof
carried out with consent where required by and at the expense
of the Tenant its undertenants or their respective predecessors
in title during the Term otherwise than in pursuance of an
obligation to the Landlord or its predecessors in title; and
(iv) any effect on rental value of any obligation of the Tenant to
remove alterations or to restore or reinstate the Demised
Premises
(v) any rent free period or reduced rent period allowed to the
Tenant under the terms of this lease
(vi) the provisions of clause 6(4)(b) (c) and (d) hereof
(2) The increased rent for any Review Period may be agreed at any time
between the Landlord and the Tenant or (in the absence of agreement)
determined not earlier than the relevant Review Date by an arbitrator
such arbitrator to be nominated in the absence of agreement by or on
behalf of the President for the time being of the Royal Institution of
Chartered Surveyors on the application of the Landlord or the Tenant
made not earlier than six months before the relevant Review Date
(3) IT IS HEREBY FURTHER PROVIDED in relation to the ascertainment and
payment of the reviewed rent as follows:-
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(A) The arbitrator shall be a Chartered Surveyor having not less
than ten years experience in letting and valuation of similar
property and of similar sized properties to the Demised Premises
throughout England
(B) The arbitration shall be conducted in accordance with the
Arbitration Acts 1950 and 1979 or any statutory modification or
re-enactment thereof for the time being in force with the
further provision that if the arbitrator nominated pursuant to
Clause 3 hereof shall die or decline to act the President for
the time being of the Royal Institution of Chartered Surveyors
or the person acting on his behalf may on the application of
either the Landlord or the Tenant by writing discharge the
arbitrator and appoint another in his place
(C) When the increased rent has been ascertained as hereinbefore
provided the Landlord and the Tenant shall record it forthwith
by each signing and exchanging a separate written memorandum and
the Landlord and the Tenant shall bear their own costs in
respect thereof
(D) (i) if the increased rent payable on and from any Review
Date has not been agreed by that Review Date rent shall
continue to be payable at the rate previously payable
and forthwith upon the increased rent being ascertained
the Tenant shall pay to the Landlord any shortfall
between the rent actually paid and the increased rent
payable from the relevant Review Date up to the quarter
day immediately following the date that the increased
rent is ascertained together with interest on each
instalment thereof from the date upon which the same
would have been payable if the increased rent had been
ascertained on the relevant Review Date to the date of
actual
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payment thereof at the rate of two per cent below the
Interest Rate and the interest so payable shall be
recoverable in the same manner as rent in arrear
(ii) for the purposes of this proviso the increased rent
shall be deemed to have been ascertained on the date
when the same has been agreed between the Landlord and
the Tenant or as the case may be the date of the award
of the arbitrator
(E) Time shall not be of the essence of this Rent Review clause
(F) If either the Landlord or the Tenant shall fail to pay any
costs awarded against it in an arbitration under the provisions
hereof within fourteen days of the same being demanded by the
arbitrator the other shall be entitled to pay the same and the
amounts so paid shall be repaid by the party chargeable on
demand
(4) Without prejudice to the provisions of this Clause if on any Review
Date there shall be in force any enactment which shall relate to the
control of rents and/or which shall restrict the Landlord's right to
review the rent or recover any increased rent under this lease then the
Landlord shall be entitled upon the termination or relaxation of such
restriction to serve notice (hereinafter called "Interim Notice") upon
the Tenant and from and after the date of the termination or relaxation
of such restriction until the next Review Date (or until the end of the
Term) as the case may be the rent shall be increased to whichever is the
higher of the rent agreed or determined in accordance with the
provisions hereinbefore contained but at the date of service of the
Interim Notice (or such lesser sum as may be permitted) or the rent
payable immediately prior thereto and the provisions
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of this Clause shall apply accordingly with the substitution of
the date of the termination or relaxation of such restriction
for the relevant Review Date
4. THE Tenant hereby covenants with the Landlord as follows:-
(1) TO PAY RENT AND INTEREST
(a) To pay the rents hereby reserved unto the Landlord
throughout the Term and during a statutory continuation
thereof at all times and in manner aforesaid without any
deduction whatsoever except as authorised by any
statutory enactment for the time being in force
(b) If any of the rents hereby reserved shall be due but
unpaid for 14 days to pay interest thereon (if demanded
by the Landlord) calculated on a daily basis with three
monthly rests from the due date until receipt by the
Landlord at the Interest Rate (the Interest Rate shall
and apply before as well as after and notwithstanding
any judgement of the Court) Provided that this
sub-clause shall not prejudice any other right or remedy
in respect of such reserved rents
(c) If following the occurrence of any of the events
referred to in clause 6(1)(b) hereof acceptance of any
of the rents hereby reserved shall be reasonably refused
by the Landlord but shall subsequently be accepted
without prejudice to any other right or remedy of the
Landlord to pay interest thereon (if demanded by the
Landlord) calculated on a daily basis with three monthly
rests from the due date until acceptance and receipt by
the Landlord at the Interest Rate (the Interest Rate
shall apply before as well as after and notwithstanding
any judgement of the Court) Provided
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that this sub-clause shall not prejudice any other right or
remedy in respect of such reserved rents
(2) TO PAY SERVICE CHARGE AND INSURANCE
(a) To pay the Service Charge in the manner set out in Part 2 of the
Second Schedule hereto
(b) To pay on demand therefor the sum representing the cost
(subject to the provisions of clause 4(7)(h) hereof) of
complying with the Landlord's insuring covenant hereinafter
contained
(3) TO PAY RATES AND TAXES
To pay and discharge all existing and future rates taxes charges duties
assessments and outgoings whatsoever whether parliamentary local or
otherwise now or hereafter imposed or charged upon the Demised Premises
or any part thereof or upon the owner or any occupier thereof or payable
by either in respect thereof (excluding any payable by the Landlord in
respect of receipt of rent or any other payment made by the Tenant under
this lease (except any VAT payable on rent or any other payment made by
the Tenant under this lease) or on any disposition or dealing with or
the ownership of the reversion of this lease) but including all charges
in respect of water gas electricity and telecommunications used or
consumed at the Demised Premises PROVIDED ALWAYS that the Tenant shall
not agree or by default allow to be fixed the rateable value of the
Demised Premises or any part thereof without the prior written consent
of the Landlord such consent not to be unreasonably withheld
(4) TO REPAIR
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Well and substantially to repair cleanse maintain amend and keep in good
and substantial repair the Demised Premises (including the Main
Structure and all fixtures fittings Plant machinery and apparatus
belonging thereto) and all additions made thereto and the walls fences
drains appurtenances and decorations thereof and to renew and replace
the same from time to time insofar as the same may be or become beyond
repair at any time during or at the expiration of the Term (howsoever
determined) damage in all such cases from any of the Insured Risks
excepted so long as the Policy of insurance effected by the Landlord
shall not have been vitiated or payment of any Policy moneys refused in
whole or in part by reason of any act neglect or default of the Tenant
its undertenants or their respective servants agents or licensees
(5) TO PAINT AND DECORATE
In every third year of the Term and also during the last year thereof
(howsoever determined) to paint in a proper and workmanlike manner the
outside wood iron and other parts heretofore or usually painted of the
buildings on Demised Premises and all additions thereto with two coats
