EXHIBIT 10.73
DATED 31st January 1985
PENSION FUNDS SECURITIES LIMITED
- and -
MINIPACK SYSTEMS LIMITED
- and -
XXXXXXX-XXXXX GROUP PLC
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Original/
LEASE
of
Xxxx 0 Xxxxxxxx Xxxxxxxxxx Xxxxxx Hedge End Eastleigh
Southampton in the County of Hants
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[GRAPHIC]
THIS LEASE is made the Thirty-first day of January One thousand nine hundred and
eighty-five BETWEEN PENSION FUNDS SECURITIES LIMITED whose registered office is
situate at Imperial Chemical House Millbank London SWlP 3JF of the first part
MINIPACK SYSTEMS LIMITED whose registered office is situate at Xxxxx Xxxxx 0
Xxxxx Xxxxxxxxx Xxxxxx Xxxx Xxxxxx XX0X 0XX of the second part and XXXXXXX-XXXXX
GROUP PLC whose registered office is also at Rolls Xxxxx 0 Xxxxxx Xxxx aforesaid
of the third part
WITNESSETH as follows:-
Definitions
1.0 In this Lease (which shall include any Schedule hereto) unless the context
otherwise requires the terms defined in Schedule A hereto shall have the
meanings specified therein
Interpretation
2.0 This Lease shall unless the context otherwise requires be construed as
hereinafter provided:
2.1 Where there is more than one person for the time being included in the
expression "the Tenant" covenants and obligations at any time expressed to
be made or assumed by the party in question are made and are to be
construed as made by all such persons
2
jointly and each of them severally
2.2 Covenants and obligations made or assumed by any party shall be binding on
and enforceable against his personal representatives
2.3 Any covenant by the Tenant not to do any act or thing shall be deemed to
include an obligation not knowingly to permit or suffer such act or thing
to be done
2.4 Any reference to any Act of Parliament shall include any Act or Acts for
the time being in force amending or replacing the same or of a similar
nature and shall include any order instrument circular regulation
direction or plan made or issued thereunder or deriving validity therefrom
and any future legislation or matter as aforesaid of a like nature or
effect which may from time to time be substituted for such Acts or
implement or supplement or affect the same
2.5 Words denoting the masculine gender shall include the feminine gender
2.6 Words denoting persons shall include corporations and partnerships
2.7 Any Index annexed hereto and the Clause headings contained herein are
included purely for ease of reference and shall not affect the
interpretation hereof
3
Demise and Rents
3.0 In consideration of the rents hereby reserved and the covenants on the
part of the Tenant and the conditions hereinafter contained the Landlord
HEREBY DEMISES unto the Tenant the Demised Premises TOGETHER WITH such
rights and easements specified in Part II of Schedule B hereto EXCEPTING
AND RESERVING unto the Landlord (and any person authorised or approved by
the Landlord) such rights and easements as are more particularly specified
and set out in Part III of the said Schedule B TO HOLD the Demised
Premises unto the Tenant subject to the matters referred to in Part IV of
Schedule B if and so far as the Demised Premises are affected thereby for
the Term subject to all rights easements quasi-easements and privileges
belonging to or enjoyed by any adjoining or neighbouring property
3.1 YIELDING AND PAYING therefor unto the Landlord yearly during the Term and
so in proportion for any less period than a year but without any
deductions FIRST the Basic Rent AND SECONDLY by way of further rent an
amount equal to the expenditure incurred by the Landlord from time to time
in accordance with the covenant in Schedule E hereto under the heading
"Insurance" by way of premiums for the insurance of the Demised Premises
such further rent to be paid on the quarter day which occurs next after
the expenditure of the said amount by the Landlord
3.2 The Basic Rent shall be paid in advance by equal quarterly payments
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on the usual quarter days in each year the first of such payments being in
respect of the period from the 14th day of July 1985 to the 28th September
1985 to be paid on the 14th day of July next
3.3 IT IS HEREBY AGREED and declared that the Basic Rent shall be reviewed and
(if appropriate) increased but not decreased at the times and in manner
set out in Schedule C hereto
Tenant's Covenants
4. The Tenant HEREBY COVENANTS with the Landlord to observe and perform the
Tenant's covenants at all times during the Term in manner set out in
Schedule D hereto
Landlord's Covenants
5. The Landlord HEREBY COVENANTS with the Tenant to observe and perform the
Landlord's covenants at all times during the Term in manner set out in
Schedule E hereto
Proviso
6. It is Hereby AGREED AND DECLARED as provided in Schedule F hereto
Surety's Covenants
7. The Surety HEREBY COVENANTS with the Landlord in manner set out
5
in Schedule G hereto
IN WITNESS whereof these Presents have hereunto been entered into the day
and year first above written
6
SCHEDULE A
Definitions (Clause 1)
1. "Landlord" means the party of the first part and shall include the estate
owner for the time being of the reversion immediately expectant on the
termination of the Term
2. "Tenant" means the party of the second part and includes the successors in
title and assigns of that party
3. "Surety" means the party of the third part (if any) and any party at any
time joined as Surety for the Tenant
4. "Demised Premises" means the premises more particularly described in Part
I of Schedule B hereto or any part or parts thereof and includes the
appurtenances thereof the Landlord's fixtures and fittings therein any and
all additions and improvements thereto
5. "This Lease" means this Lease and includes any Schedule hereto any Licence
granted pursuant to and any deed of variation of the provisions hereto and
any deed or instrument made supplemental here to
6. "Plan" means the plan or plans annexed hereto and specified in Part 1 of
Schedule B hereto
7
7. "Planning Acts" means the Town and Country Planning Xxx 0000 and all other
matters included by virtue of Clause 2.4 hereof
8. "Term" means the term of 25 years commencing on the Twenty-fifth day of
December One thousand nine hundred and eighty-four
9. "Commencement Date" means the thirty-first day of January One thousand
nine hundred and eighty-five
10. "Basic Rent" means the clear yearly rent of Twenty-nine thousand five
hundred pounds ((pound)29,500) reserved under this Lease as increased from
time to time during the term pursuant to the provisions of Schedule C
hereto
11. "Insured Risks" means loss or damage by fire explosion storm tempest
aircraft riot civil commotion malicious damage earthquake flood burst
pipes impact and includes cover in respect of architects surveyors and
other professional fees on re-instatement and three years loss of rent and
such other risks as the Landlord shall reasonably think fit
12. "Review Date" means the Twenty-fifth day of December One thousand nine
hundred and eighty-nine and each successive fifth anniversary of such date
during the Term but shall also be construed in accordance with the
provisions of paragraph 8 of Schedule C hereto and the expression
"Relevant Review Date" shall be construed accordingly
8
13. "Rental Period" means the period between a Review Date and the next
succeeding Review Date and the expression "Relevant Rental Period" shall
be construed accordingly
14. "Specified Use" means as accommodation for Industrial use within the
meaning of Class III of the Town and Country Planning Act (Use Classes)
Order 1972 together with ancillary offices
15. "Lettable Area" means the area of the Demised Premises available as
accommodation for the Specified Use calculated in accordance with the
normal practice for assessing lettable areas of premises used for the
Specified Use
16. "Open Market Rent" means the best clear yearly rent at which the Demised
Premises together with the rights hereby granted and all rights and
privileges which are at the Relevant Review Date appurtenant thereto or
enjoyed thereunder might reasonably be expected to be let as a whole
(including Landlords fixtures and fittings) at the Relevant Review Date by
a willing landlord to a willing tenant in the open market with vacant
possession and without premium or any other consideration for the grant
thereof for a term from the Relevant Review Date equal to the original
length of the Term assuming if not the fact
(i) that the Demised Premises remain in existence and fit for use and
occupation as provided in this Lease
9
(ii) that the Tenant has performed and observed the covenants and
conditions on its part herein contained and
(iii) that the Lettable Area of the Demised Premises is Twelve thousand
four hundred square feet (12,400 sq.ft.) or such greater area as is
at the Relevant Review Date available as accommodation for the
Specified Use with the consent of the Landlord and
(iv) that the Demised Premises are available to be let for any one or
more of the following uses :-
(a) the Specified Use or
(b) any other user for which the Demised Premises are at the time
of the Relevant Review Date used in accordance with any
consent given by the Landlord or
(c) any other user being a user falling within the same class of
uses specified in any current Use Glasses Order made under the
Planning Acts as either of the uses mentioned in (a) or (b)
above which the Landlord in the course of the review may
specify in writing as being a use for which the Landlord would
be willing to grant consent either unconditionally or subject
to
10
such conditions as the Landlord may specify
and on a lease which shall otherwise contain the same terms and provisions
in all respects as this Lease (including the provisions for review of
rent) PROVIDED THAT the Landlord may prior to or in the course of the
review specify in writing such waivers of or consents under any of the
covenants herein contained and the conditions (if any) to be attached to
such waivers or consents which the Landlord would be willing to make or
agree to and in that event such waivers or consents shall henceforth apply
to the Demised Premises and for the purposes of the review it shall be
