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EXHIBIT 10.7
Page 1
Dated 3rd March 1993
B E T W E E N
GUILDQUOTE LIMITED (1)
-a n d-
MICROMUSE LIMITED (2)
-a n d-
CHRISTOPHER ▇▇▇▇ ▇▇▇▇▇ (3)
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L E A S E
relating to
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇
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▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇ ▇▇▇
Tel: 01.789 9111
Ref: SPC/GUILDQUOTE
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THIS LEASE is made the 3rd day of March 1993
BETWEEN the Landlord and the Tenant and the Surety whose respective names and
addresses are set out in the First Schedule
WITNESSETH:-
1. In this Lease unless the context otherwise requires the various
expressions set out below shall have the meaning or bear the
interpretation there set out
(a) "the Landlord" shall include the reversioner and any other
person for the time being immediately expectant on the term
hereby created and for the purpose of entering upon the Demised
Promises shall include the Superior Landlord (if any)
(b) "the Tenant" shall include the person from time to time
entitled to the Term and the personal representatives of the
Tenant
(c) words importing the masculine gender shall where necessary be
construed as importing the feminine gender and words importing
the neuter gender shall where necessary be construed as
importing the masculine gender or the feminine gender as the
case may be
(d) words importing the singular number only shall include the
plural number and vice versa and where there are two or more
persons included in the expression "the Landlord" or "the
Tenant" or "the Surety" the covenants expressed to be made by
the Landlord or the Tenant or the Surety shall be deemed to be
made by such persons jointly and severally
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(e) "the Demised Premises" means all that premises described in Part
I of the Second Schedule
(f) "Conduits" means and includes chimney flues ventilating ducts
air conditioning systems cisterns tanks radiators water gas soil
and waste water pipes sewers and drains central heating boilers
and pipes wires and cables used for the conveyance of electrical
current telephone cables valves traps and switches
(g) "the Development" means the land shown edged green on the Plan
annexed and more particularly described in Part II of the Second
Schedule
(h) "the Access Road" means the roadways and the footpaths adjacent
thereto shown hatched ▇▇▇▇▇ on the Plan annexed
(i) "the Common Parts of the Development" means those parts of the
Development which at the date hereof have not been and are not
intended to be let or sold by the Landlord and are capable of
benefiting and being used by the Tenant in connection with the
use of the Demised Premises and for the purpose of the Seventh
Schedule hereof the Common Parts of the Development shall be
deemed to include spaced for parking vehicles used by the
Lessee and spaces used for parking vehicles by other lessees in
the Development
2. THE Landlord demises to the Tenant the Demised Premises together with
the rights but subject to the exceptions and reservations mentioned in
the Second Schedule TO HOLD unto the Tenant for the term of years
specified in the First Schedule ("the Term") PAYING yearly, during the
Term the rent specified in the Third Schedule such rent to be paid by
equal quarterly payments in advance on the usual quarter days in every
year or proportionately for any fraction of a year the first of such
payments to be made on the execution hereof or if later the date upon
which the Fitting Out Works as defined in Clause 7.1
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of the Contract hereinafter defined are completed as evidenced by the
certificate referred to in Clause 7.3 of the agreement dated 23rd
December 1992 and made between the parties hereto and in this latter
case such rent shall not be payable for the period ending on the day
before such date and in each case without deduction
3. THE Tenant covenants with the Landlord to observe and perform the
covenants and stipulations set out in the Fourth Schedule
4. THE Landlord covenants with the Tenant to observe and perform the
covenants and stipulations set out in the Fifth Schedule
5. THE Landlord and the Tenant agree the provisions set out in the Sixth
Schedule
6. THE Surety hereby covenants with the Landlord to observe and perform the
covenants set out in the Eighth Schedule PROVIDED ALWAYS that the Surety
will cease to be liable under this clause and shall be released entirely
from all subsequent liability hereunder in the event that
(1) The Tenant shall provide to the Landlord accounts for the most
recent three consecutive years audited by a Chartered Accountant
and approved by the directors of the Tenant not more than three
months before such accounts are provided to the Landlord showing
for each such year net profits before tax amounting to not less
than three times the annual rent reserved by the lease under
Clause 2 hereof in the year to which the said accounts relate
and PROVIDED FURTHER that at the time of production of such
accounts no monies shall be due from the Tenant or the Surety to
the Landlord or
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(2) on completion of lawful assignment of the Lease in accordance
with the provisions hereto PROVIDED ALWAYS that there is
produced a grant of license for such assignment a surety
reasonably acceptable to the Landlord who will covenant therein
in equivalent form to the provisions of the Eighth Schedule
hereto or there is provided on the grant of such license a
security deposit in an amount equivalent to one half of the
annual rent then payable under the Lease such amount to be
placed in a separate designated Deposit Account interest
accruing to the Tenant and otherwise upon the terms of the
agreed draft deed set out in the Ninth Schedule hereto
IN WITNESS whereof the parties hereto have caused this instrument to be executed
as a Deed in the presence of the person(s) mentioned below the day and year
first before written
T H E F I R S T S C H E D U L E
THE LANDLORD : Guildquote Limited of ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
THE TENANT : MicroMuse Limited whose registered office is situated at
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇; ▇▇▇▇▇, Middlesex
THE SURETY : ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ of ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇; ▇▇▇▇▇▇ ▇▇▇
THE TERM : 10 years
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Floorplan A
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THE COMMENCEMENT DATE : 25th December 1992
THE AUTHORISED USER : Use within Class Bl of the Town and
Country Planning (Use Classes) Order 1987
T H E S E C O N D S C H E D U L E
The Demised Premises
ALL THAT BUILDING situate and known as Disraeli House Adelaide Road (all of
which premises are for the purposes of identification only shown edged red on
the plan annexed hereto ('the Plan') and for the purposes of obligation as
well as grant INCLUDE:-
the structure roof and foundations thereof and all pipes wires cables
channels sewers and drains which are situate therein
TOGETHER WITH:-
(a) the Landlords fixture and fittings on the Demised Premises
(b) the free and uninterrupted passage and running of water soil gas and
electricity and all other services to and form the Demised Premised in
through and along the Conduits which are now or may hereafter during the
Term be in on over or under the Development which serve the Demised
Premises
(c) the right of support shelter and protection for the Demised Premises
from the remainder of the Development as enjoyed at the date hereof
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(d) the right to pass and ▇▇▇▇▇▇ for all purposes connected with the use and
enjoyment of the Demised Premises to and from the Demised Premises from
to and to the nearest highway maintainable at public expense:-
(i) with or without vehicles of any description over and along the
Access Road
(ii) on foot only over and along those parts of the Common Parts of
the Development which give access to the Demised Premises
(e) a right of access on to any part of the Development for the purpose of
inspecting maintaining repairing renewing and replacing any part of
the Demised Premises or any of the Conduits exclusively serving the
same to the extent that the Tenant cannot otherwise do so
(f) the right to display a sign indicating the Tenant's name and business on
the exterior of the Demised Premises in a position approved by the
Landlord such approval not to be unreasonably withheld
(g) the exclusive right to park twelve roadworthy vehicles in the car
parking spaces shown edged yellow on the Plan ("the Car Parking Spaces")
EXCEPTING AND RESERVING to the Landlord and its Lessees tenants servants and
licensees and the owners lessees and occupiers for the time being of the
Development and any adjoining or neighbouring property and all other persons