of good quality paint suitable for external use and for the surface and
material to which it is to be applied such painting in the last year of
the Term (howsoever determined) to be in colours previously approved in
writing by the Landlord And in every fifth year of the Term and also in
the last year thereof (howsoever determined) to paint in a proper and
workmanlike manner all the inside wood iron and other parts heretofore
or usually painted of the buildings on the Demised Premises and all
additions thereto with two coats of good quality paint suitable for the
surface and material to which it is to be applied such Painting in the
last year of the Term (howsoever determined) to be in colours Previously
approved in writing by the Landlord And on the occasion of every such
external painting to varnish or colour the
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external parts usually or previously so dealt with and on the occasion
of every internal painting to varnish wash stop whiten and colour all
such parts as have previously been or are usually so dealt with and to
repaper with suitable paper of good quality (in the last year of the
Term (howsoever determined in colours previously approved in writing by
the Landlord) the parts previously or usually papered
(6) TO CLEAN WINDOWS ETC
To clean internally and externally the windows of the Demised Premises
as often as occasion shall require and at least once in every month and
at least once a week to remove all refuse rubbish and scrap which may
have accumulated on the Demised Premises
(7) INSURANCE
(a) Subject to the Landlord having supplied to the Tenant in
writing full particulars of any policy of insurance effected on
the Demised Premises and any modification or variation thereof
not to do or omit or allow to be done or omitted any act matter
or thing whatsoever whereby any policy of insurance effected on
the Demised Premises or anything therein or on any adjoining
or neighbouring premises of the Landlord may become void or
voidable or the premiums payable for such insurance increased
(b) To the extent that any insurance premium payable in respect of
any adjoining or neighbouring premises is increased by any use
act neglect omission or default of the Tenant its undertenants
or their respective servants agents or licensees in relation to
the Demised Premises to pay the Landlord on demand the amount
of such increase
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(c) In the event of the Demised Premises or any part thereof being
destroyed or damaged by any of the insured Risks to give
immediate notice thereof in writing to the Landlord
(d) In the event of the Demised Premises or any part thereof being
destroyed or damaged by any of the Insured Risks and the
insurance money under any insurance effected against the same
being wholly or partly irrecoverable (by reason of any act
neglect omission or default of the Tenant its undertenants or
their respective servants agents or licensees) then and in
every such case the Tenant will pay to the Landlord forthwith
the whole (as the case may require) a fair proportion of the
cost of completely rebuilding and reinstating the same
(e) Subject to the Landlord having supplied in writing to the
Tenant full particulars thereof to comply with the requirements
and recommendations of the Landlord's insurers
(f) Not to store on the Demised Premises any inflammable or any
explosive combustible or deleterious substance save that the
Tenant may store at the Demised Premises such reasonable
quantities of inflammable substances in proper and safe
containers as are normally used for its business SUBJECT TO the
Tenant obtaining the Landlord's insurers prior written approval
thereto and the Tenant paying any increase in insurance premium
arising therefrom and on the reasonable request of the Landlord
supplying to the Landlord details of the type and amounts of
the substances stored on the Demised Premises
(g) To repay to the Landlord on demand the proper costs and
expenses incurred in obtaining valuations of the Demised
Premises for insurance purposes from time to time but so
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that such valuations shall not be carried out more frequently
than once every three years
(h) The Landlord may retain for the Landlord's own benefit any
commissions or discount received or obtained by the Landlord on
or based on the gross premiums and other expenses which would
otherwise be paid incurred or suffered by the Landlord in
effecting or maintaining such insurance
(i) To insure and keep insured in the joint names of the Landlord
and the Tenant and such other names as the Landlord may
reasonably require all the plate glass or any substitute or
alternative material used in windows (if any) and doors in the
Demised Premises against breakage or damage howsoever caused
with an insurance company of repute to the full reinstatement
value thereof and public liability relevant to such breakage
and pay all premiums necessary for that purpose and whenever
required produce to the Landlord or its agent the policy of
insurance and the receipt for the current year's premium and
whenever a claim arises to use the insurance money forthwith in
reinstating the same with a like material to the reasonable
satisfaction of the Landlord's Surveyor making up any deficiency
out of the Tenant's own moneys
(j) To pay to the Landlord on demand the amount of any excess which
may be applicable in the event of any claim in respect of any
of the Insured Risks
(8) TO EXECUTE WORKS
To execute all works on or in respect of the Demised Premises now or
from time to time throughout the Term lawfully required to be executed
by any local or public authority
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(including works required under the Health & Safety at Work etc. Xxx
0000 the Offices Shops and Railway Premises Act 1963 or any Act amending
or replacing the same for the time being in force) whether the said
works shall be required to be executed by the Landlord or by the Tenant
and in all respects and at the Tenant's own expense to comply with and
cause to be complied with the provisions of all statutes byelaws and
regulations for the time being in force and the requirements of any
competent authority affecting or relating to the Demised Premises or the
use thereof and at all times to indemnify and to keep indemnified the
Landlord and the Superior Lessor against all claims demands expenses and
liability in respect thereof
(9) NOTICES RECEIVED
Within seven days of receipt of the same to give full particulars to
the Landlord of any notice direction or order or proposal for a notice
direction or order made given or issued to the Tenant by any government
department or local or public authority and if so required by the
Landlord to produce and supply copies of the same to the Landlord AND
without delay to take all necessary steps to comply with the same AND
ALSO at the request of the Landlord to make or join with the Landlord in
making such objections or representations relating to the same as the
Landlord shall deem expedient but with due regard being had to the
Tenant's interest in the Demised Premises
(10) TO PERMIT ENTRY TO VIEW
To permit the Landlord and the Superior Lessor and their respective
Surveyors or other agents during the Term at reasonable hours in the
daytime on prior appointment to enter the Demised Premises to view the
state of repair and
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condition of the same and to take inventories of the fixtures therein
(11) TO PERMIT ENTRY TO REPAIR
To permit the Landlord and the Superior Lessor or their respective
agents or the Landlord's Surveyor with or without workmen at any time
during the Term at reasonable hours in the daytime on prior appointment
except in the case of emergency to enter upon the Demised Premises for
the purpose of executing repairs or alterations to or in connection with
any adjoining premises of the Landlord or the Superior Lessor the
Landlord or the Superior Lessor making good all damage thereby
occasioned to the Demised Premises
(12) TO REPAIR ON NOTICE
To repair and make good to the satisfaction of the Landlord and the
Superior Lessor all breaches of covenant defects and wants of reparation
for which the Tenant may be liable under the covenants herein contained
of which notice shall have been given by the Landlord to the Tenant
within two calendar months after the giving of such notice or sooner if
requisite
(13) TO COMPLY WITH STATUTORY REQUIREMENTS
(a) At all times to observe and comply with the provisions of or
imposed under any statute licence or regulation regulating or
permitting the use of the Demised Premises for the purpose for
which they are for the time being used and the requirements of
any competent authority in that connection and at the expense