assumed that any such waiver had been made or consent given prior to the
Relevant Review Date in the manner and on the terms specified by the
Landlord there being disregarded
(i) any effect on rent of the Tenants occupation of the Demised Premises
and
(ii) any goodwill attached to the Demised Premises by the reason of the
business carried on thereat by the Tenant and
(iii) any improvements to the Demised Premises carried out by the Tenant
since the commencement of the term hereby granted with the Landlords
written consent (where needed) and otherwise than in pursuance of an
obligation owed by law to the Landlord and
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(iv) any effect on rent of the Statutory Rent Restrictions
17. "The Surveyor" means the independent Chartered Surveyor (having not less
than ten years experience in the valuation and/or letting of premises for
uses of the same type as the Specified Use in the same area as the Demised
Premises) appointed from time to time to determine the Open Market Rent
pursuant to the provisions of Schedule C hereto
18. "Landlord's Surveyor means the Landlord's Surveyor or Managing Agents for
the time being including any such in the full time employment of the
Landlord
19. "Statutory Rent Restrictions" means the restrictions imposed by any
statute for the control of rent in force on a Review Date or on the date
on which any increased rent is ascertained in accordance with Schedule C
hereto and any regulations or orders made thereunder which operate to
impose any limitation whether in time or amount on the ascertainment or
collection of an increase in the Basic Rent or any part thereof
20. "Prescribed Rate" means two per centum per annum above the Barclays Bank
plc Base Rate or in the event of the said Base Rate ceasing to exist such
other reasonable rate of interest as the Landlord may from time to time
agree in writing and failing such agreement such reasonable rate of
interest as shall be determined by a single Arbitrator appointed in
default of agreement by the
12
President for the time being of the Royal Institute of Chartered Surveyors
under the Arbitration Acts 1950 to 1979
21. "Registration Fee" means the sum of twenty five pounds which shall be
increased pro rata with any increase from time to time in the amount of
the Basic Rent above that specified herein
22. "Development" means the premises situate and known as Waterloo Industrial
Estate Hedge End Eastleigh Southampton in the County of Hants shown edged
blue on the Plan annexed hereto
23. "Common Parts" means all those roadways car parks amenity areas and
footpaths (if any) within the Development shown edged xxxxx on the Plan
annexed hereto and the parking spaces hatched green and hatched yellow on
the said plan
13
SCHEDULE B
Part I - The Demised Premises (Clause 3.0)
ALL THOSE premises being the area of the existing building and the buildings
thereon and the loading and unloading areas situate and known as Xxxx 0 Xxxxxxxx
Xxxxxxxxxx Xxxxxx Hedge End Eastleigh Southampton in the County of Hampshire as
the same are shown for the purpose of identification only edged red on the Plan
annexed hereto
14
SCHEDULE B
Part II - Rights and Easements (Clause 3.0)
Benefit of Easements
1. The right in common with the Landlord and all other persons entitled to
use and enjoy the benefit of all easements and quasi-easements and
services subsisting or maintained for the benefit of the Demised Premises
in over under or against any adjoining or adjacent premises of the
Landlord to the extent that the same are necessary for the reasonable
enjoyment of the Demised Premises but excluding any rights of light and
air which are and to the extent to which the same are specifically
excepted and reserved herein
Shared Rights
2. Subject to the Tenant's observance and performance of the covenants on its
part herein contained the Landlord hereby grants to the Tenant the rights
so far as is necessary and as the Landlord may lawfully grant the same for
the Tenant :-
(a) to pass with or without vehicles for the purpose only for access to
and egress from the Demised Premises in over and along the roadways
comprised in the Common Parts
(b) to use the car parking spaces as shall be designated
15
by the Landlord from time to time for the purpose only as
appropriate of parking motor vehicles belonging to the Tenant its
employees and visitors and shown for identification hatched yellow
on the plan annexed hereto and
(c) the exclusive use of the car parking spaces for purpose of parking
motor cars belonging to the Tenant its employees and visitors shown
for identification hatched green on the Plan annexed hereto
16
SCHEDULE B
Part III - Exceptions and Reservations (Clause 3.0)
Rights and Easements over Adjoining Land
1. All rights of light air and easements (but without prejudice to those
expressly hereinbefore granted to the Tenant) now or hereafter belonging
to or enjoyed by the Demised Premises from or over any adjacent or
neighbouring land or building
Building on adjacent land
2. The right to build or rebuild or alter any adjacent or neighbouring land
or building of the Landlord in any manner whatsoever and to let the same
for any purpose or otherwise deal therewith notwithstanding the light or
air to the Demised Premises is in any such case thereby diminished or any
other liberty easement right or advantage belonging to the Tenant is
thereby diminished or prejudicially affected
Support and Shelter
3. The right of support and shelter and all other easements and rights now or
hereafter belonging to or enjoyed by all adjacent or neighbouring land or
buildings an interest wherein in possession or reversion is at any time
during the term vested in the Landlord
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Services for adjoining premises
4. The free passage and running of air gas electricity water and soil
telephone and other services through or along the pipes wires channels
drains and watercourses already or hereafter during the Term to be built
or placed in through over or under the Demised Premises to and from all
other parts of any premises belonging to the Landlord or in which it has
an interest and the right to connect up to the same
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SCHEDULE B
Part IV - Matters to which the Demised Premises are subject (Clause 3.0)
The matters contained or referred to in the Property Register and the Charges
Register of the Landlord's Title Number HP 181433
19
SCHEDULE C
Rent Review (Clause 3.4)
1. The Basic Rent payable for each Rental Period shall be whichever is the
greater of (a) the Basic Rent which was or but for the Statutory Rent
Restrictions would have been payable in accordance with the provisions of
this Lease for the period immediately preceding the Relevant Review Date
or (b) the Open Market Rent at such Review Date as agreed between the
Landlord and the Tenant or determined by the Surveyor in accordance with
the provisions of this Schedule
2. If the Open Market Rent shall not have been agreed in writing between the
Landlord and the Tenant one month before the Relevant Review Date either
party may (whether before or at any time after the Relevant Review Date)
by notice in writing to the other party require the Open Market Rent to be
determined by the Surveyor who shall be appointed jointly by agreement
between the parties
3. In default of agreement between the Landlord and the Tenant on the
appointment of the Surveyor the Surveyor shall be appointed by the
President (or other Chief Officer) for the time being of the Royal
Institution of Chartered Surveyors on the written application of either of
them which (subject to any agreement in writing between the Landlord and
the Tenant to the contrary) may be at any time after notice has been given
in accordance with paragraph 2 of this Schedule
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4. The Surveyor shall act as an arbitrator under the Arbitration Acts 1950 to
1979
5. The Surveyor shall give notice to the Landlord and the Tenant in writing
of the Open Market Rent as determined by him (such determination being
final and binding on the parties) and the Open Market Rent so determined
shall be payable from the commencement of the Relevant Rental Period
6. The Surveyor's fees and charges shall be borne by the Landlord and the
Tenant in such proportions as the Surveyor shall determine and in default
of such determination in equal shares
7. If the Open Market Rent has not been ascertained (by agreement or
determination) by any Relevant Review Date in accordance with the
provisions of this Schedule the Tenant shall pay to the Landlord for any
period between such Relevant Review Date and the usual quarter day
immediately following the ascertainment of the Open Market Rent the Basic
Rent at the yearly rate payable for the period immediately preceeding such
Relevant Review Date and on the usual quarter day immediately following
the ascertainment of the Open Market Rent shall (in addition to the Basic
Rent then payable) pay to the Landlord at a yearly rate equal to the
difference (if any) between the Basic Rent payable immediately before such
Relevant Review Date and the new Basic Rent determined in accordance with
the provisions of this Schedule additional rent in respect of the period
between such Relevant
21
Review Date and such quarter day together with interest thereon at the
Prescribed Rate from the date or dates from which such additional rent
became payable until payment
8. If the Statutory Rent Restrictions would at any Relevant Review Date
restrict or prohibit the review of the Basic Rent or the collection
recovery or retention of the same then the Landlord shall be entitled once
only following such removal or modification of the Statutory Rent
Restrictions to serve notice (hereinafter called "an interim notice") on
the Tenant and from and after the service of such interim notice until the
next Relevant Review Date or the service of the next interim notice
(whichever shall first occur) the rent shall be whichever is higher of the
Open Market Rent at the date of service of such interim notice and the
Basic Rent payable immediately prior thereto and the provisions of this
