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EXHIBIT 10.22
DATED 1st December 1995
X X XXXX & SON (HOME FARM) LIMITED
-- to --
ECC SIMULATION LIMITED
-- and --
ECC INERNATIONAL CORP
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L E A S E
-- relating to --
Xxxx 0X Xxxx Xxxx Xxxxxxxx Xxxxxx
Xxxxx Xxxx Brighton East Sussex
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THIS LEASE made 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 (hereinafter
called "the Landlord") of the first part and
(2) ECC SIMULATION LIMITED (company number 1913659) 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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"the Grassed and Planted Areas"
means the grassed and planted areas which adjoin Home Farm Road Brighton
East Sussex
"Block 3"
means the property shown for the purpose of identification only on the Plan
and thereon edged green
"the Forecourt"
means the forecourt which is for the purpose of identification only hatched
blue and coloured blue on the Plan
"the Car Parking Spaces"
means the fifteen car parking spaces marked A for the purpose of
identification only on the Plan
"the Demised Premises"
means the land with the building erected thereon or on some part thereof
known as Xxxx 0X Xxxx Xxxx Xxxxxxxx Xxxxxx Home Farm Road Brighton East
Sussex as the same is shown for identification purposes only edged red on
the Plan with the curtilage thereof and shall include any other building
from time to time erected thereon or on some part thereof
"the Fire Escape"
means the fire escape which is for the purpose of identification only
coloured yellow on the Plan
"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
"Insured Risks"
means (subject to such exclusions and limitations as are imposed by the
Insurers and to the extent that insurance cover against any
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[Figure]
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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
"Term"
means twenty one years commencing on 24th June 1995
"the Rent Commencement Date"
means 1995
"the Initial Rent"
means the sum of FORTY THOUSAND POUNDS (pound sterling 40,000) 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 Landlords 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
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(5) all expenses costs fees and other sums incurred under the provisions
Clause 4(24) hereof
"the Review Dates"
means 24th June 1998 24th June 2003 24th June 2008 and 24th June 2013
"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
4th June 1990 and made between Brighton Borough Council of the one part and
the Landlord of the other part as varied by a Deed of Variation dated 5th
July 1991 and made between Brighton Borough Council of the one part and the
Landlord of the other part
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"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
"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
"CIL" means Computer Imprintable Label System Limited (the present
tenants of the leases granted by the Landlord) or their assigns of the
leases of Units 3B 3C and 3D
"Unit 1 Option Agreement" means an agreement of even date with this Lease
made between (1) the Landlord and (2) the Tenant whereby the Tenant has an
option to take up a lease of Unit 1 in accordance with the provisions
therein contained
"Unit 1" means Xxxx 0 Xxxx Xxxx Xxxxxxxx Xxxxxx Home Farm Road Brighton
East Sussex
"Units 3B 3C and 3D" means the units adjoining the Demised Premises known
as Xxxxx 0X 0X xxx 0X Xxxx Xxxx Xxxxxxxx Xxxxxx Home Farm Road Brighton
East Sussex
"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
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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 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 and including the Rent Commencement Date until and including
the day immediately preceding the first Review Date the Initial
Rent; and
(2) 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
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
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the next following quarter day) to be payable on the Rent Commencement Date
(B) The SECONDARY 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
(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
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Date or the residue then unexpired of the term of this lease
(whichever shall be the longer)
(iii) that the convenants 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
(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 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(3) hereof save for Clauses 6(3) (a)
(c) and (h) hereof
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(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:-
(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
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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 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
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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 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 at all times and in manner aforesaid without any deduction
whatsoever except as authorized 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 rents 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
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(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
rents 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 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
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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
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
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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 external parts usually or previously
so dealt with and on the occasion of very 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 PROVIDED THAT for the avoidance of doubt the Tenant
shall not be required to paint the external profiled sheet cladding in
accordance with the covenant hereinbefore contained but shall keep the
same cleansed and maintained as necessary throughout the Term
(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 of any
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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
(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
or (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
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(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 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
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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 (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
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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 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
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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
(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 the 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
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(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
(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
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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 Class B1(b) or (c) 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 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