of the Tenant to do all that is necessary to obtain maintain
and renew all licences and registrations required by law for
the use of the Demised Premises for that purpose
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(b) At the sole cost of the Tenant to comply with the Planning Acts
for the time being in force and of all byelaws orders and
regulations licences consents permissions and conditions made
thereunder affecting the Demised Premises or any use thereof
and to indemnify and keep harmless and indemnified the Landlord
against any breach or non-performance of any such requirements
and against all costs expenses penalties and levies thereby
arising
(14) PLANNING
In relation to the Planning Acts:
(a) Not without prior written consent of the Landlord such consent
not to be unreasonably withheld or delayed to apply for
permission to carry out on the Demised Premises any development
requiring permission under the Planning Acts
(b) Not to implement any planning permission relating to the
Demised Premises without the prior written consent of the
Landlord such consent not to be unreasonably withheld or
delayed but without prejudice to the generality of the
foregoing such consent shall be given if in the opinion of the
Landlord or the Landlord's Surveyor (whose decision shall be
final) the value of the Landlord's reversionary interest is not
affected thereby
(c) Whenever required to permit the Landlord to enter upon the
Demised Premises to comply with any requirement lawfully made
of it under the Planning Acts by any competent authority
notwithstanding that any action reasonably necessary for
compliance interferes with the Tenant's enjoyment of the
Demised Premises
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(d) To pay and satisfy any charge which may hereafter be imposed
under the Planning Acts in respect of the carrying out of
any operations or the institution or continuance of the use of
the Demised Premises
(e) Unless the Landlord shall otherwise direct in writing to carry
out and complete before the expiration or sooner determination
of the Term any works stipulated to be carried out to the
Demised Premises (notwithstanding that such works are to be
carried out by a later date) as a condition of planning
permission for any development begun before such expiration or
sooner determination
(f) If the Tenant shall receive any compensation relating to the
Tenant's interest hereunder due to any restriction placed upon
the user of the Demised Premises as a result of the Planning
Acts then if and when the Tenant's interest hereunder shall be
determined by assignment or under the power of re-entry herein
contained the Tenant shall forthwith make such provision as is
just and equitable for the Landlord to receive its due benefit
from such compensation
(15) PERMITTED USE
Not to use or permit or suffer to be used the Demised Premises or any
part thereof otherwise than solely and exclusively as and for use within
Classes B1(b) or (c) or B2 of the Town and Country Planning (Use
Classes) Order 1987 (as originally enacted) and uses ancillary thereto
(16) PROHIBITED USES
Not to use the Demised Premises or any part thereof nor allow the same
to be used as the premises of any public or local
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authority to which the public have access or for any public meeting
exhibition or entertainment or for any illegal or immoral purpose or for
the purposes of a club whether or not one where intoxicating liquor is
supplied to members or their guests nor permit or suffer any sale by
auction to be held on the Demised Premises or any part thereof or to
sell serve or supply or permit or suffer to be sold served or supplied
any intoxicating liquor thereon or therefrom (save that intoxicating
liquor may be served to staff in any staff restaurant which is ancillary
to the use permitted by Clause 4(15) hereof) or play or use or allow to
be played or used any sound-producing instrument or apparatus on the
Demised Premises or any part thereof so as to be audible outside the
Demised Premises nor permit the Demised Premises to be used as a
sleeping place for any person and not to use the Demised Premises or any
part thereof or permit or suffer the same to be used for the purpose of
any betting transactions or for gaming with or between persons resorting
to the Demised Premises and not to make or permit or suffer to be made
any application for a Betting Office Licence or a Licence or
registration under the Gaming Acts 1963 to 1968 in respect of any part
of the Demised Premises
(17) NUISANCE
Not to do or commit or permit or suffer to be done or committed upon the
Demised Premises or any part thereof any act or thing which shall be a
nuisance annoyance or disturbance to the Landlord or the Superior Lessor
or to the owners lessees or occupiers for the time being of any
adjoining or neighbouring property or to the neighbourhood
(18) ALTERATIONS
(a) Not at any time during the Term to make any alteration or
addition to the sprinkler system (if any) or to make
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any alterations to the Demised Premises which effect
the operation of the sprinkler system (if any) without first
obtaining the consent in writing of the Landlord such consent
not to be unreasonably withheld or delayed
(b) Not at any time during the Term to make any alteration or
addition to the electrical installation of the Demised Premises
save in accordance with the terms and conditions laid down by
the Institution of Electrical Engineer's and the Regulations of
the Electrical Supply Authority;
(c) Not at any time during the Term to erect set up or maintain or
suffer to be erected set up or maintained on the Demised
Premises or any part thereof any building shed or similar
structure whether of a permanent or temporary character
(d) Not at any time during the Term to make any change to the
external design or appearance of the building constructed on the
Demised Premises
(e) Not to cut maim alter or injure or suffer to be cut maimed
altered or injured the Main Structure nor make any external or
internal alterations in the plan or elevation of the building on
the Demised Premises or in any party or other wall nor alter or
change any of the materials or architectural decorations of the
said building nor make or maintain or suffer to be made or
maintained any addition thereto either in height or projection
save that if any such alterations as aforesaid are necessary
become of a permitted underletting of an Individual Unit then
the provisions of Clause 4(18)(g) hereof shall apply thereto
mutatis mutandis
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(f) Not at any time during the Term to overload the floors or
ceilings or the Main Structure in any way which imposes a weight
or strain in excess of that which the building on the Demised
Premises is constructed to bear with due margin for safety or
which will in any way strain or interfere with the Main
Structure
(g) Not to make any nonstructural erection addition or alteration
whatsoever to the Demised Premises (including to walls timbers
wires pipes drains appurtenances fixtures or fittings thereof)
without the previous consent in writing of the Landlord (which
consent shall not be Unreasonably withheld or delayed) such
consents to be without prejudice nevertheless to the provisions
of this and sub-clauses (13) (14) and (26) hereof nor except in
accordance with plans and specifications (with such additional
copies thereof as the Landlord may reasonably require)
previously submitted to and approved in writing by the Landlord
nor carried out except to the satisfaction of its Surveyor
(h) Nothing herein contained in this sub-clause (18) shall prevent
the Tenant from installing or removing internal nonstructural
demountable partitioning in the Demised Premises without the
Landlord's consent provided such works do not adversely affect
the services in the Demised Premises and the Tenant shall supply
the Landlord with plans detailing the internal layout of the
Demised Premises then current on demand by the Landlord
(i) Any alterations or additions carried out to the Demised
Premises shall at the end or sooner determination of the Term be
reinstated by the Tenant if requested in writing by the Landlord
so to do
(19) SIGNS
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(1) Not without the Previous written consent of the Landlord and
the Superior Lessor (such consents not to be unreasonably
withheld) to carry out or permit the painting or writing of any
notice or advertisement whatsoever whether permanent or
temporary on the glass of the windows or doors of the building
on the Demised Premises or (except with the previous written
consent of the Landlord and the Superior Lessor) the affixing or