from time to time having the like right
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(a) the free and uninterrupted passage and running of water soil gas and
electricity and all other services to and from the Demised Premises and
such adjoining neighbouring property through the Conduits which now are
in on over or under the Demised Premises or any part thereof together
with a full right of entry to the Demised Premises at all reasonable
times on giving reasonable notice for the purposes of installing adding
to inspecting maintaining replacing and repairing the Conduits the
person or persons exercising such right making good all damage to the
Demised Premises occasioned by such entry or any works consequent
thereon and provided that the person or persons so entering shall cause
as little inconvenience and interference as possible to the Tenant and
the business of the Tenant
(b) full right and liberty at any time or times to execute works repairs
and make erections upon or to erect upon rebuild reconstruct modify or
alter the Development or any part thereof (except the Demised Premises)
or the adjoining and neighbouring property and to use the Development
(except the Demised Premises) and the adjoining and neighbouring
property in such manner as they may think fit provided that the access
of light and air to the Demised Premises or any part thereof shall not
materially thereby be interfered with
(c) the right of support shelter and protection for the Development and any
adjoining and neighbouring property as enjoyed at the date hereof
(d) the right to enter the Demised Premises at all reasonable times upon 48
hours prior notice (except in case of emergency) for the purpose of
carrying out any works or doing anything whatsoever comprised within the
Landlords rights and obligations in this Lease Provided that the person
or persons so entering the Demised Premises shall cause as little
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interference and inconvenience as possible to the Tenant shall not
interfere with the Tenant's ability to carry out business from the
Demised Premises and shall make good all damage occasioned by such entry
or the carrying out of the any works to the reasonable satisfaction of
the Tenant
PART II
The Development
ALL THAT parcel of land with the buildings erected thereon situate and known as
the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ as the same is registered at H
M Land Registry under Title Numbers TGL 54450 and LN159125
T H E T H I R D S C H E D U L E
The Rents
1. IN this Schedule "Review Date" means the 25th day of December in the
year 1997 and "Review Period" means the period starting with the Review
Date up to the end of the Term
2. THE yearly rent shall be:-
(a) until the first Review Date the rent of Fifty Thousand Four
Hundred and Seventy POUNDS (L50,470)
(b) during the Review Period a rent equal to the rent previously
payable hereunder or such revised rent as may be ascertained as
herein provided whichever be the greater
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3. SUCH revised rent for the 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 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 Review Date and so that in
the case of such arbitration the revised rent to be awarded by the
arbitrator shall be such as he shall decide should be the yearly rent at
the Review Date for the Demised Premises
(A) On the following assumptions at that 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 sub-tenants or their
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 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 after five years) for a term equal to the
original term of this Lease
(iii) that the covenants herein contained on the part of the
Tenant have been fully performed and observed
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AND having regard to open market rental values current at the relevant
Review Date
(B) BUT disregarding:
(i) any effect on rent of the fact that the Tenant its sub-tenants
or their respective predecessors in title have been in
Occupation of the Demised Premises
(ii) any goodwill attached to the Demised Premises by reason of the
carrying on thereat of the business of the Tenant its
sub-tenants or their predecessors in title in their respective
businesses and
(iii) any increase in rental value of the Demised Premises
attributable to the existence at the Review Date of any
improvement to the Demised Premises or any part thereof carried
out with consent where required otherwise than in pursuance of
an obligation to the Landlord or its predecessors in title by
the Tenant its sub-tenants or their respective predecessors in
title during the Term or during any period of occupation prior
thereto arising out of an agreement to grant such Term PROVIDED
ALWAYS that it is hereby for the avoidance of doubt agreed that
any improvements carried out by or under an obligation to the
Tenant in carpeting and in the installation of air conditioning
in so far as any work would tend to increase the rental value of
the Demised Premises on review shall not be disregarded but that
any such improvements carried out by or under an obligation to
the Tenant in partitioning the Demised Premises shall be
disregarded
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(iv) insofar as permitted by law all restrictions whatsoever
relating to rent contained in any statute or order rules
or regulations thereunder and any directions thereby
given relating to any method of determination of rent
(v) any effect reducing the rent (but not disregarding any
effect increasing the rent) that may result from the
Landlord either having elected to charge VAT in addition
to the rent or reserving the right to do so
4. IT IS PROVIDED AND AGREED in relation to the said revised rent:
(A) in the case of a revised rent being determined by an arbitrator
the arbitration shall be conducted in accordance with the
Arbitration Acts 1950 to 1979 or any statutory modifications or
reenactments thereof for the time being in force
(B) When the amount of the rent to be ascertained as hereinbefore
provided shall have been so ascertained memoranda thereof shall
thereupon be signed by or on behalf of the Landlord and the
Tenant and annexed to this Lease and counterpart thereof and the
parties shall bear their own costs in respect thereof
(C) (i) if the revised rent payable on and from the Review Date
has not been ascertained by the Review Date rent shall
thereafter be a payable at the initial yearly rent
previously payable and forthwith upon the revised rent
being ascertained the Tenant shall pay to the Landlord
any shortfall between the rent previously payable and
the revised rent payable up
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to and on the preceding quarter day together with
interest thereon from the Review Date to the date of
payment at 3% below the Prescribed Rate
(ii) for the purposes of this proviso the revised rent shall
be deemed to have been ascertained on the date when the
same has been agreed between the parties or as the case
may be the date of the award of the arbitrator
T H E F 0 U R T H S C H E D U L E
The Covenants by the Tenant
1. TO pay the reserved rents on the days and in the manner aforesaid
without any deduction and if the Landlord so requires to pay the same by
Bankers Standing Order direct to the bank account of the Landlord or as
it shall direct
2. TO pay and contribute the Interim Charge and the Service Charge (as
those expressions are defined in the Seventh Schedule) at the time and
in the manner provided in that Schedule
3. TO bear pay and discharge all existing and future rates taxes duties
assessments impositions charges liabilities and outgoings whatsoever
(whether parliamentary parochial or otherwise and whether or not of a
capital or non-recurring nature) which are now or may at any time
hereafter be assessed charged or imposed upon or payable in respect of
the Demised Premises or any part thereof or on the owner or occupier in
respect thereof (excluding any payable by the Landlord in respect of the
receipt of rents or other payments made by the Tenant in accordance with
the provisions hereof except any Value Added Tax payable on the rents or
any other such payments on any disposition or dealing with or the
ownership of the reversion to this Lease)
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4. (a) AT all times during the Term to repair replace rebuild cleanse
and keep the Demised Premises and all additions and improvements
thereto and the Landlord's fixtures and fittings and the
Conduits therein in good and substantial repair and condition
provided always that the Tenant shall not be liable hereunder
where the damage is caused by an insured risk (as hereinafter
defined) except where the insurance money is irrecoverable
through the fault of the Tenant or its sub-tenants
(b) to paint with two coats of best quality paint or otherwise treat
