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EXHIBIT 10.21
Dated 1st December 1995
X X XXXX & SON (HOME FARM) LIMITED
- to -
ECC SIMULATION LIMITED
- and -
ECC INTERNATIONAL CORP.
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LEASE
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Xxxx 0 Xxxx Xxxx Xxxxxxxx Xxxxxx Home Farm Road
Brighton East Sussex
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[XXXXXXXX XXXXXXX LOGO]
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THIS LEASE is made the 1st December 1995
(1) X X XXXX & SON (HOME FARM) LIMITED whose registered office is situate
at X X Xxxx Business Centre Xxxxx Xxxx Xxxxxx Xxxxxx Xxxx Xxxxxx XX0
0XX (hereinafter called "the Landlord")
(2) ECC SIMULATION LIMITED (company registration number 1913659) whose
registered office is situate at Xxxxxxxx Xxxxx Xxxxxxxx Xxxx Xxxxxxxx
by Xxx Xxxx Xxxxxx XX00 0XX (hereinafter called "the Tenant")
(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 U S A (hereinafter called "the Surety")
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 Surety"
means the Surety hereinbefore named or any person who shall have
covenanted with the Landlord pursuant to Clause 4(20)
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"the Plan"
means the plan numbered 1 annexed hereto
"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 1"
means the property adjoining the Demised Premises known as Xxxx 0 Xxxx Xxxx
Xxxxxxxx Xxxxxx Xxxxx 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 the Demised Premises and drainage pipes leading
thereto from Unit 1
"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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[Schematic of property]
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"Term"
means 21 years commencing on 24th June 1995
"The Rent Commencement Date"
means 24th June 1996
"the Initial Market Rent"
means the sum of TWO HUNDRED AND EIGHTY FIVE THOUSAND POUNDS
(Pounds Sterling 285,000) per annum 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 2001 24th June 2006 and 24th June 2011
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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 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 Service Charge"
means the sums payable by the Tenant in accordance with Part 2 of the Third
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 Third Schedule hereto
"the Superior Lease"
means the lease of the Demised Premises and other land date 5th May 1991
and made between the Brighton Borough Council of the one part and the
Landlord of the other part
"the Superior Landlord"
means Brighton Borough Council or such other person entitled to the benefit
of the reversion expectant upon the determination of the Head Lease
"the Electricity Sub-Station Lease"
means the electricity sub-station lease dated 20th June 1991 and made
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between the Superior Landlord of the one part and Seeboard PLC of the other
part
"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
"the Units"
means all the units lettered "A" "B" "C" and "D" 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 payable
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
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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 SUBJECT TO and where
appropriate with the benefit of the provisions of the Electricity
Sub-Station Lease in so far as the same affect or benefit the Demised
Premises 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 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 24th December 2003 the Initial Market Rent: and
(3) from and including the 25th December 2003 until and including the
23rd June 2006 the yearly rent agreed or determined at 24th June
2001 in accordance with Clause 3 hereof or THREE HUNDRED AND
SIXTY EIGHT THOUSAND POUNDS (Pounds Sterling 368,000) per annum
exclusive of Value Added Tax whichever shall be the greater; and
(4) during each successive Review Period commencing with the Review
Period that commences on the second Review Date (that is 24th
June 2006) 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
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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 Market 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 are 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 best 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
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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)
for a term of fifteen 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
(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
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(iv) any effect on rental value of any obligation of the Tenant
to remove alterations or to restore or reinstate the
Demised Premises and
(v) any rent free period or reduced rent period allowed to the
Tenant under the terms of this lease and
(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 that 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 and 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
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
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(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 (or in the case of the first review payable from 25th
December 2003) 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 (or in the
case of the first review had been ascertained on 25th
December 2003) 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
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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 for 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 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 apply before as well
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as after and notwithstanding any judgement of the Court) Provided
that this Clause 4(1)(c) 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) 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 that this Clause 4(1)(d) 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
Third 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
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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
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 the 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)
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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 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
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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
(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
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(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 its 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 by paid
incurred or suffered by the Landlord in effecting or maintaining
such insurance
(i) To insure the 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 the 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
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by any local or public authority (including works required under the
Health & Safety at Work ect. 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 Landlord 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 landlord 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
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To permit the Landlord and the Superior Landlord 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 and the
Superior Landlord the Landlord or the Superior Landlord 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 Landlord 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
(b) At the sole cost of the Tenant to comply with the Planning Acts
for the time being in force and with 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