display of any xxxx notice doorplate sign or advertisement which
projects over any street or land over when the public has access
(2) Without prejudice to the provisions of sub-clause (19)(1) of
this Clause not to exhibit put up or permit upon any part of the
exterior of the building on the Demised Premises and the open
areas thereof without the previous consent in writing of the
Landlord and the Superior Lessor (such consents not to be
unreasonably withheld or delayed) any xxxx notice sign or
advertisement other than such as relate solely to the Tenant its
undertenant or other occupier's business for the time being
carried on at the Demised Premises PROVIDED and it is hereby
declared that if any xxxx notice sign or advertisement displayed
in or upon any part of the exterior of the building on the
Demised Premises or in or upon any part of the interior of the
building on the Demised Premises which is visible from outside
the building on the Demised Premises shall in the reasonable
opinion of the Landlord or the Superior Lessor be unsightly
undesirable or objectionable then the same shall be removed by
the Tenant within twenty-four hours after the receipt by the
Tenant of notice requiring the Tenant so to do
(20) ALIENATION ETC
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(a) COMPLETE BAR ON CERTAIN DEALINGS
Not to assign underlet or part with possession or part with or share
occupation of the Demised Premises or any part thereof save as
hereinafter provided
(b) SHARING OCCUPATION
The Tenant may share occupation or possession of any part of the
Demised Premises with any member of the group of companies (as defined
in Section 42(1) of the Landlord and Tenant Act 1954) of which the
Tenant is itself a member on the condition that:-
(i) no relationship of landlord and tenant is created between the
Tenant and any such company
(ii) the possession or occupation shall forthwith be determined if
the Tenant and the relevant member shall cease for any reason
whatsoever to be members of the same group of companies
(iii) On written request from the Landlord or its agents the Tenant
shall supply in writing to the Landlord or its agents details
of the identity of any company as aforesaid let into occupation
(c) ASSIGNING THE WHOLE
Not to assign the whole of the Demised Premises
(i) without the Landlord's prior written consent such consent not
to be unreasonably withheld or delayed and
(ii) except to an assignee who shall first have
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(a) entered into a direct covenant with the Landlord to
observe and perform the covenants and conditions on
the part of the Tenant contained in this lease
(b) if reasonably so required by the Landlord procured a
covenant with the Landlord by an acceptable guarantor or
guarantors in the terms (mutatis mutandis) set out in
the Third Schedule hereto or in such other form as the
Landlord may reasonably require
(d) UNDERLETTING THE WHOLE
Not to underlet the whole of the Demised Premises
(i) without the Landlord's prior written consent such consent not
to be unreasonably withheld
(ii) except to an underlessee who shall first have
(a) entered into a covenant with the Landlord to observe
and perform the covenants and conditions on the part
of the Tenant contained in this lease (other than the
covenant to pay rent) and
(b) if reasonably so required by the Landlord (in the case
of an underlease for a term of more than 3 years)
procured a covenant with the Landlord by an acceptable
guarantor or guarantors in the terms (mutatis mutandis)
set out in the Third Schedule hereto or in such other
form as the Landlord may reasonably require
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(iii) in consideration of any fine or premium
(iv) without reserving a yearly rent payable in advance on the usual quarter
days equal to the then open market yearly rental value of the Demised
Premises and where the underlease is for a term of more than 3 years
such rent shall be reviewable on the same dates and on the same terms as
the rent payable under this lease and
(v) except on similar covenants and conditions to those contained in this
lease and in particular:
(a) for the re-entry on breach of any covenant in the underlease
(b) that the underlease will contain similar terms as to the
carrying out of and the paying for repairs and proper service
charges
(vi) without taking from any underlessee unqualified covenants (which the
Tenant shall enforce):
(a) not to assign or underlet the whole of the Demised Premises
without prior written consent of the Landlord (under this
lease) such consent not to be unreasonably withheld or delayed
and
(b) not to deal in any other way whatsoever with the Demised
premises or any part thereof and
(c) to obtain from any assignee of the underlease a covenant with
the Landlord (under this lease) to observe and perform
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the covenants and conditions on the part of the Tenant
contained in this lease (other than the covenant to pay
rent) during the term granted by the underlease
(e) UNDERLETTING AN INDIVIDUAL UNIT
Not to underlet an Individual Unit
(i) without the Landlord's prior written consent such consent not to
be unreasonably withheld or delayed
(ii) without the Tenant erecting or procuring the erection of an
internal division wall between the Individual Unit and the
remaining Unit details of which having been supplied to the
Landlord in accordance with Clause 4(18)(g) hereof (and for the
avoidance of doubt the provisions of Clause 4(18)(g) hereof
shall apply hereto) and without the Tenant complying with all
statutory requirements insurers requirements and fire authority
requirements or recommendations in relation thereto
(iii) except to an underlessee who shall first have
(a) save in the case of an underletting of less than three
years entered into a covenant with the Landlord to
observe and perform the covenants and conditions on the
part of the Tenant contained in this lease (other than
the covenant to pay rent and insofar as they are
applicable to the underletting of an Individual Unit)
and
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(b) if reasonably so required by the Landlord (in the case of an
underlease for a term of more than three years) procured a
covenant with the Landlord by an acceptable guarantor or
guarantors in the terms (mutatis mutandis) set out in the Third
Schedule hereto or in such other form as the Landlord may
reasonably require
(iv) in consideration of any fine or premium
(v) without reserving a yearly rent payable in advance on the usual quarter
days equal to the then open market yearly rental value of the Individual
Unit and where the underlease is for a term of more than three years
such rent shall be reviewable on the same dates and on the same terms as
set out in Clause 3 hereof
(vi) (a) except by way of an underlease providing for the re-entry on
breach of any covenant in the underlease
(b) save in the case of an underletting of less than three years
except on similar covenants and conditions to those in this
lease (insofar as they are applicable to the underletting of an
Individual Unit) and in particular that the underlease will
contain similar terms as to the carrying out or paying for
repairs and proper services charges
(vii) without taking from any underlessee unqualified covenants (which the
Tenant shall enforce):
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(a) not to assign the underlet Individual Unit without the
prior written consent of the Landlord (under this lease)
such consent not to be unreasonably withheld or delayed
and
(b) not to deal in any other way whatsoever with the
Demised Premises or any part thereof
(c) save in the case of an underletting of less than three
years to obtain from any assignee of the underlet
Individual Unit a covenant with the Landlord (under this
lease) to observe and perform the covenants and
conditions on the part of the Tenant contained in this
lease (other than the covenant to pay rent) during the
term granted by the underlease insofar as such covenants
and conditions relate to the underlet Individual Unit
(f) UNDERLEASES FOR LESS THAN 3 YEARS
Any underlease for a term of three years or less shall exclude the
provisions of section 24 to 28 (inclusive) of the Landlord and Xxxxxx
Xxx 0000 by way of agreement authorised by the Court
(g) RENT REVIEWS UNDER UNDERLEASES
To procure that in any underletting the yearly rent is reviewed under
such under lease in accordance with the terms of the underlease but not
to agree any rent on review under any underlease without the prior
written consent of the Landlord such consent not to be unreasonably
withheld and (if the rent under the underlease is to be awarded by an
arbitrator in
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accordance with the provisions therein contained) to procure