Schedule shall apply to the ascertainment of such Open Market Rent as if
the date of service of such interim notice were a Relevant Review Date
9. On each occasion that the Basic Rent is ascertained (whether by agreement
or determination in accordance with the provisions of this Schedule) the
Landlord and the Tenant shall cause a memorandum of the amount thereof
payable for the Relevant Rental Period to be endorsed on or annexed to
this Lease and the counterpart thereof and the same shall be signed by or
on behalf of the Landlord the Tenant and the Surety
22
10. Time shall not be of the essence of any of the provisions of this Schedule
save the provision for payment by the Tenant of additional rent and
interest in paragraph 8 hereof
23
SCHEDULE D
Tenant's Covenants (Clause 4)
Rent
1. To pay
(a) the Basic Rent and other rents payable or to become payable under
this Lease and
(b) any and all interest to become payable pursuant to this Lease
at the times and in manner aforesaid without any deduction except as
aforesaid
Outgoings
2.1 To pay and discharge all existing and future rates taxes duties charges
assessments impositions and outgoings whatsoever (whether parliamentary
parochial local or of any other description and whether or not of a
revenue or non-recurring nature and even though of a wholly novel
character) which are now or may at any time hereafter be assessed charged
levied or imposed upon or payable (a) in respect of the Demised Premises
or (b) on or by any estate owner landlord tenant or occupier in respect
thereof (except any tax payable by the Landlord in respect of any
reversionary interest
24
in the demised premises or as a result of any dealing or deemed dealing
with any such reversionary interest or in respect of the receipt by the
Landlord of the Basic Rent or other sums payable by the Tenant hereunder)
PROVIDED THAT if the Demised Premises shall have been left unoccupied
during the whole or part of the period of three months immediately
preceding the termination of the Term the Tenant shall in respect of an
equivalent period thereafter pay and keep the Landlord indemnified in
respect of any general or other rate or similar charge which may arise
because the Demised Premises remain unoccupied
2.2 To repay to the Landlord in the absence of direct assessment on the Tenant
the proportion properly attributable to the Demised Premises of such of
the aforesaid rates taxes duties charges assessments impositions and
outgoings as may be payable in respect of any property of which the
Demised Premises form a part
Insurance
3.1 To repay to the Landlord on demand a proportion as determined in
accordance with sub-clause .2 of this Clause of the sums which the
Landlord shall from time to time pay by way of premiums (and all of any
increased premiums payable by reason of any act or omission on the part of
the Tenant) for keeping the Development insured under the covenant on the
part of the Landlord contained in the paragraph headed " Insurance" in
Schedule E
3.2 The proportion referred to in the preceding sub-clause shall be
25
determined under the Clause of Part II of Schedule F headed "Service
Charge"
3.3 Not to do in or on the Demised Premises anything whereby the insurance of
the Demised Premises or of any premises of which the Demised Premises form
part against the Insured Risks may be vitiated or prejudiced nor without
the consent of the Landlord do anything whereby any additional premium may
become payable for the insurance of the Demised Premises or of any
premises of which the Demised Premises form part such consent not to be
unreasonably withheld upon agreement of the Tenant accepting liability for
any such additional premium
3.4 In the event of any Landlord's insurance policy or policies for the
Demised Premises or of any premises of which the Demised Premises form
part or of any part thereof being vitiated in consequence of any act
action or omission of the Tenant fully and effectually to indemnify the
Landlord against all costs claims proceedings or losses resulting from any
damage or injury to the Demised Premises or other premises or any part
thereof in respect of which compensation is not forthcoming from the
Landlord's insurance company and against all costs of any increased or
additional premiums incurred by the Landlord
3.5 If at any time the Tenant shall be entitled to the benefit of any
insurance on the Demised Premises (which is not effected or maintained in
pursuance of any obligation herein contained) then
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to apply all moneys received by virtue of such insurance in making good
the loss or damage in respect of which the same shall have been received
3.6 To notify the Landlord forthwith of any damage to or destruction of the
Demised Premises or any part thereof occasioned by the occurence of any of
the Insured Risks
Value Added Tax
4. To pay to the Landlord or (as the case may be) to its Solicitors Surveyors
or other agents to whom any payment is due under the covenants agreements
and provisions herein contained or implied which is a payment whereon
Value Added Tax or other similar fiscal charge is chargeable the amount of
Value Added Tax or similar fiscal charge chargeable in respect of the
payment at the rate applicable to that payment as and when due
Gas Electricity and Water Charges
5. To pay for all gas and electricity and water consumed on the Demised
Premises and all telephone charges and to observe and perform at the
Tenant's expense all present and future regulations and requirements of
the Gas and Electricity and Water Supply Authorities and British Telecom
concerning the Demised Premises and to keep the Landlord indemnified in
respect thereof and to reimburse to the Landlord a reasonable portion (to
be determined
27
by the Landlord's Surveyor) of all sums paid by the Landlord from time to
time to the Electricity Gas or Water supply Authorities or to British
Telecom in respect of any connection to or alteration or repair of the
wiring or piping or other machinery or equipment in or about the
Development used for electricity or water supply or gas or telephone which
benefits the Tenant or the Demised Premises or any part thereof
Repairs
6.1 At all times during the Term when and as often as need shall require well
and substantially to cleanse repair support and uphold and from time to
time when necessary rebuild and renew to the reasonable satisfaction of
the Landlord all present and future buildings forming part of the Demised
Premises (except damage by the insured risks PROVIDED that such damage is
not excluded by the Landlord's policy or policies of insurance and such
policy or policies shall not have become vitiated or payment of the policy
monies refused in whole or in part in consequence of some act neglect or
default of the Tenant) and to renew and replace from time to time all
Landlord's fixtures fittings and appurtenances in the Demised Premises
which nay become or be beyond repair at any time during or at the
expiration or sooner determination of the Term AND PROVIDED THAT the
Tenant shall not be liable under this Clause for remedying any defect in
the land or buildings which shall give rise to a valid claim by the
Landlord or the Tenant against any third party in relation to the
surveying design or
28
construction of the Demised Premises any dispute as to the existence of
any such claim being referred to the decision of a single arbitrator to be
agreed between the parties and failing agreement to a single arbitrator to
be appointed by the President for the time being of the Royal Institution
of Chartered Surveyors on the application of either party alone and the
cost of such arbitration shall be borne by the parties equally
6.2 Without prejudice to the generality of the foregoing :-
(a) to keep and maintain all exterior parts of the Demised Premises in a
clean and tidy condition and not to cause or permit any rubbish to
be deposited thereon other than in any area designated for that
purpose by the Landlord and to arrange for collection of the rubbish
at intervals not less than once a week Provided that the Tenant
shall not be deemed in breach if collection is prevented by the
default of the relevant authority
(b) to keep any landscaped areas within the Demised Premises properly
cultivated and maintained in a clean and tidy condition
(c) to clean repair maintain and renew all materials used in the
construction or decoration of the Demised Premises or any part
thereof in a good and workmanlike manner and in accordance with the
appropriate approved or
29
recommended practices procedures and standards
6.3 In so far as such matters are not expressly included in or provided for
by the provisions hereinafter contained at all times to contribute and
pay a rateable or proper proportion of the costs charges and expenses of
making repairing maintaining rebuilding and cleansing all ways roads
pavements car parks landscaped areas sewers drains pipes watercourses
party-walls party-structures party-fences walls or other conveniences
which may belong to or be used for the Demised Premises in common with
other premises near or adjoining thereto such proportion in case of
difference to be settled by the Landlord's Surveyor acting in a reasonable
manner whose decision shall be final (except in the case of manifest
error) and to be paid by the Tenant within 21 days of a demand and to keep
the Landlord indemnified against such proportion of such costs charges and
expenses as aforesaid
Decoration
7. Without prejudice to the generality of the foregoing to the reasonable
satisfaction of the Landlord's Surveyor :
7.1 In every Third year of the said term (but not during the penultimate
year) and in the last year thereof (howsoever determined) to paint in a
proper and workmanlike manner all the external parts heretofore or usually
painted and all additions thereto with at least two coats of good quality
paint the tints
30
or colours on each occasion to be approved in writing by the Landlord such
approval not to be unreasonably withheld or delayed AND to wash down all
tiles cladding glazed bricks or polished stone or similar washable