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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
(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
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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 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
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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
Landlord 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 any
alterations to the Demised Premises which affect the operation of
the sprinkler system (if any) without first obtaining the consent
in writing of the Landlord such consent not to 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 Engineers 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
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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 alternations as aforesaid are necessary
because of a permitted underletting of an Individual Unit then
the provisions of Clause 4(18)(g) hereof shall apply thereto
mutatis mutandis
(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 Clause 4(18) and Clauses 4(13)(14) and (26) nor except
in accordance with plans and specifications (with such additional
copies thereof as the Landlord may reasonably required previously
submitted to and
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approved in writing by the Landlord nor carried out except to the
satisfaction of its surveyor
(h) Nothing herein contained in this Clause 4(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
(a) Not without the previous written consent of the Landlord and the
Superior Landlord (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 Landlord) 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
(b) Without prejudice to the provisions of Clause 4(19)(a) 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 Landlord (such consents not to be unreasonably withheld
or delayed) any xxxx notice sign or advertisement
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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 Landlord 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
(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
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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
(i) Not to assign the whole of the Demised Premises:-
(a) without the Landlord's prior written consent such
consent not to be unreasonably withheld or delayed
(b) except to an assignee who shall first have
(aa) 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
(bb) 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 Second Schedule
hereto or in such other form as the Landlord may
reasonably require
(ii) Subject to compliance with the provisions of clause
4(20)(c)(i) 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
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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
(a) 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
(b) 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 a form reasonably acceptable to it)
incorporating a standard of obligations similar to
those set out in the Second 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
(iii) If the Assignor and any Surety of the Assignor are not
released from their respective liabilities by the operation
of Clause 4(20)(c)(ii) because neither the Assignor or the
Assignee is a Qualifying Person, then the Assignor and any
Surety of the Assignor shall
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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
(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 or delayed
(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 procured a
covenant with the Landlord by an acceptable guarantor
or guarantors in the terms (mutatis mutandis) set out
in the Second 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 greater of
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(a) the then open market yearly rental value of the Demised
Premises and
(b) the higher of the First Reserved Rent and the Initial
Market Rent
reviewable on the same dates and on the same terms (as set
out in Clause 3 hereof) as the First Reserved Rent
(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 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 and
(c) to obtain from any assignee of the underlease a
covenant with the Landlord
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(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) UNDERLETTING AN INDIVIDUAL UNIT
Not to underlet an Individual Unit
(a) without the Landlord's prior written consent such consent
not to be unreasonably withheld or delayed
(b) without the Tenant erecting or procuring the erection of an
internal division wall or walls (as the case may be) between
the Individual Unit and the remaining Units 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
(c) except to an underlessee who shall first have
(aa) 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
(bb) if reasonably so required by the Landlord procured a
covenant with the Landlord by an acceptable guarantor
or guarantors in the terms
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(mutatis mutandis) set out in the Second Schedule
hereto or in such other form as the Landlord may
reasonably require
(d) in consideration of any fine or premium
(e) 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 reviewable on the same
dates and on the same terms as set out in Clause 3 hereof
(f) except on similar covenants and conditions to those in this
lease (in so far as they are applicable to the underletting
of an Individual Unit) and in particular:-
(aa) for the re-entry on breach of any covenant in the
underlease
(bb) that the underlease will contain similar terms as to
the carrying out or paying for repairs and proper
services charges
(g) without taking from any underlessee unqualified covenants
(which the Tenant shall enforce):-
(aa) 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
(bb) not to deal in any other way whatsoever with the
Demised Premises or any part thereof
(cc) to obtain from any assignee of the underlet Individual
Unit a covenant with the Landlord
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(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) RENT REVIEW UNDER UNDERLEASES
To procure that in any underletting the yearly rent is reviewed
under such underlease 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 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
(g) 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 underlessee or
assignee of any underlease nor without the consent of the
Landlord (such consent not to be unreasonably withheld) to vary
the terms
(h) 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
Clause 4(20)(d)(iv) or 4(20)(i)(e) (as the case may be) then the
Landlord
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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
underlease 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 Landlord) 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 Landlord or their agents at
any reasonable time 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
daytime 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
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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 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 or approval required by
this Lease whether or not such consent is granted or such
approval given
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(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 obligations referred to in
clause 2(4) thereof) and Clause 4(e) of the Electricity Sub-Station
Lease 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
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Not to observe 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 as follows:-
(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:-