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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
(a) 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
(b) Not to place or cause to be placed or suffer to remain any good
parcels refuse or rubbish in or about the Forecourt Car Parking
Spaces pavements or entrances of the Demised Premises or
otherwise obstruct the same and in all respects to conform to
such reasonable rules and regulations as the Landlord may from
time to time make in this respect in the interest of good estate
management
(c) Not to park any vehicles on any part of Block 3 otherwise than in
the Car Parking Spaces
(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 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
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(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
(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 non-structural erection addition or alteration
whatsoever to the Demised Premises (including
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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 non-structural
demountable partitioning in the Demised Premises or installing
suspended ceilings lighting and heating on the ground floor of
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 and provided further that any
suspended ceilings lighting and heating installed pursuant to
this paragraph and any carpets laid by the Tenants shall be the
property of the Tenant and may be removed by the Tenant on
vacating the Demised Premises but all damage caused to the
Demised Premises in removing such items shall be made good in a
proper and workmanlike manner by the Tenant
(i) Any alterations or additions carried out to the Demised Premises
(including without prejudice to the generality of the foregoing
the suspended ceilings lighting and heating as aforesaid if these
items are not removed by the Tenant) shall at the end or sooner
determination of
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the Term be reinstated by the Tenant if requested in writing by
the Landlord so to do
(19) SIGNS
(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 which 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
undertenants 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
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after the receipt by the Tenant of notice requiring the Tenant so
to do
(20) ALIENATION ETC
(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
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(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
(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
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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
(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
(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 obtaining prior to the grant of the underlease an
Order of the Court excluding the provisions of Sections 24
to 28 (inclusive) of the Landlord and Xxxxxx Xxx 0000 and
providing in the underlease that the landlord and tenant
thereunder have agreed to exclude such provisions
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(vii) 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 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) 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 under
lease 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 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
(f) ENFORCEMENT OF COVENANTS
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To enforce the performance and observance by an underlessee of
the provisions of the underlease 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
(g) 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-clause (20(d)(iv) of this Clause 4 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 (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
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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
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
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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
(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 covenant contained in clause
2(4)) insofar as the same relate to or affect the Demised Premises and
to keep the Landlord fully and effectually indemnified against all
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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
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
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36
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
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)(a)) 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 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
-34-
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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 TO INSURERS
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
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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 convenant 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 convenants 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 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
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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
(a) 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
(b) At any time before 25th January 1997 and Landlord may serve a
notice on the Tenant to terminate the Term on 23rd June 1998 and
if the Landlord does so the Term will end at 12 noon on the 23rd
June 1998 (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 Provided that
no such notice to terminate this Lease shall be given by the
Landlord unless simultaneously therewith he provides reasonably
evidence that CIL require the Demised Premises for their own use
and occupation
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40
(c) At any time before the 25th March 1997 the Tenant may serve a
notice on the Landlord to terminate the Term on 23rd June 1998
and if the Tenant does so and if the Tenant delivers to the
Landlord vacant possession of the Demised Premises by 12 noon on
the 23rd June 1998 the Term will end at 12 noon on the 23rd June
1998 (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
(d) The provisions of clause 6(3)(c) hereof shall be null and void if
the Tenant (with the consent of the Landlord under this Lease)
grants an underlease of the Demised Premises at any time before
23rd June 1998 which does not comply with the provisions of
sub-paragraph (g) hereof save if the Landlord at its discretion
releases the provisions of this clause 6(3)(d) in the licence to
underlet
(e) Notwithstanding the provisions of clauses 4(20)(d) of this Lease
the Tenant shall not underlet the Demised Premises after a notice
to terminate has been served by the Landlord pursuant to clause
6(3)(b) hereof or served by the Tenant pursuant to clause 6(3)(b)
hereof
(f) Provided that if the Landlord or the Tenant serve notice pursuant
to sub-paragraphs (b) or (c) hereof and the Tenant exercises the
option to take a lease of Unit 1 pursuant to the Xxxx 0 Option
Agreement the Term will end at 12 noon on the date which is 3
months after the Rent Commencement Date as defined in the Unit 1
Option Agreement
(g) The provisions of sub-paragraphs (d) and (e) above shall not
apply in circumstances where an underlease contains an agreement