surfaces and repoint all brick work as and when required and to keep the
windows of the Demised Premises properly cleaned inside and outside
7.2 In every fifth year of the said term and also in the last year thereof
(howsoever determined) to paint in a proper and workmanlike manner all the
inside wood metal and other parts heretofore or usually painted of the
Demised Premises with at least two coats of good quality paint and so that
such internal painting in the last year of the said term shall be of a
tint or colour approved in writing by the Landlord not to be unreasonably
withheld or delayed and also with every such internal painting to clean
wash stop whiten distemper and otherwise decorate and treat in a proper
and workmanlike manner all such internal parts of the Demised Premises
that have been or ought properly to be so treated and so that in the last
year of the said term the tints and colours of all such works of internal
decoration shall be approved by the Landlord in writing (such approval not
to be unreasonably withheld)
Yield Up
8.1 At the expiration or sooner determination of the Term quietly to yield up
to the Landlord the Demised Premises duly painted repaired cleaned
maintained amended and renewed and kept in
31
accordance with the covenants in that behalf herein contained PROVIDED
however that the Tenant may prior to the date of such expiration or
determination remove all Tenant's or trade fixtures making good
nevertheless at the expense of the Tenant and to the reasonable
satisfaction of the Landlord's Surveyor any damage to the Demised Premises
caused by such removal and shall remove all the Tenant's furniture
fittings papers and refuse and so that the Landlord may treat as abandoned
by the Tenant and may arrange for the removal and disposal of any such
fixtures and other items not removed by the Tenant prior to the said
expiration or determination and the cost of such removal and disposal
shall be paid by the Tenant to the Landlord on demand provided always that
the Landlord shall be under no obligation to arrange such removal and
disposal
8.2 In the event of any alterations having been made to the Demised Premises
during the Term to reinstate the Demised Premises (if so reasonably
required by the Landlord but not otherwise) to the condition in which the
same were prior to the making of such alterations and in any event to
remove any moulding sign writing or painting of the name or business of
the Tenant and other persons from the Demised Premises and
8.3 PROVIDED THAT if the Tenant shall fail to leave the Demised Premises in
such condition as aforesaid then and in such case the Landlord may do or
effect all such repairs renovations and decorations for which the Tenant
shall be liable hereunder and
32
the reasonable cost thereof shall be paid by the Tenant to the Landlord on
demand and the Tenant will also pay to the Landlord mesne profits at the
rate of the rent payable hereunder immediately prior to the said
expiration or determination during the period reasonably required for
carrying out such work and the amount of such mesne profits shall be added
to the cost of carrying out such work as aforesaid and the certificate of
the Landlord's Surveyor certifying the cost to the Landlord of such work
and the period reasonably required for carrying out the same shall be
final and binding on the Tenant Provided that the Tenant shall be deemed
to have complied with its obligations hereunder if it shall have complied
in every respect with a schedule of delapidations prepared by the Landlord
at the specific request of the Tenant giving at least 6 months notice
before the date of determination of the Term
Fire Precautions
9.0 To keep the Demised Premises sufficiently supplied and equipped with fire
alarms fire fighting and extinguishing apparatus and installations and
appliances which shall be and remain open to the inspection and maintained
to the reasonable satisfaction of the Landlord and of the Local Fire
Authority and also not to obstruct the access to or means of working of
such apparatus and appliances
9.1 At all times during the Term at the expense of the Tenant to comply
33
with all requirements and regulations from time to time of
(a) the appropriate authority in relation to fire precautions affecting
the Demised Premises
(b) the appropriate supply authorities with regard to the electrical
wiring installation and equipment and gas system (if any) within and
exclusively serving the Demised Premises
9.2 Not to use on any account except in case of fire or other emergency any
doors or special exits provided for escape in case of fire
Inspection and Repairs
10.1 To permit the Landlord and any person authorised by it upon reasonable
prior appointment (except in emergency) to enter upon the Demised Premises
at all reasonable hours during the day time to view the state and
condition and user of the same and the fixtures and fittings therein and
of all defects decays and wants of reparation there found for which the
Tenant shall be responsible hereunder
10.2 Within six months after every notice in writing to the Tenant (or
immediately in case of need) to commence and thereafter diligently to
proceed to repair well and substantially and make good all such defects
decays and wants of reparation to the Demised
34
Premises and the fixtures and fittings therein for which the Tenant is
liable hereunder
10.3 PROVIDED ALWAYS that if the Tenant shall make default in the execution of
the repairs and works referred to in such notice it shall be lawful for
the Landlord and any persons authorised by the Landlord (but without
prejudice to the right of re-entry hereinafter contained) to enter upon
the Demised Premises and execute such repairs and works and the reasonable
cost thereof (including any surveyors' or other fees incurred and whether
or not such repairs and works are executed by the Landlord) shall be
repaid by the Tenant to the Landlord on demand together with interest
thereon from the date of demand to the date of payment at the Prescribed
Rate
10.4 To permit the Landlord and the Landlord's Surveyor and tenants and other
persons authorised by the Landlord with all necessary workmen upon
reasonable prior appointment (except in emergency) to enter upon the
Demised Premises to inspect maintain and execute repairs additions or
alterations to any adjoining premises or for inspecting making repairing
maintaining renewing connecting or cleansing any pipes drains channels
watercourses sewers wires or cables belonging to or leading to or from the
same all damage to the Demised Premises thereby occasioned being made good
by the person so entering upon the Demised Premises
35
Inventories
11. During the last six months of the Term (howsoever determined) to permit
the Landlord and any person authorised by the Landlord to enter upon the
Demised Premises at all reasonable hours during the day time to take
schedules or inventories of fixtures and fittings and things to be yielded
up at the determination of the Term
Acts of Parliament
12. To observe and comply with the provisions and requirements of every
enactment including without prejudice to the generality of the foregoing
the Factories Acts the Offices Shops and Railway Premises Act 1963 the
Health and Safety at Work etcetera Xxx 0000 so far as they relate to or
affect the Demised Premises and including the cost of installing any new
fixtures therein and maintain all arrangements which by or under any
enactment or bye-law are or may be required at any time during the Term
to be executed provided or maintained whether by the Landlord or the
Tenant and to indemnify the Landlord at all times against all costs
charges and expenses of or incidental to the execution of any works or the
provision or maintenance of any arrangements so required as aforesaid and
not at any time during the Term to do or omit to be done or omitted in or
about the Demised Premises any act or thing by reason of which the
Landlord may under any enactment incur or have imposed upon it or become
liable to pay
36
any penalty damages compensation costs charges or expenses
Planning Acts
13. To comply with all respects during the currency of this Lease with the
provisions and requirements of the Planning Acts and all licences consents
permissions and conditions (if any) granted or imposed thereunder so far
as the same respectively relate to or affect the Demised Premises or any
part thereof or any operations works acts or things already or hereafter
during the Term to be carried out executed done or omitted thereon or the
use thereof for any purpose and to pay any development charge or other
charge imposed in respect of any such matter arising from any act
commission or omission whatsoever of the Tenant or any party under the
control of or on behalf of the Tenant and indemnify the Landlord against
all proceedings expenses claims and demands in respect of any
contravention by the Tenant of any provision of the said Acts
Copies of Notices
14. Within fourteen days of the receipt by the Tenant of the same to supply a
copy to the Landlord of any notice order or proposal for a notice or order
or licence consent permission or direction given or made under any
enactment and any regulations orders and instruments made thereunder and
relating to the Demised Premises AND to permit the Landlord and all
persons authorised by it at
37
all reasonable times having given reasonable notice (except in case of
emergency) to enter upon the Demised Premises to inspect the same for any
purpose in connection with any such notice order proposal licence consent
permission or direction
Appeals
15. At the reasonable request of the Landlord to make or join with the
Landlord in making any objection representation or appeal in respect of
any such notice order proposal or direction as aforesaid or any refusal of
or condition imposed under any such licence consent or permission as
aforesaid
Applications for Planning Permission
16. Not without the Landlord's prior approval (such approval not to be
unreasonably withheld) to make any application for consent or permission
to carry out or commence any development (within the meaning of the
Planning Acts) on or by reference to the Demised Premises