(a) the Superior Lease but only in so far as the Superior Landlord
shall require the same to be observed and performed and except as
they are by this lease expressly assumed by the Tenant and
(b) Clauses 4(b) to (d) inclusive of the Electricity Sub-Station
Lease
(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) excluding all the glass therein against (i) loss
or damage by the Insured Risks in such sum (including any incidental
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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 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 Clause 5(3)
hereof the building insurance proceeds shall belong to 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
PROVIDED ALWAYS that where any person comprising the Landlord assigns its
interest in the reversion to the Demised Premises such person shall be
released from the covenants set out above in this Clause 5 with effect from
the date of such assignment
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
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(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 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
and upon expiry of such notice 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
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(4) DETERMINING BY TENANT
(a) At any time before 25th November 2002 ECC Simulation Limited may
serve a notice to terminate the Term on 24th December 2003 and if
it does so and if ECC Simulation Limited delivers to the Landlord
vacant possession of the Demised Premises by 12 noon on 24th
December 2003 the Term will end at 12 noon on 24th 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
ECC Simulation Limited (with the consent of the Landlord) grants
an underlease of the whole of the Demised Premises or an
Individual Unit at any time before 24th December 2003 which does
not comply with the provisions of Clause 6(4)(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 ECC Simulation Limited shall not underlet the whole of
the Demised Premises nor 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 Clauses 6(4)(b) and (c) above shall not apply
in circumstances where an underlease of the whole of the Demised
Premises or an Individual Unit 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 24th December 2003
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(e) For the avoidance of doubt the benefit of the rights referred to
in Clause 6(4)(a) hereof are personal to ECC Simulation Limited
(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 LANDLORD
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 Landlord and their respective
mortgagees servants agents or workmen
(7) SUPERIOR LANDLORD'S CONSENT
In this lease where the consent or approval of the Landlord is
required under this lease the giving of such consent or approval
(which shall not be unreasonably withheld) shall be conditional upon
the consent or approval of the Superior Landlord being obtained so far
as may be required and the Landlord shall at the request and cost of
the Tenant use all reasonable endeavours to obtain any such consents
or approvals whenever they may be so required
(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
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(save in the case of manifest error) shall be binding upon all parties
to the dispute
(9) COMPENSATION ON VACATING
(a) Any statutory right of the Tenant to claim compensation from the
Landlord on vacating the Demised Premises shall be excluded as
far as law may allow
(b) The Tenant shall indemnify the Landlord against any compensation
payable by the Landlord pursuant to statute to any person
deriving title to the whole or any part of the Demised Premises
through or under the Tenant upon that person quitting where such
compensation would not have been payable by the Landlord if the
person quitting had been the lessee under a lease granted by the
Landlord containing a clause in the form of Clause 6(9)(a)
(10) RIGHTS OF ENTRY
Notwithstanding anything contained in this lease all rights of entry
into the Demised Premises referred to in Part 2 of the First Schedule
to this lease and Clauses 4(10) 4(11) 4(14)(c) and 4(22) of this lease
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 as
and when required. The provisions of this Clause 6(10) shall only
apply while ECC Simulation Limited remains the tenant of the Demised
Premises
(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
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(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) LAW AND JURISDICTION
(a) This lease and the rights and obligations of the parties hereto
shall be governed by and construed in accordance with English law
(b) Any suit action or proceeding arising out of or relating to this
lease and any action or proceedings to execute or otherwise
enforce any judgment obtained against the Tenant or the Surety
for breach of this lease may be instituted in the Courts of
England and Wales and by executing this lease the Tenant and the
Surety both unconditionally and irrevocably submit to such
jurisdiction
7. 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
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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
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 our 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
8. AGREEMENT FOR LEASE
It is hereby certified that there is no agreement for lease to which this
lease gives effect
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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
TENANT'S 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 Landlord and all other persons having
the like rights) through the sewers pipes drains cables wires or other
conducting media in the Landlord's and the Superior Landlord'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 Landlord to make any necessary connections
thereto or to cleanse repair and renew the same the person exercising such
rights 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 and upon reasonable prior written
notice given to the Landlord and all other persons affected thereby the
right of access into an 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
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
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PART 2
LANDLORD'S RIGHTS
1. Unto the Landlord and the Superior Landlord 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 Landlord 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
3. Unto the Landlord and the Superior Landlord 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
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4. 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 1 or the
owner or occupier of Unit 1) 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
5. 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 Third Schedule hereto
THE SECOND 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 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
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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
THE THIRD 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
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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. Construction 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 I of the First Schedule
4. 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 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 Part 1 of
this Third Schedule hereto
PART 2
SERVICE CHARGES
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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 COMMON SEAL of ECC SIMULATION
LIMITED was hereunto affixed in the
presence of:-
Director:
Signatory:
THE COMMON SEAL of ECC )
INTERNATIONAL CORP. was )
hereunto affixed in the )
presence of:- )
President:
Secretary:
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