in a proper and workmanlike manner all the wood and iron work of
the Demised Premises heretofore or usually painted or otherwise
treated once in every fifth year as regards the interior of the
Demised Premises and once in every third year as regards the
exterior thereof and in each case in the last year of the Term
(whether determined by effluxion of time or under the
provisions for re-entry hereinafter contained or otherwise) and
also to grain varnish clean paper and otherwise decorate in a
proper and workmanlike manner all such internal parts of the
Demised Premises as have been or ought properly to be so
treated and so that in the last year of the Term the tints
colours and patterns of all such works of interior decoration
shall be such as shall be approved by the Landlord
(c) Without prejudice to the generality of the foregoing to
maintain, repair and service at all necessary times the air
conditioning system in the Demised Premises using the services
of Barrier Air Conditioning Limited or such other contractor as
the Landlord may nominate and to produce to the Landlord
evidence of the service agreement and maintenance inspections
and repairs carried out provided always that if the Tenant shall
not maintain and regularly
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service the air conditioning system, the Landlord shall be
entitled on not less than 14 days notice to enter upon the
Demised Premises with all necessary workmen and execute such
necessary maintenance and servicing at the expense of the Tenant
in accordance with the covenants herein contained, and the cost
thereof shall be a debt due from the Tenant to the Landlord and
be forthwith recoverable by action
(d) Without prejudice to the generality of the foregoing to repair
maintain upkeep renew and service the lift in the Demised
Premises using the services of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ Limited or
such other contractor as the Landlord may nominate and to
produce to the Landlord evidence of the service agreement and
maintenance inspections and repairs carried out provided always
that if the Tenant shall not maintain and regularly service the
lift, the Landlord shall be entitled on not less than 14 days
notice to enter upon the Demised Premises with all necessary
workmen and execute such necessary maintenance and servicing at
the expense of the Tenant in accordance with the covenants
herein contained, and the cost thereof shall be a debt due from
the Tenant to the Landlord and be forthwith recoverable by
action
PROVIDED ALWAYS that the Tenant shall be entitled to obtain
quotations for services comparable to those to be provided by
the nominated contractors under the provisions of sub-clauses
(c) and (d) from three other reputable contractors and in the
event that the charges of such nominated contractor are 20%
higher than the average of such quotations the Tenant shall be
reimbursed by the Landlord for the amount equal to the
difference between 120% of such average and the actual charges
of such nominated sub-contractor
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5. TO yield up the Demised Premises with the fixtures and additions thereto
at the expiration or sooner determination of the Term in good and
substantial repair and condition in accordance with the covenants
hereinbefore contained
6. TO permit the Landlord and its agent with or without workmen and others
authorised by the Landlord at all reasonable times during the Term to
enter upon and view the condition of the Demised Premises and forthwith
(so far as the Tenant is liable) to execute all repairs and works
required to be done by written notice given by the Landlord PROVIDED
ALWAYS that if the Tenant shall not within two months after service of
such notice commence and proceed diligently with the execution of the
repairs and works mentioned in such notice it shall be lawful for the
Landlord to enter upon the Demised Premises with all necessary workmen
and execute such repairs and works at the expense of the Tenant in
accordance with the covenants herein contained and the costs thereof
shall be a debt due from the Tenant to the Landlord and be forthwith
recoverable by action
7. TO permit the Landlord and its agents and workmen and other persons
authorised by the Landlord and the tenants or occupiers of other parts
of the Development and adjoining properties belonging to the Landlord at
all reasonable times to enter upon the Demised Premises to execute
repairs or alterations to the Development or such adjoining properties
causing as little inconvenience as possible and making good all damage
thereby occasioned to the Demised Premises
8.1 NOT to make any structural or external alterations to the Demised
Premises nor to erect to or permit or suffer to be erected any new
building on the Demised Premises or make or permit or suffer to be made
any alteration of or addition to or external projection in front of the
Demised Premises save that telecommunications or satellite equipment may
be erected on the
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exterior of the Demised Premises with the prior written consent of the
Landlord such consent not to be unreasonably withheld or delayed
8.2 NOT without the previous consent in writing of the Landlord (and then
only in accordance with plans previously approved by the Landlord and
under the supervision of and to the satisfaction of the Landlords
Surveyor) to alter the layout or arrangement of the Demised Premises or
to make any internal non-structural alterations or add to or alter any
new buildings or alterations erected or made in pursuance of the consent
of the Landlord given under this Clause or to cut injure or permit or
suffer to be cut or injured any of the walls or timbers of the Demised
Premises or any alterations or additions thereto or to carry out or
permit or suffer to be carried out any development within the meaning of
the Planning Acts PROVIDED ALWAYS that the Tenant shall be entitled to:-
without any consent from the Landlord to effect internal non-structural
alterations to the Demised Premises subject to:-
(aa) the Tenant giving not less than 14 days prior notice in writing to
the Landlord of the nature of such proposed alterations and
(bb) the Tenant delivering to the Landlord in duplicate the drawings
specification and other details of such alterations within 28 days after
their completion
9. AT all times during the Term to comply in all respects with the
provisions and requirements of the Planning Acts and all regulations or
orders made thereunder whether as to the Authorised User or otherwise
and to indemnify and keep indemnified the Landlord against all
liabilities whatsoever including all actions proceedings costs expenses
claims and demands in respect thereof AND forthwith to produce to the
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Landlord a copy of any notice order or proposal therefor made given or
issued to the Tenant or any sub-tenant by a planning authority under or
by virtue of the Planning Acts affecting or relating to the Demised
Premises and at the request and cost of the Landlord to make or join
with the Landlord in making every such objection representation or
appeal against the same as the Landlord shall deem expedient
10. TO use or suffer to be used the Demised Premises for the Authorised
User specified in the First Schedule PROVIDED ALWAYS that the Tenant
hereby acknowledges and admits that notwithstanding the foregoing
provisions the Landlord does not thereby or in any other way give or
make nor has given or made at any other time any representation or
warranty that the Authorised User is or will remain a permitted use
within the provisions of the Planning Acts nor shall any consent in
writing which the Landlord may hereafter give to any change of use be
taken as including any such representation or warranty and that
notwithstanding that the Authorised User is not a permitted use within
such provisions as aforesaid the Tenant shall remain fully bound and
liable to the Landlord in respect of the obligations undertaken by the
Tenant by virtue of this Lease without any compensation recompense or
relief of any kind whatsoever
11. NOT to do or permit or suffer to be done anything whereby the policy or
policies of insurance of the Demised Premises against the Insured Risks
(as hereinafter defined) may become void or voidable or whereby the rate
of premium thereon may be increased and to repay to the Landlord all
sums paid by way of increased premiums and all expenses incurred by it
in or about any renewal of such policy or policies rendered necessary by
a breach of this covenant (all of which payments shall be included in
the rent herein reserved) and to comply with all recommendations of the
insurers as to fire precautions
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12. NOT to do or permit or suffer to be done anything in or upon the Demised
Premises or any part thereof which may be or become a nuisance annoyance