Fulfillment of Conditions
17. Unless the Landlord shall otherwise direct to carry out before the
determination of the Term (however determined) any works (the carrying out
of which is otherwise permitted hereunder) required to be carried out in
or on the Demised Premises as a condition
38
of any planning permission which may have been granted to the Tenant
during the Term
Purchase Notice
18. Not to serve any purchase notice under the Planning Acts requiring any
Local Authority to purchase the Tenant's interest in the Demised Premises
or any part thereof
Compensation
19. If the Tenant shall receive any compensation because of any restriction
placed upon the user of the Demised Premises or any part thereof under or
by virtue of the Planning Acts then if and when its interest hereunder
shall be determined under the power of re-entry herein contained or
otherwise forthwith to make such provision as is just and equitable for
the Landlord to receive its due benefit from such compensation unless the
compensation authority shall otherwise order
Assignment and Underletting
20.0 Not to assign underlet or otherwise part with or share possession of any
part of the Demised Premises (here meaning a portion only and not the
whole thereof) otherwise to a subsidiary (as defined by section 154 of the
Companies Act 1948) which shall occupy as licensee only and whose right of
occupation shall cease and
39
determine with that of the Tenant
20.1 Not to part with possession (otherwise than by way of assignment or
underletting) or share possession of the whole of the Demised Premises
20.2 Not to assign the Demised Premises as a whole :-
(i) without the previous consent in writing of the Landlord which
shall not be unreasonably withheld in the case of an assignment to
a respectable and responsible assignee intending to use the Demised
Premises in accordance with the provisions hereof and
(ii) without first procuring the execution by the proposed assignee and
the delivery to the Landlord of a deed to be prepared by the
Solicitor of the Landlord at the cost of the Tenant containing a
covenant by the proposed assignee directly with the Landlord to pay
the Basic Rent and all other sums payable hereunder and to perform
and observe during the Term all the covenants (including this
covenant) by the Tenant and conditions contained in this Lease as if
they were repeated in the said deed mutatis mutandis and
(iii) (if such proposed assignee shall be a private limited liability
company and if the Landlord shall so require)
40
without first procuring the execution by at least two directors of
satisfactory standing or by an insurance company accepted by the
Landlord and the delivery to the Landlord of a deed to be prepared
by the Solicitor of the Landlord at the cost of the Tenant
containing just and several covenants as sureties for such proposed
assignee in the same terms mutatis mutandis as the covenants
contained in Schedule G hereto
20.3 Not to underlet the Demised Premises as a whole save at a full rack rent
without a premium nor without the previous consent in writing of the
Landlord which shall not be unreasonably withheld in the case of an
underletting to a respectable and responsible tenant intending to use the
Demised Premises in accordance with the provisions hereof
20.4 On the grant of any permitted underlease the Tenant shall obtain therein
and at all times thereafter enforce performance and observance of the
covenants on the part of the underlessee as follows :-
(i) an absolute covenant not to assign underlet or otherwise part with
or share possession of any part of the sub-demised premises (here
meaning a portion only and not the whole thereof) or to part with
possession or share occupation of the whole thereof for all or any
part of the sub-term (otherwise than by way of assignment
41
of underletting)
(ii) a qualified covenant not to assign or underlet the whole of the
sub-demised premises without the licence in writing of the Landlord
(the grant of which shall be subject to the same provisos as
contained in this sub-clause)
(iii) a covenant that the underlessee will cause to be inserted in every
sub-underlease whether immediate or derivative covenants on the part
of the relevant sub-underlessee corresponding to the covenants
numbered (i) and (ii) above and that the underlessee will at all
time thereafter enforce the same
20.5 Notwithstanding anything herein contained the Tenant shall not create or
permit the creation of any interest derived out of the term hereby granted
howsoever remote or inferior upon the payment of a fine or premium or at
a rent less than the Basic Rent or the full market rent of the Demised
Premises obtainable without taking a fine or premium (whichever shall be
the greater) and shall not create or permit the creation of any such
derivative interest as aforesaid save by instrument in writing containing
such absolute prohibition as aforesaid on the part of the underlessee and
those that may derive title under such underlessee
42
Registration of Document
21. Within one month after assignment or underletting or sub-underletting of
the Demised Premises or any devolution of any interest therein to give
notice thereof in writing to the Landlord or its Solicitors and to
produce to them the Assignment Transfer Counterpart Underlease
sub-Underlease or other instrument duly stamped under which such
devolution shall have occurred together with a copy of such instrument
certified by a Solicitor and pay to the Landlord's Solicitors the
Registration Fee
User
22.1 To use and occupy the Demised Premises only for the Specified Use or for
any such other use as the Landlord may have permitted or specified in
writing pursuant to the paragraph of Schedule A headed "Open Market Rent"
(para 16) and for no other purpose whatsoever
22.2 Not to use the Demised Premises or any part thereof
(i) (save and except as may be herein expressly provided) for
residential purposes or as sleeping accommodation
(ii) for any noisy noisome offensive or dangerous trade art manufacture
business or occupation
43
(iii) for any illegal or immoral purpose
22.3 Not to use any part of the Demised Premises greater in area than the
Lettable Area specified in the Clause headed "Open Market Rent" in
Schedule A of this Lease without the prior written consent of the Landlord
Alterations
23. Not at any time during the Term to damage interfere with or make any
addition to or alteration in the Demised Premises or any party wall or any
service conduit duct apparatus or installation therein but nothing herein
contained shall prevent the Tenant with the prior written consent of the
Landlord (which shall not be unreasonably withheld) from erecting or
removing from time to time such temporary partitioning as may be necessary
for the reasonable occupation of the Demised Premises PROVIDED ALWAYS that
at the expiration or sooner determination of the Term the Tenant shall at
the reasonable request of the Landlord dismantle and remove all temporary
partitioning then in the demised premises and make good any damage caused
by the partitioning or its removal and Provided also that nothing shall be
done which reduces the Lettable Area
Advertisements
24. Not to exhibit affix to or display on or from the exterior of
44
the Demised Premises or of the external walls rails or fences any sign
signboard fascia placard lettering notice price label blind flag pennant
sky-sign or any advertisement of any kind whatsoever except such as shall
have been previously approved in writing by the Landlord (such approval
not to be unreasonably withheld or delayed) and in the event of any such
approval being given to observe the terms thereof and at the expiry or
sooner termination of the Term to remove every such thing so approved and
to make good the Demised Premises
Floor Loading
25. Not to impose (whether directly or indirectly or by using machinery or
otherwise) on any part of the floors ceilings or walls or of roof roof
trusses or the structure of the Building a load or weight greater than
that which the said floors ceilings or walls or roof roof trusses or
structure are designed or constructed to bear with due margin for safety
nor to cause or permit any undue vibration to the Demised Premises or the
Building by machinery or otherwise
Nuisance
26.0 Not to carry on upon the Demised Premises or any part thereof the business
to be carried on thereon in a noisy noisome offensive or dangerous manner
or do in or upon the Demised Premises or any part thereof any act matter
or thing which may in the opinion
45
of the landlord be or grow to be or become a nuisance or annoyance or a
disturbance to or to the prejudice of the Landlord or its tenants or
lessees or the owners lessees or occupiers for the time being of any
premises in the neighbourhood
26.1 For the purposes of sub-clauses 22.2(ii) and 26.0 hereof any dispute or
difference of opinion shall be referred to an independent surveyor to be
appointed by the parties hereto or failing agreement by the President for
the time being of the Royal Institution of Chartered Surveyors to act as
an Arbitrator under the provisions of The Arbitration Acts 1950-1979
Auctions
27. Not at any time during the Term to hold any sale by auction to be held
upon the Demised Premises or any part thereof
Encroachments Etcetera
28. Not to stop up darken or obstruct any windows or other openings belonging
to the Demised Premises nor to permit any encroachment or easement to be
made or acquired on or over the Demised Premises and that in case any
encroachment or easement shall be made or acquired or attempted to be made
or acquired the Tenant will give immediate notice thereof to the Landlord
and at the request of the Landlord will adopt such means as may be
reasonably required or deemed proper for preventing any such encroachment
or the acquisition of any such easement
46
Let or Sale Boards
29. To permit the Landlord and any persons authorised by it to enter upon the
Demised Premises and affix and retain without interference upon some part
or parts thereof (but not so as to obstruct the access of light and air to
the Demised Premises) notice for reletting or selling the same and to