that the Landlord's representations as to the yearly rent
payable thereunder are made to the arbitrator to the
reasonable satisfaction of the Landlord
(h) ENFORCEMENT OF COVENANTS
To enforce the performance and observance by every underlessee
of the provisions of the underlease (whether of the whole of the
Demised Premises or an Individual Unit) and not at any time
either expressly or by implication to waive any breach of the
covenants or conditions on the part of the under lessee or
assignee of any underlease nor without the consent of the
Landlord (such consent not to be unreasonably withheld) to vary
the terms
(i) AGREEMENT
It is hereby expressly agreed and declared that if the Landlord
(acting reasonably) shall not be satisfied that the yearly rent
to be reserved by a proposed underlease is in accordance with
sub-clauses (20(d)(iv) or (20)(e)(v) of this Clause 4 (as the
case may be) then the Landlord may refuse its consent to such
underletting and such refusal shall be deemed to be reasonable
(21) TO REGISTER ANY DISPOSITION
To give notice in writing of every assignment assent transfer under
lease change of name charge or devolution of or other instrument
relating to or affecting the Demised Premises and to produce a certified
copy of the same within twenty one days after the execution or grant
thereof to the solicitors of the Landlord and to pay their reasonable
registration fee
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(and that of the Superior Lessor) in respect of each such instrument
PROVIDED THAT registration of any such document shall not require the
Landlord to consider the terms thereof and shall not be evidence that it
has done so
(22) RE-LETTING
To permit the Landlord and the Superior Lessor or their agents at any
reasonable time in the daytime on prior notice to enter upon the Demised
Premises and to affix upon any appropriate or suitable part thereof a
notice board or boards for re-letting at any time six months prior to
the expiration or sooner determination of the Term or at any time for
selling and to permit all persons authorised by order in writing of the
Landlord or its agents to view the Demised Premises at reasonable hours
in the day time without interruption
(23) EASEMENTS
To take all necessary steps to prevent any encroachment upon the
Demised Premises or the acquisition of any new right to light passage
drainage or other easement over upon or under the Demised Premises and
to give notice in writing to the Landlord of any threatened encroachment
or attempt to acquire any such easement and throughout the Term to
preserve unobstructed and undefeated all rights of light and other
easements appertaining to the Demised Premises and not to permit or
suffer but give notice in writing to the Landlord of any act matter or
thing whereby a new easement or encroachment might come to be made into
against over or upon the Demised Premises or any part thereof and to do
all such things as the Landlord may reasonably require to prevent the
same
(24) LANDLORD'S COSTS
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To pay to the Landlord on an indemnity basis all reasonable and proper
Solicitors' (as between a Solicitor and own client) counsels' surveyors'
and other professional costs expenses and fees incurred by the Landlord
(a) In or in contemplation of any proceedings relating to the
Demised Premises whether or not under Sections 146 or 147 of the
Law of Property Xxx 0000 or the preparation and service of a
notice thereunder (whether or not any right of re-entry or
forfeiture has been waived by the Landlord or a notice served on
the Tenant has been complied with or the Tenant has enjoyed
relief under the provisions of the said Act or forfeiture is
avoided otherwise than by relief granted by the Court) and to
keep the Landlord fully and effectively indemnified against all
costs expenses claims and demands whatsoever in respect of such
proceedings
(b) In the preparation and service of a schedule of dilapidations
at any time during or after the Term and in the inspection of
the works which are the subject of such schedule whether during
or after the carrying out thereof
(c) In connection with the recovery of any arrears of the rents
hereby reserved
(d) In respect of any application for consent required by this
lease whether or not such consent is granted
(25) TO YIELD UP
At the expiration or sooner determination of the Term quietly to yield
up the Demised premises and any additions thereto so repaired painted
cleansed maintained amended kept renewed and replaced as aforesaid
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(26) THE SUPERIOR LEASE ETC
At all times during the Term to observe and perform the obligations on
the part of the Landlord contained in the Superior Lease (except the
obligation to pay the premium and the obligations in clause 2(4)(i)(ii)
and (iii)) insofar as the same relate to or affect the Demised Premises
and to keep the Landlord fully and effectually indemnified against all
actions proceedings damages costs expenses claims and demands whatsoever
in respect of any breach thereof
(27) VALUE ADDED TAX
Whenever in this lease provision is made for the Tenant to pay any sum
(including but without prejudice to the generality of the foregoing rent
legal costs registration fees surveyors and other professional fees
charges and expenses) on which Value Added Tax is payable or may at the
election of the Landlord be payable (and provided that the Landlord does
so elect) then the Tenant shall pay in addition to such sum Value Added
Tax thereon at the rate appropriate at the time of supply Provided That
where the Value Added Tax supply is to the Tenant the Landlord shall
provide the Tenant with a VAT invoice addressed to and in favour of the
Tenant and where the VAT supply is to the Landlord the Tenant shall pay
to the Landlord only that part of the Value Added Tax which the Landlord
is not entitled to recover
(28) PIPES AND DRAINS
Not to obstruct or permit the obstruction of any pipes including the
drains serving the Demised Premises by oil grease hair or other
deleterious matter but to keep all pipes and drains in or serving the
Demised Premises thoroughly cleaned as often as may be necessary
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5. THE Landlord hereby covenants with the Tenant that:-
(1) QUIET ENJOYMENT
The Tenant paying the rents hereby reserved and performing and
observing the several covenants conditions and agreements herein
contained and on the Tenant's part to be performed and observed
may peaceably and quietly hold and enjoy the Demised Premises
during the Term without any lawful interruption by the Landlord
or any person rightfully claiming under or in trust for the
Landlord
(2) THE SUPERIOR LEASE ETC
To observe and perform the covenants on the part of the
Landlord contained in the Superior Lease but only so far as the
Superior Lessor shall require the same to be observed and
performed and except as they are by this lease expressly assumed
by the Tenant
(3) TO INSURE
To insure or cause to be insured the Demised Premises and all
Landlord's fixtures and fittings therein or thereon of an
insurable nature (other than those which the Tenant or other
tenants may be entitled to remove) including all the glass
herein (save for plate and other glass insured by the Tenant
pursuant to clause 4(7)(i)) against (i) loss or damage by the
Insured Risks in such sum (including any incidental expenses) as
shall be determined from time to time by the Landlord to
represent the reinstatement cost thereof as new together with
all professional and other fees and expenses and the cost of
site clearance and other incidental expenses (ii) public
liability of the Landlord involving or relating to the Demised
Premises or any part thereof and (iii) the loss of four years
rent in some insurance office of repute
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and to supply a summary of such insurance and evidence of payment of the
current premium to the Tenant on request once yearly and in the case of
destruction or damage to the Demised Premises by any Insured Risk to
immediately notify the insurer on receiving notification from the Tenant
of the damage or destruction and to claim all sums due under the
insurance policy and use all reasonable endeavours to procure the
payment by the insurer of all sums properly due under the insurance
policy and apply for and use all reasonable endeavours to obtain all
planning permissions building regulations consents and other consents or
licences necessary to enable the Landlord to reinstate the Demised
Premises and (unless payment of any money payable under any policy of
insurance shall be wholly or partly withheld or refused either in
consequence of any exclusion or qualification imposed by insurers or of