or damage to the Landlord or the tenants or occupiers of the remainder
of the Development or of other property in the neighbourhood
13. NOT to exhibit or permit or suffer to be exhibited on any part of the
exterior of the Development and the Demised Premises or in the windows
or on the external walls rails or fences thereof any placard poster
signboard fascia board or fascia sign or other advertisement PROVIDED
ALWAYS that the Tenant may with the prior written consent of the
Landlord (such consent not to be unreasonably withheld or delayed) erect
on the exterior of the Demised Premises a sign of a size approved by the
Landlord consistent with the size of other tenants' signs at the
Development specifying the name and nature of the Tenant's business
14. TO comply forthwith at the Tenant's own expense with any nuisance
sanitary or other statutory notices lawfully served by any local or
public authority upon either the Landlord or the Tenant so far as the
same relate to the Demised Premises and to comply with all the
requirements of the Office Shops and Railway Premises Act 1963 and the
Fire Precautions ▇▇▇ ▇▇▇▇ and any Act or Acts for the time being
amending or replacing the same and to keep the Landlord fully
indemnified against all actions proceedings costs expenses claims and
demands in respect thereof
15. IN connection with the Defective Premises ▇▇▇ ▇▇▇▇ or any legislation
modifying amending or replacing the same to:-
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(a) notify the Landlord in writing immediately of any defect in the
Demised Premises of which the Tenant is aware
(b) erect and maintain within the Demised Premises prominent notices
of warning of relevant defects within the meaning of Section 4
of the said Act in such form as the Landlord may from time to
time require
(c) indemnify the Landlord against any actions proceedings costs
expenses claims and demands incurred thereunder by reason of the
Tenant's failure to erect and display such notices
(d) permit the Landlord and its agent with or without workmen and
others at any time on reasonable notice to enter upon the
Demised Premises erect and exhibit notices thereon giving
warning of relevant defects within the meaning of the said
Section 4 in the Demised Premises and to install lighting or any
other reasonable means of warning or protection against such
defects
16. NOT to hold or permit or suffer to be held any sale by auction on the
Demised Premises
17. (a) NOT to assign charge underlet or part with or share
possession of any part or parts (as distinct from the whole) of
the Demised Premises or to part with or share possession of the
whole of the Demised Premises for all or any part of the Term or
to permit any company or person to occupy the same save by way
of an assignment or underlease of the whole of the Demised
Premises
Save that the Tenant may share occupation of the Demised
Premises with another company which is a holding or subsidiary
company (as defined by Section 736 of the Companies Act 1985) of
the Tenant or a subsidiary company
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12. NOT to do or permit or suffer to be done anything in or upon the Demised
Premises or any part thereof which may be or become a nuisance annoyance
or damage to the Landlord or the tenants or occupiers of the remainder
of the Development or of other property in the neighbourhood
13. NOT to exhibit or permit or suffer to be exhibited on any part of the
exterior of the Development and the Demised Premises or in the windows
or on the external walls rails or fences thereof any placard poster
signboard fascia board or fascia sign or other advertisement PROVIDED
ALWAYS that the Tenant may with the prior written consent of the
Landlord (such consent not to be unreasonably withheld or delayed) erect
on the exterior of the Demised Premises a sign of a size approved by the
Landlord consistent with the size of other tenants' signs at the
Development specifying the name and nature of the Tenant's business
14. TO comply forthwith at the Tenant's own expense with any nuisance
sanitary or other statutory notices lawfully served by any local or
public authority upon either the Landlord or the Tenant so far as the
same relate to the Demised Premises and to comply with all the
requirements of the Office Shops and Railway Premises Act 1963 and the
Fire Precautions ▇▇▇ ▇▇▇▇ and any Act or Acts for the time being
amending or replacing the same and to keep the Landlord fully
indemnified against all actions proceedings costs expenses claims and
demands in respect thereof
15. IN connection with the Defective Premises ▇▇▇ ▇▇▇▇ or any legislation
modifying amending or replacing the same to:-
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(a) notify the Landlord in writing immediately of any defect in the
Demised Premises of which the Tenant is aware
(b) erect and maintain within the Demised Premises prominent notices
of warning of relevant defects within the meaning of Section 4
of the said Act in such form as the Landlord may from time to
time require
(c) indemnify the Landlord against any actions proceedings costs
expenses claims and demands incurred thereunder by reason of the
Tenant's failure to erect and display such notices
(d) permit the Landlord and its agent with or without workmen and
others at any time on reasonable notice to enter upon the
Demised Premises erect and exhibit notices thereon giving
warning of relevant defects within the meaning of the said
Section 4 in the Demised Premises and to install lighting or any
other reasonable means of warning or protection against such
defects
16. NOT to hold or permit or suffer to be held any sale by auction on the
Demised Premises
17. (a) NOT to assign charge underlet or part with or share possession
of any part or parts (as distinct from the whole) of the Demised
Premises or to part with or share possession of the whole of the
Demised Premises for all or any part of the Term or to permit
any company or person to occupy the same save by way of an
assignment or underlease of the whole of the Demised Premises
Save that the Tenant may share occupation of the Demised
Premises with another company which is a holding or subsidiary
company (as defined by Section 736 of the Companies Act 1985) of
the Tenant or a subsidiary company
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Page 21
of such holding company provided that no relationship of landlord and
tenant shall be thereby created nor shall any such company otherwise
acquire any interest in the Demised Premises provided further that such
arrangements shall cease and each such company shall quit the Demised
Premises forthwith upon it ceasing to be a holding or subsidiary company
(as defined aforesaid) of the Tenant or subsidiary company of such
holding company or in any event no later than the day prior to the
determination of the Term
(b) Subject to Paragraph (a) of this Clause not to assign charge or underlet
the whole of the Demised Premises without the previous written consent
of the Landlord but so that such consent shall not be unreasonably
withheld or delayed
(c) On any assignment of the Demised Premises to procure that the Assignee
covenants directly with the Landlord to pay the rents reserved by and
to observe and perform the covenants and conditions on the part of the
Tenant contained in this Lease throughout the remainder of the Term and
covenants not further to assign or underlet the Demised Premises without
such consent as aforesaid PROVIDED THAT if the intended Assignee shall
be a private limited liability company then if the Landlord shall in its
absolute discretion so require the Tenant shall procure that one (or
more if the Landlord so reasonably requires) acceptable surety for the
intended Assignee shall covenant with the Landlord in the terms set out
in the Eighth Schedule
(d) Not to underlet the whole of the Demised Premises at a fine or premium
nor at a rent (including without prejudice to the generality of that
expression any insurance rent or
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service charge rent) less than the greater of the rent payable hereunder
or the open market rent of the Demised Premises at the date of such
underlease
(e) To procure that any underlease of the Demised Premises shall contain:-
(i) an unqualified covenant on the part of the underlessee with the
Landlord that the underlessee will not assign or charge any
part or parts of the Demised Premises (as distinct from the
whole) and will not underlet or (save by way of an assignment of
the whole) part with or share possession of or permit any person
or company to occupy the whole or any part of the Demised
Premises
(ii) a covenant on the part of the underlessee with the Landlord that
the underlessee will not assign or charge the whole of the
Demised Premises without the previous written consent of the
Landlord
(iii) such covenants by the underlessee (which the Tenant hereby
undertakes to enforce) as to prohibit the underlessee from doing