permit all persons with authority from the Landlord at all reasonable
hours during the day time upon prior appointment to enter and view the
Demised Premises
Pollution
30.1 To take such measures as may be necessary to ensure that any effluent
discharged from the Demised Premises into the drains or sewers which
belong or are used for the Demised Premises whether or not in common with
other premises will not be corrosive or in any way harmful to the said
drains or sewers or cause any obstruction or deposit therein and to keep
all pipes watercourses gullies and drains belonging to the Demised
Premises properly flushed cleansed and free from obstruction and if any
such obstruction shall occur forthwith to remove the same and make good
any damage caused thereby whether to the structure of the Demised Premises
or otherwise and to indemnify the Landlord against any claims arising from
damage caused by such obstruction to adjoining or neighbouring premises
47
30.2 Not to discharge or allow to be discharged from the Demised Premises any
fluid or anything of a poisonous or noxious nature of a kind that might or
will contaminate or pollute the air or water and to indemnify the Landlord
against any reasonable claims arising from damage caused by such
contamination or pollution
30.3 To take at all times throughout the Term all such steps as are necessary
and proper to prevent the emanation from the Demised Premises of excessive
noise fumes heat or excessive vibration especially but not only where such
emanation will or might be to the detriment of the Landlord or any other
owners or occupiers of the adjoining or nearby lands
Repair of Adjoining Premises
31.1 To permit agents or workmen with or without plant or machinery engaged or
authorised by the Landlord to enter and remain upon the Demised Premises
at all reasonable times on 7 days previous written notice (except in case
of emergency) so far as may be necessary or useful in order to build walls
(including the building or repair of party walls) or to stop up any
openings in walls dividing the Demised Premises from other parts of the
Development or deny adjoining or contiguous premises or to repair or
rebuild any part of the Development or any adjoining or contiguous
premises belonging to the Landlord or to cleanse lay re-lay maintain renew
empty or repair any of the sewers drains conduits gutters watercourses
pipes cables wire machinery equipment apparatus and
48
mains belonging to the same and for all purposes connected with the
Landlord's obligations hereunder the Landlord doing as little damage as
reasonably practicable and making good as soon as reasonably possible all
damage to the Demised Premises or any chattels thereon occasioned by the
exercise of such rights and causing as little interference as is
reasonably possible to the Tenant's use of the Demised Premises during the
time that such work is being carried out
31.2 In case any dispute or controversy shall at any time or times arise
between the Tenant and the tenants or occupiers of any adjoining or
contiguous premises belonging to the Landlord the same shall from time to
time be settled and determined by the Landlord's Surveyor who shall act
reasonably in such manner as it in writing shall direct in that behalf but
which determination the Tenant shall from time to time submit and which
determination shall be conclusive and binding upon the Tenant
Cost of Notices
32. To pay all costs charges and expenses (including Solicitors' costs and
Surveyors' fees) incurred by the Landlord for the purpose or in
contemplation of or incidental to the preparation and service of a notice
under Section 146 or 147 of the Law of Property Xxx 0000 requiring the
Tenant to remedy a breach of any of the covenants herein contained
notwithstanding forfeiture for such breach shall be avoided otherwise than
by relief granted by the
49
Court or the preparation and service of any notice or schedule relating to
want of repair of the Demised Premises and whether served during or after
the determination of the Term or for the purpose or in contemplation of or
incidental to all applications by the Tenant for any consent of the
Landlord required by this Lease and also the proper and reasonable legal
charges and the Landlord's Surveyors' fees actually incurred by the
Landlord in cases where consent is refused or the application is withdrawn
Cost of this Lease
33. To pay to the Landlord's Solicitors their solicitors charges for the
preparation of this Lease and the Counterpart thereof and any renewal or
renewals thereof and the Stamp Duties thereon
Indemnity - Encumbrances
34. By way of indemnity only and only in so far as the same are still
subsisting and capable of taking effect and affect the Demised Premises at
all times hereafter to duly observe and perform the matters (if any)
referred to in Part IV of Schedule B hereto and to keep the Landlord
effectually indemnified against all actions proceedings costs claims and
demands in respect thereof or any of them
50
Indemnity - breaches
35. To pay and make good to the Landlord all costs and expenses including
professional fees incurred by the Landlord in connection with all and
every loss and damage whatsoever incurred or sustained by the Landlord as
a consequence of every breach non-performance or non-observance of the
covenants by the Tenant herein contained or implied and the conditions
herein contained and on the part of the Tenant to be complied with and to
indemnify the Landlord from and against all actions claims liabilities
costs and expenses thereby arising
PROVIDED that such indemnity shall be deemed (a) to extend to and cover
all costs and expenses incurred by the Landlord in connection with any
steps which the Landlord may take to remedy any breach of covenant by the
Tenant herein contained or failure of the Tenant to observe and perform
any covenant condition or obligation on the part of the Tenant herein
contained or implied and (b) to be without prejudice to any rights or
remedies of the Landlord hereunder in respect of any and every such breach
non-performance or non-observance
Indemnity - use and occupation
36. To keep the Landlord fully and effectually indemnified at all times and
the Tenant hereby indemnifies the Landlord accordingly against all costs
claims liabilities actions and expenses (whether
51
alleged or demanded by the owners or occupiers of any adjoining or
neighbouring properties or other parties) arising through the use or
occupation of the Demised Premises the existence of any article in or
about the Demised Premises or the execution or omission of any works upon
the Demised Premises
Regulations
37. At all times to observe and perform any reasonable regulation made by the
Landlord and notified to the Tenant in writing governing the good order
and management of any premises of which the Demised Premises form part and
to ensure that the same are made known to and are complied with by the
Tenants employees visitors and sub-tenants
52
SCHEDULE E
Landlord's Covenants (clause 5)
Insurance
1.1 To keep the Demised Premises insured with an office of repute against the
Insured Risks to the full cost of their reinstatement and in the event of
the Demised Premises being destroyed or damaged by any of the Insured
Risks during the Term forthwith (as soon as the necessary labour materials
and permits are obtained) to rebuild or reinstate the same and to lay out
in or towards such rebuilding or reinstating in a good and substantial
manner all monies received under or by virtue of any insurance effected
thereon (other than monies received in respect of loss of rents) and all
such further sums of money as shall be requisite in rebuilding and
reinstating the Demised Premises
1.2 To provide the Tenant with particulars of the Policy of insurance from
time to time effected by the Landlord under the provisions of Clause 1.1
hereof as the Tenant may require to inform themselves of the nature and
extent of the cover provided thereby and to notify the Tenant of any
proposed modification in or addition to the terms and conditions of such
policy forthwith following the Landlords decision to effect such
modification or addition or the intimation by the insurers of the making
by them of such modification or addition
53
Quiet Enjoyment
2. That the Tenant paying Basic Rent and the further rents hereby reserved
and observing performing the Tenant's covenants herein contained shall and
may peaceably hold and enjoy the Demised Premises during the term without
any interruption or disturbance from or by the Landlord or any person
lawfully claiming through under or in trust for it
54
SCHEDULE F
Part I - Agreements and Declaration between the parties (clause 6)
Re-entry
1. If the Basic Rent and the further rents hereby reserved or any part
thereof shall at any time be in arrear and unpaid for twenty-eight days
after the same shall have become due (whether any formal or legal demand
therefore shall have been made or not) or if there shall be any breach of
any of the covenants conditions or agreements herein contained and on the
part of the Tenant to be performed and observed or if the Tenant or other
person or persons in whom for the time being the said term shall be vested
(being an individual or individuals) or any of them shall become bankrupt
or have a receiving order made against him her or them or make any
arrangement or composition with or for the benefit of his her or their
conditions or suffer any execution to be levied on the Demised Premises or
if the Tenant being a company shall enter into liquidation whether
compulsory or voluntary (not being merely a voluntary liquidation for the
purpose of amalgamation or reconstruction) or suffer any execution to be
levied on the Demised Premises then and in such case it shall be lawful
for the Landlord or any person or persons duly authorised by the Landlord
in that behalf into or upon the Demised Premises or any part thereof in
the name of the whole to peaceably re-enter and the Demised Premises
peaceably to hold and enjoy thenceforth as if this Lease has not been made
without prejudice to any right
55
of action or remedy of either party against the other in respect of any
antecedent breach of any covenant or condition herein contained