any act neglect or default of the Tenant its undertenants or their
respective servants agents or licensees) to ensure that all insurance
moneys (other than for loss of rent and public liability) received by
the Landlord are with all convenient speed (subject to the necessary
labour and materials being procurable and to all necessary statutory
consents being obtained) laid out and applied in rebuilding repairing or
otherwise reinstating the Demised Premises and to make up any deficiency
out of its own monies
(4) INSURANCE PROCEEDS
Subject to the provisions for reinstatement contained in sub-clause (3)
of this Clause 5 the building Insurance proceeds shall belong to the
Landlord for its own use and benefit absolutely
(5) NOTIFICATION
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The Landlord will notify its insurers of the Tenant's interest
in the Demised Premises and have it noted on the policy or
policies of insurance
6. PROVIDED ALWAYS and it is hereby agreed and declared as follows:-
(1) FORFEITURE AND RE-ENTRY
That this lease is made upon the express condition that if (a)
any of the rents hereby reserved shall be unpaid for twenty one
days after the due dates whether the same shall have been
lawfully demanded or not or (b) any Tenant's covenant shall not
have been observed or performed or (c) if the Tenant being an
individual or firm shall become bankrupt or be the subject of an
interim order under Part VIII of the Insolvency Xxx 0000 or
being a Company shall go into either compulsory or voluntary
liquidation (except for the purpose of reconstruction or
amalgamation) or shall have an administration order made in
respect of it under the Insolvency Xxx 0000 or if an
administrative receiver or a receiver shall be appointed or (d)
the Tenant shall enter into composition or arrangement with
creditors or shall suffer any distress or execution to be levied
on the goods of the Tenant then and in any of the said cases and
at any time thenceforth it shall be lawful for the Landlord or
its authorised agent to re-enter into or upon the Demised
Premises and to repossess and enjoy the same as if this lease
had not been made but without prejudice to any right of action
or remedy of either party in respect of any antecedent breach of
any of the covenants by the other herein contained
(2) RENT CESSER
If during the Term the Demised Premises or any part thereof
shall be destroyed or damaged by any Insured Risk so as to be
unfit for occupation or use and the policy of insurance
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effected by the Landlord shall not have been vitiated or payment of the
policy moneys wholly or partly withheld or refused by reason of any act
neglect or default of the Tenant its undertenants or their respective
servants agents or licensees the First Reserved Rent or a fair
proportion thereof according to the nature and extent of the damage
sustained shall be suspended until the Demised Premises shall again be
fit for occupation and use or until the expiration of four years from
the date of the damage or destruction whichever shall be the earlier and
any dispute shall be referred to the award of a single arbitrator to be
appointed in default of agreement upon the application of either party
by the President for the time being of the Royal Institution of
Chartered Surveyors in accordance with the provisions of the Arbitration
Acts 1950 and 1979 or any statutory modification thereof for the time
being in force
(3) DETERMINATION BY EITHER PARTY
If within four years from the date of such damage or destruction as
aforesaid of the Demised Premises reinstatement or rebuilding of the
Demised Premises has not been practically completed then after the
expiration of the said four year period but only before such practical
completion as aforesaid either party may give written notice to the
other terminating this lease three months from the date of such notice
whereupon this lease shall absolutely determine and the rights and
obligations of the parties shall cease but without prejudice to any
right or claim arising hereunder and still subsisting at the date of
determination
(4) DETERMINATION BY TENANT
(a) At any time before 25th November 2002 the Tenant may serve a
notice to terminate the Term on 25th December 2003 and if it
does so and if the Tenant delivers to the
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Landlord vacant possession of the Demised Premises by 12 noon on
25th December 2003 the Term will end at 12 noon on 25th December
2003 (rent being paid for all that day) but the termination will
not affect any claim by either party in respect of antecedent
breaches of the provisions of this lease
(b) The provisions of clause 6(4)(a) hereof shall be null and void
if the Tenant (with the consent of the Landlord under this
lease) grants an underlease of the whole of the Demised Premises
or an Individual Unit at any time before 25th December 2003
which does not comply with the provisions of sub-paragraph (d)
hereof save if the Landlord at its discretion releases the
provisions of this clause 6(4)(b) in the Licence to Underlet
(c) Notwithstanding the provisions of clauses 4.20(d) and (e) of
this lease the Tenant shall not underlet the whole of the
Demised Premises or an Individual Unit after a notice to
terminate has been served by the Tenant pursuant to clause
6(4)(a) hereof
(d) The provisions of sub-paragraphs (b) and (c) above shall not
apply in circumstances where an underlease contains an agreement
authorised by the Court excluding the provisions of Sections
24-28 (inclusive) of the Landlord and Xxxxxx Xxx 0000 and is for
a term which expires on or before 12 noon on 25th December 2003
(5) NOTICES
The provisions of section 196 of the Law of Property Xxx 0000 as amended
by the Recorded Delivery Service Xxx 0000 shall apply to all notices
required to be served under this lease
(6) MORTGAGEES AND SUPERIOR LESSOR
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In this lease the powers rights matters and discretions reserved to or
exercisable by the Landlord including powers to enter inspect repair
maintain or alter the Demised Premises or any part of the Landlord's
adjoining premises shall also be reserved to or exercisable by its
Mortgagees and by the Superior Lessor and their respective servants
agents or workmen
(7) SUPERIOR LESSOR'S CONSENT
In this lease where the consent of the Landlord is required to any
matter the Superior Lessor's consent shall also be obtained by the
Tenant if appropriate
(8) DISPUTES
Any dispute arising as between the Tenant and the lessee or occupier of
any adjacent or neighbouring premises belonging to the Landlord as to
any easement right or privilege enjoyed or used in common shall be
decided by the Landlord or the Landlord's Surveyor whose decision (save
in the case of manifest error) shall be binding upon all parties to the
dispute
(9) RIGHTS OF ENTRY
Notwithstanding anything contained in this Lease all rights of entry
into the Demised Premises (whether by the Landlord its employees or
agents or other owners tenants or occupiers of the Landlord's adjoining
or neighbouring property) shall only be exercised in the company of an
escort provided by the Tenant and the Tenant undertakes to provide such
escort when required
(10) RELEASE OF TENANT
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(a) Subject to compliance with the provisions of clause 4(20)(c)
then upon and with effect from completion of a lawful assignment
of the whole of the Demised Premises by the person at that time
being the Tenant ("the Assignor") to another ("the Assignee")
where either the Assignor is a Qualifying Person or the Assignee
is a Qualifying Person the Assignor shall cease to have any
liability for any future breach or non observance or non
performance of the covenants on the part of the Tenant contained
in this Lease and any surety of the Assignor shall cease to have
any liability for any future breach or non observance or non
performance of the covenants on the part of the Tenant contained
in this Lease pursuant to any covenants given in any guarantee
or agreement between such surety and the Landlord PROVIDED
ALWAYS
(i) that the Assignor and any surety of the Assignor shall
nevertheless remain liable in respect of any subsisting
breach of the said covenants occurring prior to the date
of the lawful assignment; and
(ii) that the Assignor and any surety of the Assignor shall
enter into a Deed of Guarantee whereby the Assignor and
any surety of the Assignor covenants with the Landlord
as surety (in the form reasonably acceptable to it)
incorporating a standard of obligations similar to those
set out in Third Schedule hereto but adapted to suit the
circumstances in which the guarantee is given for the
period during which the Assignee remains liable as
tenant under the terms of this Lease.