authorised by the Court excluding the
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41
provisions of Sections 24 to 28 (inclusive) of the Landlord and
Xxxxxx Xxx 0000 and is for a term which expires on or before 23rd
June 1998
(h) At any time before 29th September 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 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
(i) The provisions of clause 6(3)(h) hereof shall be null and void if
the Tenant (with the consent of the Landlord under this lease)
grants an underlease of the Demised Premises or any part thereof
at any time before 25th December 2003 which does not comply with
the provisions of sub-paragraph (k) hereof save if the Landlord
at its discretion releases the provisions of this clause 6(3)(i)
in the Licence to Underlet
(j) Notwithstanding the provisions of clauses 4.20(d) and (e) of this
lease the Tenant shall not underlet the Demised Premises after a
notice to terminate has been served by the Tenant pursuant to
clause 6(3)(h) hereof
(k) The provisions of sub-paragraphs (i) and (j) 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
(4) NOTICES
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42
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
(5) MORTGAGEES AND SUPERIOR LESSOR
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
(6) 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
(7) 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
(8) COMPENSATION
Subject to section 38(2) of the Landlord and Xxxxxx Xxx 0000 neither
the Tenant nor any assignee or underlessee of the Term or of the
Demised Premises shall be entitled on quitting the Demised Premises to
any compensation under the said Act
-40-
43
(9) XXXXXXXX XXX XXXXXX XXX 0000
Having been authorised so to do by an Order of the Lambeth County
Court dated 28th November 1995 under the provisions of the Landlord
and Xxxxxx Xxx 0000 Section 38(4) the Landlord and the Tenant agree
that the provisions of the Landlord and Xxxxxx Xxx 0000 Sections 24 to
28 inclusive shall be excluded in relation to the tenancy created by
this lease
(10) RIGHTS OF ENTRY
Notwithstanding anything contained in this Lease all rights of entry
into the Demised Premises (whether by the Landlord or 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 ECC Simulation Limited (except in the
case of emergency) and ECC Simulation Limited undertakes to provide
such escort without delay when required The provisions of this clause
6(10) shall only apply while ECC Simulation Limited remains the Tenant
of the Demised Premises
(11) RELEASE OF TENANT
(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
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or non observance or non performance of the covenants on the part
of the Tenant contained in this Lease pursuant to any convenants
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 operation
of this clause 6(11) 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.
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(12) 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
(13) DELIVERY
The provisions of this lease (other than those contained in this
clause) shall have no effect until this lease has been dated
(14) NO AGREEMENT FOR LEASE
It is hereby certified that there is no agreement for lease to which
this lease gives effect
7. SURETY OF 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
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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
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
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(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
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
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PART 1
TENANTS RIGHTS
1. A right of way at all times during the Term for the Tenant its underlessees
and their respective agents employees and licensees in common with the
Landlord and all other person having the like right with or without
vehicles over the part of the Forecourt hatched blue at all times and for
all purposes connected with the use and enjoyment of the Demised Premises
2. An exclusive right at all times during the Term to use the Car Parking
Spaces for the parking of private motor cars in connection with the use and
enjoyment of the Demised Premises
3. A right of escape in the case of emergency for the Tenant its underlessees
and their respective agents employees and licensees in common with the
Landlord and all other person having a like right over along across and
down the Fire Escape
4. 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
5. With the Landlord's prior written consent not to be unreasonably withheld
or delayed and upon reasonable prior written notice given to
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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
6. 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
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 space from a level
two metres above the ridge level of the building now constructed on the
Demised Premises as shown on the drawing numbered 2532/54 annexed hereto
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 all persons authorised by the Landlord the right at
reasonable times and on reasonable notice (except in emergency) to enter
the Demised Premises and/or the Car Parking Spaces 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 subject to
making good any damage to the Demised Premises
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 the
extent that the drains pipes cables and wires or other conducting media
shall become adopted and maintainable at public expense
2. The repair and maintenance from time to time of the Forecourt including the
Car Parking Spaces and the Fire Escape
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3. The repair and maintenance of external lighting for Block 3
4. The repair and maintenance of the burglar alarm system for Block 3
5. The maintenance of the landscaped areas within Block 3 so as to keep the
landscaped areas properly cultivated and trimmed and cut and free from
weeds and in a tidy condition and to ensure that the landscaped areas are
fully planted out with appropriate plants and shrubs
6. Any insurance premiums expended by the Landlord in respect of the Grassed
and Planted Area
7. 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
8. Repairing maintaining and renewing the boundary fence at the rear of Block
3
9. 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
10. Maintaining and repairing the Grassed and Planted Areas
11. 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
12. Management of the Demised Premises and the adjoining or neighbouring
property of the Landlord by the Landlord's surveyor the reasonably and
proper management fee of the Landlord's Surveyor not to exceed 12 1/2% of
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the total cost incurred by the Landlord for the provision of the services
referred to in this Part 1 of the Second Schedule hereto
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
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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) 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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THE COMMON SEAL of ECC
(SIMULATION LIMITED was
(hereunto affixed in the
(presence of:-
Director:
Authorised
Signatory
THE COMMON SEAL of ECC )
INTERNATIONAL CORP. was )
hereunto affixed in the )
presence of:- )
President:
Secretary:
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