Notices
2. Any notice required to be given or served under this Lease and not
otherwise provided for shall be served or deemed to be served on the
Tenant if served in accordance with Section 196 of the Law of Property Xxx
0000
Suspension of Rent
3. In case the Demised Premises or any part thereof shall at any time be
destroyed or so damaged by any of the Insured Risks as to be unfit for
occupation or use then and in any such case (unless the insurance of the
Demised Premises shall have been vitiated by the act neglect default or
omission of the Tenant) the rents hereby reserved or a fair and just
proportion thereof according to the nature and extent of the damage
sustained shall be suspended and cease to be payable until the Demised
Premises shall have been rebuilt or reinstated and made fit for use and
occupation or for a period not exceeding three years (whichever shall be
shorter) and such proportion in case of disagreement shall be referred to
a single arbitrator to be appointed by the parties hereto but failing
approval to be appointed by the President for the time being of the Royal
Institution of Chartered Surveyors on the application of either party
above in accordance with and subject to the provisions of the Arbitration
Acts 1950 to 1979
56
Acceptance of Rent
4. Notwithstanding the acceptance of or demand for rent by the Landlord or
its agent with knowledge of a breach of any of the covenants on the part
of the Tenant herein contained the Landlord's right to forfeit this Lease
on the ground of such breach shall remain in force AND the Tenant shall
not in any proceedings for forfeiture be entitled to rely upon any such
acceptance or demand as aforesaid as a defence PROVIDED THAT this
provision shall have effect in relation only to any acceptance of or
demand for rent made during such period (if any) as may in all the
circumstances be reasonable for enabling the Landlord to conduct any
negotiations with the Tenant for remedying the breach which shall have
been commenced by either party upon the Landlord becoming aware of the
said breach
Statutory Compensation
5. Except to the extent that any statutory provision prohibits the Tenant's
right to compensation being reduced or excluded by agreement the Tenant
shall not be entitled to claim from the Landlord on quitting the Demised
Premises or any part thereof any compensation under the Landlord and
Xxxxxx Xxx 0000 or any statute modifying or re-enacting the same
57
Exclusion of any Warranty of Fitness
6. Neither the granting of this Lease nor any provision herein contained
shall operate or be construed as warranting that the use to which the
Tenant proposes nor or hereafter to put the Demised Premises or any use to
which (whether subject to conditions or not) the Tenant may be at liberty
or may be required under the provisions of this Lease to put the Demised
Premises is or may be or become legally permitted whether under the
provisions of the Planning Acts or otherwise
Party Walls
7. Each and every wall separating the Demised Premises from any adjoining
premises of the Landlord shall be deemed to be a party wall severed
medially
Interest on Arrears etc
8. If the Basic Rent or any other sum payable by the Tenant to the Landlord
under this Lease shall not be paid to the Landlord within twenty one days
of the same being due the Tenant shall pay to the Landlord with any such
sums (but without prejudice to all or any rights or remedies of the
Landlord hereunder) interest thereon at the Prescribed Rate calculated on
a day to day basis from the date the same became due and payable down to
the date of payment or re-imbursement by the Tenant and the aggregate
amount for the time being so payable shall at the option of the Landlord
58
be recoverable by action or as rent in arrear
Set Off
9. The Tenant shall not be entitled to set off any counterclaim or exercise a
right of retention against rent unless the existence and maturity of such
claim have been accepted by the Landlord or are established by a final
decision of a Court or an arbitrator
Rent Review Waivers and Consents
10. In the event of the Landlord specifying any waiver or consent under the
Clause headed "Open Market Rent" in Schedule A of this Lease which the
Landlord is willing to make or give any covenant to which such waiver or
consent relates shall thereafter be modified accordingly as from the
Relevant Review Date
59
SCHEDULE F
Part II - Provisions re Services
Service Charge
1. The Tenant hereby agrees and covenants with the Landlord that it will pay
by way of further rent a service charge contribution in accordance with
the following paragraph of this Schedule (together with any Value Added
Tax due and payable thereon) such contribution to be such proportion of
the total service charge for the Development as the Landlord's Surveyor
shall from time to time conclusively determine during the Term to be
properly attributable to the Demised Premises
Provisions as to Service Charge
2.0 The total service charge shall be the aggregate of :-
(a) The reasonable cost to the Landlord of the provision by it of the
services and matters mentioned in paragraph 3 of this Schedule
during the relevant year (due allowance being made where any
expenditure is met out of the reserve hereinafter mentioned) and
(b) A reasonable sum being the annual depreciation over a fair and
proper period (to be conclusively determined by the Landlord's
Surveyor) of all the capital plant
60
and equipment used in or for the provision of such services and
(c) All other reasonable expenditure incurred by the Landlord as
mentioned in paragraph 3 of this Schedule during the relevant year
PROVIDED THAT the Landlord may in its discretion include in any year a sum
which the Landlord's surveyor determines to be reasonable by way of
reserve against anticipated future expenditure on the said services such
determination to be conclusive
2.1 The Tenant shall pay to the Landlord on account of the annual service
charge contribution on each quarter day in advance such a sum as shall in
the discretion of the Landlord be demanded by it not exceeding one equal
fourth part of the anticipated annual service charge contribution for the
current year to be determined by the Landlord's Surveyors
2.2 At the end of each year the Landlord shall as soon as practicable within
the following three months cause an account to be prepared of the total
service charge for that year and send a copy thereof to the Tenant
together with a statement showing the annual service charge contribution
payable by the Tenant and the amount paid on account by the Tenant in such
year Any difference due from the Tenant shall be paid to the Landlord
within fourteen days of the receipt of such statement (whether or not the
same is received within or after the expiration of the said period of
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three months) and any balance due to the Tenant shall be allowed against
the next payment on account of service charge contribution due from it
2.3 For the purpose of this Schedule "year" shall mean the period of twelve
months from the First day of January to the next ensuing Thirty-first day
of December (both dates inclusive and insofar as the annual service charge
contribution has to be calculated for any period other than a year or a
payment on account for any period other than a quarter the same shall be
calculated by apportionment on a daily basis
2.4 The certificate of the Landlord's Surveyor acting in a reasonable manner
as to the total service charge and the service charge contribution due
from the Tenant in any year shall be final and conclusive as between the
Landlord and the Tenant
2.5 Provided that in the provision of such services mentioned in the next
following paragraph the Landlord shall act in all respects in a reasonable
manner for the benefit of the Lessees of the Development
Services
3.0 The Landlord hereby covenants with the Tenant that subject to payment by
the Tenant of the Basic Rent and the further rents herein reserved and
provided that the Tenant has complied with
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all the covenants and obligations on the part of the Tenant to be
performed and observed to use its best endeavours to provide the following
services :-
The maintenance amendment repair renewal cleansing decorating and
otherwise keeping in good and tenantable condition of :-
(a) the Common Parts and
(b) the boundary walls fences and gates of and within the curtilage of
the Development
3.1 The repair renewal replacement cleansing and maintenance in good working
order and repair of the equipment apparatus and appliances (if any) in the
Common Parts including (without prejudice to the generality of the
foregoing) the watercourses channels pipes drains sewers cables wires
meters ducts and other conducting media the electrical installation and
light fittings
3.2 Any lighting to the Common Parts
3.3 Grassing and tending and keeping tidy and planting with such flora trees
and shrubs as the landlord shall deem at its absolute discretion to be
appropriate the landscaped areas on the Development
3.4 Providing maintaining renewing replacing repairing and keeping in good
order and condition all installations appurtenances
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appointments fixtures fittings bins receptacles tools appliances materials
and other things which the Landlord may deem desirable or necessary for
the maintenance upkeep or cleanliness of the Development and the supply of
services to the Development
3.5 Employing and determining (as and when the Landlord considers it
expedient) the employment of such agents managers contractors and staff as
the Landlord may deem reasonably desirable or necessary to enable or
assist it to provide the said services or any of them and for the general
conduct management and security of the Development and all parts thereof
and to pay all incidental costs fees compensation premiums and other
expenditure in relation to such employment (including but without limiting
the generality of such provision) payment in respect of the statutory and
such other insurance health pension welfare and other payments