or suffering any act or thing upon or in relation to the Demised
Premises which will contravene any of the Tenant's obligations
in this Lease
(iv) provision for review of the rent reserved by the underlease
(which the Tenant hereby undertakes to operate and enforce)
corresponding both as to terms and dates with the provisions set
out in the Third Schedule hereto for revision of the rent
hereby reserved
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(v) a condition for re-entry on breach of any covenant on the part
of the underlessee
(vi) to procure in any underletting of the Demised Premises that the
rent under such underletting is reviewed in accordance with the
terms of such review but not to agree the rent payable
thereunder with the underlessee without the prior written
consent of the Landlord such consent not to be unreasonably
withheld and to procure the Landlord's written representations
as to the rent payable thereunder are made to any arbitrator
appointed
18. WITHIN one month after the execution of any assignment assent transfer
charge or underlease or assignment of an underlease of or relating to
the Demised Premises to give notice thereof in writing with particulars
thereof to the solicitors for the time being of the Landlord and to
produce to them a certified copy of the deed evidencing such dealing or
transmission (and in case of a devolution of the interest of the Tenant
not perfected by an assent within six months of the happening thereof to
produce to the said Solicitors the grant of representation under which
such devolution arises) and to pay to them a registration fee of TEN
POUNDS (L10.00) together with Value Added Tax thereon (or such other sum
as the said Solicitors may reasonably require) in respect of each such
dealing or transmission together with such fees as may be payable to any
Superior Landlord
19. TO permit the Landlord during the three months immediately preceding the
determination of this Lease to affix and retain without interference
upon any part of the Demised Premises or the Building a notice for
reletting the same and to permit
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Page 24
persons with written authority from the Landlord or its agent at all
reasonable times and by prior notice to view the Demised Premises
20. TO pay to the Landlord all reasonable costs charges and expenses
(including solicitors counsels and surveyors and other professional
costs and fees and bailiffs costs charges expenses and commission) which
may be charged or incurred by the Landlord or any Superior Landlord:
(a) in any application by the Tenant to any planning authority or
any application by the Tenant to the Landlord for any consent
pursuant to the covenants herein contained
(b) in or in contemplation of any proceedings under Sections 146 or
147 of the Law of Property ▇▇▇ ▇▇▇▇ or the preparation or
service of notice thereunder (notwithstanding forfeiture is
avoided otherwise than by relief granted by the Court) or for
the preparation and service of and negotiations consequent upon
a Schedule of Dilapidations served at any time during or within
one month after the expiry of the Term
(c) in connection with the recovery of any arrears of rent and
monies payable and recoverable as rent hereunder
(d) in connection with the enforcement of any of the Tenants
covenants herein contained
AND to keep the Landlord fully indemnified against all actions
proceedings reasonably taken and reasonable costs expenses claims and
demands whatsoever in respect of all or any of the said applications
consents notices negotiations and proceedings PROVIDED ALWAYS that
whenever in this Lease the consent or licence of the Landlord is
required in any matter then the
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Landlord shall be entitled to withhold its consent or licence unless and
until it has obtained the consent of any Superior Landlord
21. NOT to allow any encroachment to be made or easement acquired on or over
the Demised Premises and in particular not to allow the right of access
of light from or over the Demised Premises to any neighbouring property
to be acquired and if any encroachment or easement shall be made or
threatened to be made or if any window or opening shall be opened or
made or threatened to be opened or made in any neighbouring property
which if not obstructed might by lapse of time confer the right to such
access of light on the owner of any neighbouring property to give notice
thereof to the Landlord and to permit it and its servants to enter the
Demised Promises and to do all such things as may be proper for the
purpose of preventing the making of such encroachment or the acquisition
of such easement or right to light
22. TO reimburse the Landlord upon demand the cost of periodic valuations or
assessments of the cost of reinstatement of the Demised Promises for
insurance purposes
23. IN the event that Value Added Tax shall be chargeable on the Landlord in
respect of any supplies made to the Tenant the Tenant shall in addition
to any amounts otherwise payable pay the Landlord the amount of the
Value Added Tax so chargeable and further in the event of the Landlord
electing at any time during the term to waive exemption from Value Added
Tax in respect of the Demised Premises to pay the amount of Value Added
Tax chargeable on the rents hereby reserved and on the interim charge
and the service charge as defined in the Seventh Schedule as a result of
such election having been made and all or any of such payments shall be
made by way of rent
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24. (a) IF the rent hereby reserved or any part thereof or any other sum
payable by the Tenant to the Landlord pursuant to the provisions
of this Lease shall not have been paid upon the date whereon
payment of the same was due then the Tenant shall pay to the
Landlord interest upon such rent or other sum at the Prescribed
Rate until the said rent or other sum shall have been paid
(b) BY "Prescribed Rate" is meant 4% over the base rate published
from time to time of ▇▇▇▇ ▇▇▇▇▇▇ & Co Limited or if the same
shall cease to exist or publish a base rate during the Term of
such other London Clearing Bank as the Landlord may nominate
(c) INTEREST payable by the Tenant pursuant to this Sub-Clause shall
be calculated from day to day
(d) INTEREST payable by the Tenant upon arrears of rent shall not
itself be deemed to be rent
25. NOT to use the Car Parking Spaces for any purposes whatsoever other
than (i) for loading and unloading or (ii) to park thereon twelve
roadworthy vehicles
26. NOT to cause or permit any obstruction of any of the common accessways
within the Development
T H E F I F T H S C H E D U L E
The Covenants of the Landlord
1. THAT the Tenant paying the rents hereby reserved and observing and
performing the several covenants and stipulations herein on its part
contained shall peaceably hold and enjoy the Demised
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Premises during the Term without any lawful interruption by the Landlord
or any person rightfully claiming under or in trust for it
2. TO maintain repair amend renew cleanse repaint and redecorate and
otherwise keep in good and tenantable condition
(a) the boundary walls and fences of and in the curtilage of the
Development
(b) the Access road and the Common Parts of the Development
(C) the Car Parking Spaces
PROVIDED THAT the Landlord shall not be liable to the Tenant for any
defect or want of repair herein before mentioned unless the Landlord has
had notice thereof nor in respect of any obligations hereunder that is
within the ambit of any of the Tenants covenants hereinbefore contained
3. TO maintain in good working order and repair all Conduits in under and
upon the Development and which shall serve the Demised Premises
(excluding nevertheless any which exclusively serve the Demised
Premises)
4. SO far as possible and subject always as provided in Clause 6 of the
Sixth Schedule to perform the following services:-
(a) to keep the Common Parts of the Development clean and well
lighted
(b) to supply maintain repair and renew as need be such alarms and
fire-fighting equipment in the Common Parts of the Development
as the Landlord may doom desirable or
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necessary or as may be required to be supplied and maintained by
the Landlord by statute or by the fire authority for the
district
(c) to supply provide purchase maintain renew replace repair and
keep in good and serviceable order and condition all
appurtenances appointments fixtures and fittings bins
receptacles tools appliances materials and other things which
the Landlord may in the interests of good estate management
deem desirable or necessary for the maintenance upkeep or
cleanliness of the Development
(d) to employ such staff as the Landlord may at its discretion deem
desirable or necessary to enable the Landlord to carry out or
maintain the said services or any of then and for the general