(b) If the Assignor and any surety of the Assignor are not released
from their respective liabilities by the
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operation of this clause 6(10) because neither the Assignor or the
Assignee is a Qualifying Person then the Assignor and any surety of the
Assignor shall in any event cease to have any liability for any future
breach or non observance or non performance of the covenants on the part
of the Tenant contained in this Lease with effect from the date of the
first lawful assignment thereafter by a person at that time being the
Tenant to another where either of those persons is a Qualifying Person.
(11) INTERPRETATION
(a) Whenever the Demised Premises are vested in more than one
person for the Term every covenant on the part of the Tenant
herein contained shall be deemed to be made jointly and
severally by those persons
(b) Words importing the masculine gender shall include the feminine
gender and words in the singular shall include the plural
(c) The clause headings hereto shall not affect in any way the
construction of this lease
(12) DELIVERY
The provisions of this lease (other than those contained in this
clause) shall have no effect until this lease has been dated
(13) AGREEMENT FOR LEASE
It is hereby certified that there is an agreement for lease to which
this lease gives effect
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7. SURETY COVENANTS
The Surety hereby covenants with the Landlord as follows:-
(1) That the Tenant will throughout the Term and also during such period as
the Tenant remains in occupation of the Demised Premises pay the rents
hereby reserved on the days and in manner aforesaid and shall duly
perform and observe all the covenants hereinbefore on the Tenant's part
contained and that in the event of the Tenant failing to do so the
Surety will indemnify and keep indemnified the Landlord from and
against all actions claims demands costs losses and expenses which may
be brought or made against or sustained or incurred by the Landlord
howsoever arising directly or indirectly out of or in connection with
such failure PROVIDED ALWAYS and it is hereby agreed that any neglect
or forbearance of the Landlord in endeavouring to obtain payment of the
several rents when the same become payable or to enforce performance or
observance of the Tenant's covenants and any time which may be given by
the Landlord to the Tenant shall not release or exonerate or in any
way affect the liability of the Surety under this covenant
(2) That if for any reason the term hereby granted shall be prematurely
determined by forfeiture or if the same shall be disclaimed in
circumstances releasing the Tenant from liability the Surety will (if
so required by the Landlord within 60 days of the date of such
forfeiture or disclaimer) accept from the Landlord a grant of a new
lease of the Demised Premises from the date of such determination or
disclaimer for the residue of the Term then unexpired at the same
several rents hereinbefore reserved and subject to the like covenants
and provisos as are herein contained and at the expense of the Surety
and on the execution of such further lease the Surety shall execute and
deliver to the Landlord a counterpart thereof or (as the case may be)
the Surety shall accept the vesting in it of this lease
(3) That if the Landlord shall not require the Surety to take a lease of
the Demised Premises pursuant to Clause 7(2) above the Surety shall
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nevertheless upon demand pay to the Landlord a sum equal to the rent and
to all other payments that would have been payable under this lease but
for the disclaimer in respect of the period from the date of the said
disclaimer until the expiration of six months therefrom or until the
Demised Premises shall have been relet by the Landlord whichever shall
first occur
(4) The Surety represents and warrants to the Landlord that the Surety has
full power authority and legal right to enter into the covenants
contained in this Clause 7
(5) The rights and obligations of the parties hereto shall be governed and
construed in accordance with English law
(6) The Surety hereby irrevocably:-
(a) agrees that the Courts of England and Wales shall have
jurisdiction to hear and determine any suit action or
proceeding arising out of or relating to this lease (including
this Clause 7) and
(b) waives to the fullest extent permitted by law any objection
which the Surety may now or hereafter have to the jurisdiction
of the Courts of England and Wales to hear and determine any
suit action or proceeding arising out of or relating to this
lease (including this Clause 7) or any claim that any such
Court is not a convenient or appropriate forum
(7) The submission to the jurisdiction of the Courts referred to in Clause
7(6) shall not (and shall not be construed as to) limit the right of
the Landlord to take proceedings against the Surety in any other Court
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of competent jurisdiction nor shall the taking of proceedings in any one
or more jurisdictions preclude the taking of proceedings in any other
jurisdiction whether concurrently or not
IN WITNESS whereof the parties have executed this lease as a Deed the day and
year first before written
THE FIRST SCHEDULE above referred to
PART 1
TENANTS RIGHTS
1. A right during the Term to uninterrupted passage and running of water
soil drainage gas electricity and telephone lines and other services (in
common with the Landlord and the Superior Lessor and all other persons
having the like right) through the sewers pipes drains cables wires or
other conducting media in the Landlord and the Superior Lessor's
property adjoining or neighbouring the Demised Premises all such rights
to cease and determine as and when and to the extent from time to time
that the said services shall become adopted and maintainable at public
expense and the right to enter upon the said adjoining or neighbouring
property of the Landlord and the Superior Lessor to make any necessary
connections thereto or to cleanse repair renew the same the person
exercising such right causing as little inconvenience as possible and
making good any damage thereby caused to the property so entered
2. With the Landlord's prior written consent (not to be unreasonably
withheld or delayed) and upon reasonable prior written notice given to
the Landlord and all other persons affected thereby the right of access
into and upon the adjacent premises of the Landlord as may be requisite
to enable the Tenant to comply with the Tenant's obligations herein
contained subject to causing as little inconvenience as possible and
making good any damage caused
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3. The right during the Term to exhibit the Tenant's name and business
details in such manner as the Landlord shall reasonably decide on the
name board sign erected by the Landlord at the junction of Home Farm
Road with Lewes Road pursuant to the provisions of the Superior Lease
4. The right at reasonable times and on reasonable notice (except in
emergency) to the Landlord and the tenant or occupier of Xxxx 0 to enter
Unit 2 for the purposes of repairing and maintaining the Soakaways
subject to making good any damage to Unit 2 caused by such entry
PART 2
LANDLORDS RIGHTS
1. Unto the Landlord and the Superior Lessor and all persons now or
hereafter entitled thereto the right of free and uninterrupted passage
and running of water soil drainage gas electricity telephone lines and
other services from and to any adjoining or neighbouring property by or
through the sewers pipes drains cables wires conduits and ducts and
other conducting media which are or may hereafter during the Term be in
under or upon the Demised Premises and the right to use the Soakaways
for the purposes of drainage of rainwater and surface water from Unit 1
but all such rights hereinbefore reserved shall cease and determine as
and when and to the extent from time to time that the said services