contributions compensation claims or liability of any kind and premiums as
the Landlord may at its absolute discretion deem desirable or necessary
and the provision of uniforms working clothes and other equipment for the
proper performance of their duties the rental value of any caretaker's
accommodation within the Development and the cost of providing the same
and any other accommodation provided by the Landlord for management
purposes and the expenses incurred from time to time in the management of
the Development
3.6 Paying all rates taxes charges assessments impositions and other outgoings
payable by the Landlord in respect of the Common Parts
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of the Development except insofar as the Tenant or any other occupier of
the Development may be liable for the same under the terms of this or
their lease or occupation
3.7 Keeping the Common Parts insured upon similar terms (including the
Landlords covenant to reinstate) as those set forth in the Landlord's
covenant headed "insurance (Clause 1.1 of Schedule E)
3.8 Taking all steps reasonably deemed desirable or expedient by the Landlord
for complying with making representations against or otherwise contesting
the incidence of the provisions of any legislation or orders or statutory
requirements thereunder concerning employment town planning public health
highways streets drainage or other matters reasonably relating to or
alleged to relate to the Development for which the Tenant is not directly
liable hereunder
3.9 Re-marking as required the car and lorry parking spaces loading bays and
turning areas (if any)
3.10 If the Landlord reasonably considers it expedient removing from the
Demised Premises to a central collection point all usual refuse and
rubbish
3.11 As and when the Landlord shall in its absolute discretion consider it
appropriate enforcing or attempting to enforce against :-
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(a) Any other tenant of the Development the observance of any covenant
in that tenant's lease the non-observance of which is or may be
detrimental to the Landlord or the Tenant or any of the other
tenants of the Development and
(b) Any owner or occupier of adjoining or neighbouring premises the
payment of any contribution towards anything used in common with the
Development
3.12 Paying a contribution towards the expense of repairing renewing and
maintaining all ways roads pavements sewers drains pipes watercourses
party walls party structures party fences walls or other conveniences
which may belong to or be used by the occupiers of the Development in
common with others and in common with other premises near or adjoining
thereto and not forming part of the Demised Premises
3.13 Executing any works as are or at any time during the term shall under or
by virtue of any enactment for the time being in force or by any Local or
other competent Authority be directed or required to be done or executed
in respect of the Development and for which none of the occupiers of the
Development are liable
3.14 The general supervision and management of the Development and the
Landlord's interest therein by the Landlord or its Agent
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3.15 The costs and expenses of preparing and supplying the accounts and
statements mentioned in paragraph 2 of this Part of this Schedule and the
costs and expenses of the Landlord's Surveyor in exercising any of his
functions under this Schedule
3.16 The preparation and supply of copies of regulations made by the Landlord
under the foregoing provisions hereof and copies of all amendments or
additions made from time to time thereto
Savings
4.0 The Landlord shall not be liable to the Tenant for any defects or want of
repair unless and until the Landlord has had notice thereof
4.1 The Landlord may from time to time reasonably withhold add to extend vary
reduce or make any alterations in the rendering of the service upon giving
notice aforesaid or any of them in any manner and to any extent that the
Landlord deems desirable in the interest of good estate management but so
that the use and enjoyment of the Demised Premises shall not thereby be
prejudicially or adversely affected
4.2 The Tenant shall have no claim against the Landlord arising out of or in
respect of the failure of the Landlord to provide any of the said services
by reason directly or indirectly of circumstances outside the reasonable
control of the Landlord and in particular (but without prejudice to the
generality of the
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foregoing) by reason directly or indirectly of any act of God or of third
parties or any strike lockout or labour dispute or any shortage of labour
fuel water gas electricity or other supplies or of any material or other
defect or breakdown arising in or occuring to any part of the service
installations or other equipment in the Development used for or in
connection with the furnishing of any service
4.3 The Landlord shall not be responsible for or incur any liability in
respect of:-
(a) Any damage to any person or property by reason of any defect in the
structure of any part of the Development (other than such defect
comprised within the proviso to clause 6.1 of Schedule D hereof) or
by reason of the defective working stoppage or breaking of any
machinery power or appliance in connection therewith or
(b) Any loss or inconvenience which may be occasioned by any delay or
want of supply of water (including heated water) electric current
gas or other fuel or conditioned air caused by any Service
installation or other equipment connected with the supply thereof
being defective or out of repair or by the closing down or temporary
withdrawal from use of any service installations or boiler or other
services equipment for periodic inspection repairs or other
necessary purposes
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(c) The act or default of any caretaker or any other servant or agent of
the Landlord or of any other tenant or any servant or agent of any
other tenant or any servant or agent of any other tenant or occupant
of the Development nor for any loss occasioned by theft negligence
of such servants or otherwise
(d) Any letter parcel or property which may be left with or entrusted to
any Caretaker or any other servant of the Landlord or for the act or
default of any such person or anything arising therefrom
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SCHEDULE G
Surety's Covenant (Clause 7)
1. The Tenant will throughout the Term pay the rents and all increases
therein reserved (whether such increased are effected in accordance with
Schedule C hereto or as otherwise agreed or settled between the Landlord
and the Tenant) and made payable by this Lease in the manner and at the
respective times herein appointed for payment and shall observe and
perform all the covenants provisions and conditions on the part of the
Tenant herein contained AND FURTHER the Surety covenants to pay and make
good to the Landlord on demand all losses costs damages and expenses
occasioned to the Landlord arising out of or by reason of the default of
the Tenant in respect of any of the said covenants provisions and
conditions AND that any neglect or forbearance on the part of the Landlord
in enforcing or giving time (a) for payment of the Basic Rent (and other
rents) and all increases therein or any part thereof or (b) the observance
or performance of any of the said covenants provisions and conditions
shall not release the Surety from its ability under the covenant or
guarantee on its part contained in this Clause
2. That :-
(i) if the Tenant (being a Company) shall go into liquidation and the
Liquidator disclaim this Lease or
(ii) if the Tenant (being a Company) is dissolved or struck off the
register and the Crown disclaims this Lease or
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(iii) if the Tenant (being an individual) becomes bankrupt and the Trustee
in Bankruptcy disclaims this Lease or
(iv) if this Lease shall be forfeited by the Landlord under the right or
power in that behalf contained or referred to herein the Landlord
may within three months following the disclaimer or forfeiture (as
the case may be) by notice in writing require the Surety to accept a
new Lease of the Demised Premises in their then actual state and
condition (and subject to any underlease or tenancy or other
interest created by the Tenant for the time being affecting the same
or any part thereof) for a term equivalent to the residue which if
there had been no disclaimer or forfeiture would have remained of
the Term at the rents last payable under the Lease and subject to
the said covenants provisions and conditions with the exception of
this sub-clause and the immediately preceding sub-clause And so that
if a disclaimer or forfeiture shall occur after the completion of a
rent review carried out in accordance with the provisions of
Schedule C to this Lease the Basic Rent to be reserved by the new
Lease shall be the Basic Rent last previously payable before the
disclaimer or forfeiture the new Lease and the rights and
liabilities thereunder to take effect as from the date of such
disclaimer or forfeiture (as the case may be) and in such case the
Surety shall pay the Landlord's Solicitors charges and disbursements
of
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and shall accept the new Lease and will execute and deliver to the
Landlord a Counterpart thereof
3. If and as often as the Landlord or the Tenant may by notice in writing to
require to sign the memorandum of the Basic Rent in accordance with the
provisions of paragraph 9 of Schedule C hereto
4. In the event of the Tenant being granted at the expiration of the Term a
new lease of the Demised Premises or any part thereof pursuant to the
provisions of the Landlord and Xxxxxx Xxx 0000 or any other statute for
the time being in force the covenants aforesaid of the Surety shall apply
to such new lease to the same extent as they apply to this Lease
THE COMMON SEAL of PENSION )
FUNDS SECURITIES LIMITED was )
hereunto affixed in the )
presence of : )
[GRAPHIC]
/s/ [ILLEGIBLE] Director
/s/ [ILLEGIBLE] Secretary