conduct management and security of the common Parts of the
Development
PROVIDED ALWAYS that the Landlord may at the Landlords discretion add to
extend vary or alter the rendering of the said services or any of them
from time to time if the Landlord shall reasonably deem it desirable so
to do for the more convenient or efficient conduct and management of the
Development
5. TO insure and keep insured in the full reinstatement value the Demised
Premises and the Common Parts of the Development and the Landlords
fixtures therein against lose or damage by fire lightning, explosion,
aircraft (or other aerial device) or articles dropped therefrom, riot,
civil commotion, malicious person, earthquake, ▇▇▇▇▇, ▇▇▇▇▇▇▇, flood,
bursting and overflowing of water pipes, tanks and other apparatus,
impact by road vehicles and such other risks as the Landlord may deem
desirable or expedient including loss of rent hereunder for
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four years and architects and surveyors fees and demolition and
clearance and similar expenses ("the Insured Risks") in some insurance
office or with underwriters of repute and shall procure that the
interest of the Tenant is noted on the policy and to produce to the
Tenant at the Tenant's own expense a copy of such policy and of the
annual premium receipt and in case of destruction of or damage to the
Demised Premises or the Common Parts of the Development any part thereof
from any cause covered by such insurance to lay out all monies received
in respect of such insurance (other than monies received for loss of
rent and architects and surveyors fees and for demolition and clearance
expenses) in rebuilding and reinstating the same as soon as reasonably
practicable PROVIDED ALWAYS that if such rebuilding or reinstating be
prevented or frustrated all such insurance monies (other than as
aforesaid) shall be retained by the Landlord and this Lease shall
thereupon determine
6. TO bear pay and discharge all existing and future rates (including
water rates) taxes duties assessments charges impositions and outgoings
whatsoever assessed charged and imposed upon the Common Parts of the
Development
7. In the event that any third party shall require that any part of the
land in the Development being the whole or part of title LN159125 be
excluded from the Development so that the Tenant is no longer able to
park twelve vehicles in the Car Parking Spaces the Landlord shall
procure at its expense that alternative car parking spaces are made
available on the Development so that the Tenant maintains the exclusive
right to park twelve cars in a designated area of the Development and
further shall at its own expense re-fence and landscape the new
boundaries of the Development resulting from the removal of any such
land
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T H E S I X T H S C H E D U L E
Proviso Agreements and Declarations
1. 1.1 AT any time after any of the following events shall happen the
Landlord may re-enter upon all or any part of the Demised
Premises:-
1.1.1 the whole or any part of the rent shall be unpaid for twenty one
days after becoming payable whether formally demanded or not or
1.1.2 there shall be any breach of any of the Tenant's covenants or
1.1.3 the Tenant or any surety for the Tenant (being a company) shall
enter into liquidation whether compulsory or voluntary (save for
the liquidation of a solvent company for the purpose of
amalgamation or reconstruction) or suffers an administrative
receiver to be appointed or enters into a voluntary arrangement
as defined in Section I of the Insolvency ▇▇▇ ▇▇▇▇ or does or
suffers anything which would entitle a receiver to take
possession of any of its assets or does or suffers anything
which would entitle any person to present a petition for winding
up or apply for an administration order to cease to exist or is
dissolved or
1.1.4 the Tenant or any surety for the Tenant (being an individual)
shall be unable to pay a debt or have no reasonable prospect of
being able to pay a debt within the meaning of Section 268 of
the Insolvency ▇▇▇ ▇▇▇▇ or make an application to the Court for
an interim order under Section 253 of the Insolvency ▇▇▇ ▇▇▇▇ or
does anything
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which would entitle A petition for a bankruptcy order to be made
or makes any assignment for the benefit of or enters into any
arrangement with his creditors either by composition or
otherwise
PROVIDED ALWAYS that if any of the events in paragraphs 1.1.3 or
1.1.4 shall occur to a surety of the Tenant rather than the
Tenant or if the surety shall die (then the Landlord may not
re-enter under paragraph 1.1. for a period of two months
thereafter
PROVIDED FURTHER that if the Tenant within such period shall
provide the Landlord with an alternative surety reasonably
acceptable to the Landlord or a security deposit for rent
equivalent to six months value of the then passing rent such
deposit to be in the form of the Ninth Schedule hereto the
Landlord shall not be entitled to re-enter the Demised Premises
because of such an event having occurred to a surety
1.2 If the Landlord shall re-enter in accordance with Clause 1.1. of
this Schedule then this Lease shall thereupon terminate but
without prejudice to any right of action or remedy of the
Landlord in respect of any breach non-observance or
non-performance of any of the Tenants covenants or the
conditions herein contained
2.1 IN case the Demised Premises or any part thereof shall at any time
during the Term be so damaged or destroyed by the Insured Risks so as to
be unfit for occupation and use then (unless the insurance money shall
be wholly or partially irrecoverable by reason solely or in part of any
act or default of the Tenant) the rent hereby reserved or a fair
proportion thereof according to the nature and extent of the damage
sustained shall be suspended for the period for which loss of rent
insurance is maintained under Clause 5 of the Fifth Schedule or if
earlier until the Demised Premises shall again be rendered fit for
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occupation and use and any dispute with reference to this proviso shall
be determined by the Landlords Surveyor whose decision shall be final
and binding on the parties hereto
2.2 PROVIDED THAT if the Demised Premises shall be destroyed or damaged by
any of the insured risks so as to become unfit for occupation and use
and the damage is not made good within four years of such destruction or
damage then the Tenant or the Landlord may on the expiration of such
period of four years of such destruction or damage by written notice
given to the other elect to determine this Lease and upon the service of
such notice(PROVIDED ALWAYS that in the case of notice given by the
Tenant to the landlord the Ten ant has complied with the covenants in
the lease on the Tenant's part contained) this Lease shall forthwith
determine and the parties hereto shall forthwith be released from all
and singular their further duties and obligations hereunder but without
prejudice to the rights of either party in respect of any antecedent
breach of any of the covenants herein contained
3. IT is hereby agreed between the Landlord and the Tenant that the
provisions for compensation contained in Section 37 of the Landlord and
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ shall not apply to this Lease except in the events
specified in Section 38(2) of that Act
4. THIS Lease shall incorporate the regulations as to notices contained in
Section 196 of the Law of Property Act 192S as amended by the Recorded
Delivery Service ▇▇▇ ▇▇▇▇
5. THE expression "the Planning Acts" shall in this Lease include any Act
or Acts for the time being in force amending or replacing the Town and
Country Planning ▇▇▇ ▇▇▇▇ the Planning (Listed Buildings and
Conservation Areas)Act 1990, the Listed ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and the
Planning (Consequential Provisions) ▇▇▇ ▇▇▇▇ and any other legislation
of a similar nature and any statutory modification or re-enactment
thereof for the time
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being in force and any orders instruments plans rules regulations
permissions consents and directives made under or in pursuance of the
said Acts or any of them
6. NOTWITHSTANDING anything herein contained the Landlord shall not be
liable to the Tenant nor shall the Tenant have any claim against the
Landlord in respect of:-
(a) any interruption in any of the services hereinbefore mentioned
by reason of necessary repair or maintenance of any
installations or apparatus or damage thereto or destruction
thereof by fire water Act of God or other cause beyond the
Landlords control or by reason of mechanical or other defect or
breakdown or frost or other inclement conditions or unavoidable
shortage of fuel materials water or labour or
(b) any act omission or negligence of any ▇▇▇▇▇▇ attendant or other
servant of the Landlord in or about the performance or purported