shall become adopted and maintainable at public expense
2. Unto the Landlord and the Superior Lessor and their respective tenants
the right at any time and from time to time hereafter to build upon and
use any of their adjoining or neighbouring land and rebuild or alter any
of the buildings now or hereafter to be erected thereon according to
such plans (whether as to height extent or otherwise) and in such manner
as they deem fit notwithstanding any interference thereby occasioned to
the access of light and air to the Demised Premises or any buildings now
or hereafter to be erected on the site thereof
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3. Unto the Landlord and the Superior Lessor all of the air over a level
of two metres above the ridge level of the building now constructed on
the Demised Premises as shown on the drawing numbered 2 annexed hereto
such level to extend horizontally over the building and elsewhere over
the site thereof and over a level of one metre above the level of the
fence now erected along the rear boundary of the Demised Premises
4. Unto the Landlord with or without workmen and others the right to enter
upon the Demised Premises for the purpose of carrying out the works
referred to in paragraph 5 of Part 1 of the Second Schedule hereto
5. Unto the Landlord and (in addition in the case of the right reserved
in paragraph (iii) below the Landlord's tenant or tenants of Unit 2 or
other the owner or occupier of Unit 2) all persons authorised by the
Landlord the right at reasonable times and on reasonable notice (except
in emergency) to enter the Demised Premises for the purposes of (i)
inspecting the condition and state of repair thereof (ii) carrying out
any works (whether of repair or otherwise) for which the Tenant is
liable and which the Tenant has failed to carry out pursuant to Clause
4(4) and (8) hereof (iii) carrying out any works (whether of repair or
otherwise) to any property adjoining the Demised Premises or to any
party structure sewer drain or other thing used by the Tenant in common
with others (including without prejudice to the generality of the
foregoing the Soakaways) subject to making good any damage to the
Demised Premises caused by such entry
THE SECOND SCHEDULE above referred to
PART 1
SERVICE COSTS
1. The repair maintenance and replacement from time to time of any drains
pipes cables and wires or other conducting media under any property
adjoining or neighbouring the Demised Premises until such time and to
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the extent that the drains pipes cables and wires or other conducting
media shall become adopted and maintainable at public expense
2. Discharging all rates taxes assessments duties and impositions payable
in respect of the common parts of the adjoining or neighbouring property
of the Landlord the use of which is shared by the Tenant with others
3. Constructing repairing rebuilding and cleansing all party walls and
fences and also sewers drains pipes wires and other things the use of
which is common to the Demised Premises and any other premises and the
said name board referred to in paragraph 3 of Part 1 of the First
Schedule hereto
Maintaining and repairing the Grassed and Planted Areas save for any
part of that area which is demised to a tenant
5. Maintaining and keeping the landscaped areas within the Demised
Premises well and properly cultivated and trimmed and cut and free from
weeds and in a tidy condition and to ensure that the said landscaped
areas are fully planted out with appropriate plants and shrubs
6. Providing such other services or carrying out any other work which the
Landlord shall from time to time reasonably consider necessary for the
benefit of the Demised Premises and any other premises on the Landlord's
adjoining or neighbouring property
7. Management of the Demised Premises and the adjoining or neighbouring
property of the Landlord by the Landlord's surveyor the reasonable and
proper management fee of the Landlord's Surveyor not to exceed 12-1/2%
of the total cost incurred by the Landlord for the provision of the
services referred to in this Part 1 of the Second Schedule hereto
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PART 2
SERVICE CHARGE
1. The Service Charge to be paid by the Tenant shall be such fair
proportion (which may if appropriate be the whole amount) of the actual
or anticipated Service Costs for each Service Charge Year which shall be
assessed by the Landlord's Surveyor according to a reasonable and proper
basis for apportionment applicable from time to time to the Demised
Premises and the rights hereby granted
2. The Landlord may make and send to the Tenant notice in writing of the
Landlord's estimate of the anticipated Service Costs and the Service
Charge applicable to the Demised Premises for each Service Charge Year
and the Tenant shall pay such estimate of the Service Charge by equal
quarterly instalments in advance on the usual quarter days
3. The Landlord will (unless prevented by causes beyond its control)
prepare and send to the Tenant a detailed statement of the actual
Service Costs and Service Charge for each Service Charge Year as soon as
practicable after the end of such year and in the event of the Service
Charge for the Demised Premises exceeding the aggregate amount paid by
the Tenant for such year the Tenant will pay the balance due to the
Landlord forthwith and in the event of the aggregate amount being
greater the excess will be credited by the Landlord by way of set-off
against the next instalment of Service Charge due from the Tenant
THE THIRD SCHEDULE above referred to
1. That the Tenant will throughout the Term and also during such period as
the Tenant remains in occupation of the Demised Premises pay the rents
hereby reserved on the days and in manner aforesaid and shall duly
perform and observe all the covenants hereinbefore on the Tenant's part
contained and that in the event of the Tenant failing to
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do so the Surety will indemnify and keep indemnified the Landlord from
and against all actions claims demands costs losses and expenses which
may be brought or made against or sustained or incurred by the Landlord
howsoever arising directly or indirectly out of or in connection with
such failure PROVIDED ALWAYS and it is hereby agreed that any neglect or
forbearance of the Landlord in endeavouring to obtain payment of the
several rents when the same become payable or to enforce performance or
observance of the Tenant's covenants and any time which may be given by
the Landlord to the Tenant shall not release or exonerate or in any way
affect the liability of the Surety under this covenant
2. That if for any reason the term hereby granted shall be prematurely
determined by forfeiture or if the same shall be disclaimed in
circumstances releasing the Tenant from liability the Surety will (if so
required by the Landlord) accept from the Landlord a grant of a new
lease of the Demised Premises from the date of such determination or
disclaimer for the residue of the Term then unexpired at the same
several rents hereinbefore reserved and subject to the like covenants
and provisos as are herein contained and at the expense of the Surety
and on the execution of such further lease the Surety shall execute and
deliver to the Landlord a counterpart thereof or (as the case may be)
the Surety shall accept the vesting in it of this lease
3. That if the Landlord shall not require the Surety to take a lease of
the Demised Premises pursuant to paragraph 2 above the Surety shall
nevertheless upon demand pay to the Landlord a sum equal to the rent and
to all other payments that would have been payable under this lease but
for the disclaimer in respect of the period from the date of the said
disclaimer until the expiration of six months therefrom or until the
Demised Premises shall have been relet by the Landlord whichever shall
first occur
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