performance of any duty relating to the provision of the said
services or any of them
T H E S E V E N T H S C H E D U L E
The Service Charge
1. THE Service Charge hereinbefore made payable means 23.77 per centum of
the Annual Service Cost (as hereinafter defined) in respect of each
calendar year running from the lot day of January and ending on the 31st
day of December next following or such other period as the Landlord may
determine ("the Accounting Period") SAVE THAT in respect of any part of
the Annual Service-Cost as under Paragraph 3(a) to (g) of this Schedule
relates directly to that part of the Access Road as forms the Parking
Access Road as the same is shown cross hatched ▇▇▇▇▇ on the Plan and the
Car Parking Spaces and the
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area hatched green on the plan the Service Charge means 44.60 percent of
such part of the Annual Service Cost as so relates and further in
respect of any part of the Annual Service Cost which relates directly to
costs incurred in complying with the Landlord's insurance obligations
hereinbefore contained in paragraph 5 of the Fifth Schedule (other than
so far as the same relates to the Common Parts of the Development) the
Service Charge means 100 per cent
2. THE Interim Charge hereinbefore made payable means such sum to be paid
on account of the Service Charge in respect of each Accounting Period as
the Landlord shall specify to be a fair and reasonable payment The first
payment of the Interim Charge (on account of the Service Charge for the
Accounting Period during which this Lease is executed) shall be made on
the execution hereof and thereafter shall be by equal payments in
advance on the 24th day of June and the 25th day of December in each
year and in case of default shall be recoverable as rent in arrear
3. THE Annual Service Cost in each Accounting Period shall be the aggregate
of the sums actually expended or liabilities incurred by the Landlord in
connection with the following matters:-
(a) the cost of the observance and performance of the covenants on
the part of the Landlord hereinbefore contained in paragraphs
2,3,4,5,6 of the Fifth Schedule
(b) the reasonable fees charges and expenses payable to any
qualified person whom the "Landlord may reasonably employ to
inspect repair and keep in running order the alarm systems
including the Landlords costs from time to time incurred in
entering into a contract or contracts in usual form with any
such qualified persons
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(c) the reasonable costs of taking out and maintaining in force an
effective insurance policy or policies against any and every
liability of the Landlord for injury to or death of any person
(including every agent servant and ▇▇▇▇▇▇▇ of the Landlord) and
damage to or destruction of the property of any such person
arising out of the management and/or maintenance of the Common
Parts of the Development and in particular but without prejudice
to the generality of the foregoing the cost of insurance against
such injury death damage or destruction as aforesaid due to the
act neglect default or misconduct of any agent servant or
▇▇▇▇▇▇▇ of the Landlord employed in connection with the
management and/or maintenance of the Common Parts of the
Development
(d) in addition to the wages from time to time payable by the
Landlord the employers National Insurance and Industrial
Injuries Contributions and any taxes or similar levies from time
to time payable by the employer in respect of all agents
servants and workmen employed by the Landlord solely in
connection with the performance and observance of any of the
covenants on its part herein contained
(e) the reasonable cost of the carrying out of other work or
services of any kind whatsoever which the Landlord may
reasonably consider desirable for the purpose of maintaining or
improving services in the Development
(f) all reasonable fees and expenses payable to any person firm or
company whom the Landlord may from time to time employ in
connection with the management and/or maintenance of the Common
Parts of the Development including the cost of preparing
statements of the Annual
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Service Cost and including legal costs incurred relating to the
management and maintenance of the Development and in the
collection of service charges and rent
(g) the cost of complying with all statutory requirements
regulations or requirements of any competent local or other
authority relating to the Common Parts of the Development
4. THE Landlord shall be entitled to make such reasonable provision for a
reserve for anticipated future expenditure to be incurred in the
performance of the covenants on the part of the Landlord contained
herein as the Landlord may reasonably deem appropriate and the amounts
so provided shall form part of the Annual Service Cost
5. THE Landlord will use its best endeavours to maintain the Annual Service
Cost at the lowest reasonable figure consistent with due performance
and observance of its obligations hereunder but the Tenant shall not be
entitled to object to any items comprised therein by the reason only
that the materials work or service in question might have been provided
or performed at a lower cost
6. AS soon as practicable after the end of each Accounting Period the
Landlord will submit to the Tenant an itemised statement certified by
the Managing Agents for the time being to the Landlord containing the
following information:-
(a) the amount of the Annual Service Cost
(b) the amount of the Interim Charge paid by the Tenant in respect
of that Accounting Period together with any surplus carried
forward from the previous Accounting Period
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(c) the amount of the Service Charge in respect of that Accounting
Period and of any excess or deficiency of the Service Charge
over the Interim Charge
7. THE Tenant shall be entitled within twenty-eight days of the receipt of
such statement to inspect the vouchers and receipts for all items
included in such statement
8. IF the Interim Charge paid by the Tenant in respect of any Accounting
Period exceeds the Service Charge for that period the surplus of the
Interim Charge so paid over and above the Service Charge shall be
carried forward by the Landlord and credited to the account of the
Tenant in computing the Service Charge in succeeding Accounting Periods
as hereinbefore provided
9. IF the Service Charge in respect of any Accounting Period exceeds the
Interim Charge paid by the Tenant in respect of that Accounting Period
together with any surplus from previous years carried forward as
aforesaid then the Tenant shall pay the excess to the Landlord within
twenty-one days of service upon the Tenant of the statement referred to
above and in case of default the same shall be recoverable from the
Tenant as rent in arrear
T H E E I G H T H S C H E D U L E
The Covenant of the Surety
1. THE Surety in consideration of the demise hereinbefore contained having
been made at his request HEREBY COVENANTS with the Landlord that the
Tenant will throughout the Term hereby created or any extension or
continuation thereof under Section 24 of the Landlord and ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇ or any statutory modification thereof for the time being in force
or otherwise
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by statute or common law pay the said rents hereby reserved or
subsequently increased on the days and in manner aforesaid and will
perform and observe all the Tenant's covenants hereinbefore contained
and that in case of default in such payment of rents or in the
performance or observance of such covenants as aforesaid the surety will
pay and make good to the Landlord on demand all losses damages costs and
expenses thereby arising or incurred by the Landlord notwithstanding:-
(a) any neglect or forbearance of the Landlord in endeavouring to
obtain payment or to enforce performance of the several
stipulations herein on the Tenant's part contained (and any time
which may be given to the Tenant by the Landlord shall not
release or exonerate or in any way affect the liability of the
Surety under this covenant)
(b) that the terms of this Lease may have been varied by agreement
between the Landlord and the Tenant where such variation is
immaterial and not prejudical to the Surety
(c) any other act or thing whereby but for this provision the surety
would have been released
2. IF a liquidator or trustee in bankruptcy shall disclaim this Lease and
if the Landlord shall by notice in writing have so required the Surety
will take from the Landlord a lease of the Demised Premises for a term
commensurate with the residue of the Term which would have remained had
there been no disclaimer at the same rent and subject to the same
covenants and conditions as are reserved by and contained in thin Lease
such lease to take effect from the date of such disclaimer and in such
case the Surety shall without delay take or join in all acts necessary
for the grant of such new lease and will pay all costs relating to the
grant of such new lease and execute and deliver to the Landlord a
counterpart thereof
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3. IF the Landlord shall not require the Surety to take a lease of the
Demised Premises pursuant to Clause 2 above the Surety shall
nevertheless upon demand pay to the Landlord a sum equal to the rent
that would have been payable under this Lease but for the disclaimer or
other event putting an end to the effect of the Lease in respect of that
period from the date of the said disclaimer or the Lease ceasing to have
effect as aforesaid until the expiration of three months therefrom or
until the Demised Premises shall have been relet by the Landlord
whichever shall first occur
T H E N I N T H S C H E D U L E
Form of Rent Deposit Deed
THIS DEED is made the day of 199
BETWEEN:
(1) THE Landlord (which expression shall mean only the person for the time
being in whom the reversin immediately expectant upon the determination
of the Lease is vested) who is currently
(2) THE Tenant (which expression shall mean only the person in whom the
benefit of the term of the Lease is vested) who is currently
SUPPLEMENTAL TO
A Lease ("the Lease") dated the day of 199
and made between GUILDQUOTE LIMITED of the first part MICROMUSE
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LIMITED of the second part and ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ of the third part relating
to the premises known as Disraeli House, the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇, ▇▇.▇▇
NOW THIS DEED WITNESSETH as follows:
1.1 "The Initial Deposit" shall mean a sum equivalent to one half of the
annual rent payable at the date hereof or such greater sum as shall
represent one half of the annual rent from time to time reserved under
the Lease
1.2 "The Deposit Account" means the interest earning deposit account opened
by the Landlord's Solicitors (as hereinafter defined) at one of the
London Clearing Banks ("the Bank") on or before the date of this Deed
and in which the Landlord's Solicitors shall place the Initial Deposit
1.3 "The Deposit Balance" means the amount from time to time standing to the
credit of the Deposit Account
2. The Landlord and the Tenant irrevocably instruct the Landlords
Solicitors Messrs ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ("the Landlord's
Solicitors") by this Deed to act as stakeholders the operation of the
Deposit Account in accordance with this Deed and in particular to act in
accordance with this Deed in:
2.1 the making of payments into the Deposit Account
2.2 the withdrawal of sums from the Deposit Account and
2.3 accounting to the Landlord and the Tenant for money due to either of
them from the Deposit Account
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3.1 The Tenant shall on the execution hereof deposit with the Landlord's
Solicitors the Initial Deposit as security for the due performance and
observance of the covenants on the part of the tenant contained in the
lease without prejudice to the rights and remedies of the Landlord under
the Lease
3.2 The Landlord's Solicitors are instructed to forthwith pay the Initial
Deposit into and to keep it in the Deposit Account and the Tenant may
with the Landlords prior agreement (such agreement not to be
unreasonably withheld) authorise the Landlord's Solicitors to vary the
terms of the Deposit Account
4.1 The interest which shall accrue upon the Deposit Balance shall be added
to the Deposit Balance and shall remain in the Deposit Account and shall
be dealt with as part of the Deposit Balance
4.2 The Tenant (acting on its own behalf or by its Solicitors) shall after
reasonable intervals following the date of this Deed or any payment made
to the Tenant pursuant to this clause be entitled by notice in writing
to require the Landlord's Solicitors to draw upon the Deposit Account in
payment to the Tenant of an amount equal to the interest which at the
date of such notice has accrued to the Deposit Balance
5. The Landlord shall whenever so reasonably requested by the Tenant supply
to the Tenant copies of all statements and other information relating to
the Deposit Account as the Tenant may from time to time reasonably
require
6. The Tenant hereby covenants with the Landlord as follows:
6.1 Until the release of the Deposit Balance or appropriation from the
Deposit Balance under Clause 7 hereof to maintain the Deposit held by
the Landlord's Solicitors in an amount equal (excluding any interest
accrued to the Deposit) to one half of the annual rent from time to time
reserved under the Lease and
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6.2 If the rent reserved by the Lease shall be increased pursuant to the
provisions for the review of rent therein contained or if any monies
shall be appropriated from the Deposit Balance by the Landlord in the
manner hereinafter authorised under Clause 7 hereof within twenty one
days of written request from the Landlord so to do to deposit with the
Landlord's Solicitors an amount necessary to maintain the Deposit
Balance at the appropriate level
7.1 The Landlord shall be entitled at any time to require the Landlord's
Solicitors to draw from the Deposit Account in payment to the Landlord
of any amount not exceeding any sum then due to the Landlord arising out
of default by the Tenant if:
7.1.1 The Landlord shall have previously given to the Tenant not less
than fourteen days notice in writing of the Landlords intention
to procure any withdrawal from the Deposit Account and the
notice shall have specified the default to which the withdrawal
relates and;
7.1.2 The Tenant shall not have remedied the default complained of by
the expiration of the notice
8. The Deposit Balance (including interest thereon) and unpaid accrued
interest thereon will be released to the Tenant by the Landlord
following whichever shall be the earlier of:
8.1 The completion of a lawful assignment of the Premises by the Tenant with
the consent of the Landlord in accordance with the terms of the Lease
to an assignee who shall provide an equivalent deposit in the terms of
this Deed whereupon the provisions of this Deed shall automatically
cease and determine
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8.2 The expiry or sooner determination of the term created by the Lease
subject to the Landlords prior right of withdrawal under clause 7.1
hereof in the event of any default by the Tenant whereupon the
provisions of this Deed shall automatically cease and determine
8.3 In the event that the lease becomes vested in a company which is
registered in the United Kingdom such company providing the Landlord
with its most recent three consecutive years accounts audited by a
Chartered Accountant the most recent of which must have been approved by
the directors of such company not more than three months before such
accounts are provided to the Landlords and each set of such accounts
showing net profits amounting to not less than three times the annual
rent first reserved by the Lease in the year to which the said accounts
relate whereupon the provision of this Deed shall automatically cease
and determine
9. DEALINGS WITH REVERSION
In the event of the Landlord assigning subletting or otherwise disposing of the
reversion expectant upon the termination of the term created by the Lease it is
hereby agreed that the Landlord will procure that such persons entitled to the
reversion expectant upon the termination of the term created by the Lease shall
enter into a new Deed of Rent Deposit and that the Tenant will following a
written request from the Landlord so to do and upon the monies then standing in
the Deposit Account enter into a new Deed of Rent Deposit in the same terms
(mutatis mutandis) as this Deed save that the expression "the Initial Deposit"
shall mean half the yearly rent then reserved and the term "the Landlord's
Solicitors shall mean the solicitors acting on behalf of the party in whom the
term expectant upon the determination of the said term is vested and the deposit
account shall be held at the Bank or such other bank as the Solicitors for the
Assignee of the reversion shall reasonably require
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10. The Tenant hereby
10.1 acknowledges that the Landlord's right of re-entry contained in the
Lease shall be exercisable in the event of any breach by the Tenant of
any of the terms of this Deed to the intent that all covenants herein
shall be deemed to be covenants contained in the Lease
10.2 hereby agrees to charge the Rent Deposit to the Landlord as security
for the performance of its obligations in the Lease and in this Deed
IN WITNESS whereof the parties hereto have signed this instrument as their Dead
in the presence of the person(s) mentioned below the day and year first before
written
The Common Seal of GUILDQUOTE
LIMITED was hereunto affixed [SEAL]
in the presence of:
Director [sig]
Secretary [sig]
