EXHIBIT 10.21
LEASE
DATE: 9th July 1999
PARTIES:
(1) MERIT INVESTMENTS & PROPERTIES LIMITED of 00 Xxxxxxxxx Xxxx, Xxxxxxxxxxx
("Xxxxxxxx") and
(2) APION LIMITED of Xxxxxxxxxx Xxxxxxxx, 00/00 Xxxx Xxxxxx, Xxxxxxx, XX00 0XX
("Tenant")
1. DEFINITIONS
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In this Lease:
1.1 "Property" means the whole of Xxxxxxx House, 000/000 Xxxxxxxx Xxxxxx,
Xxxxxxx shown for the purposes of identification only edged red on the Plan
including:
1.1.1 any building or other structure that is now on the Property or
that is erected by way of replacement there during [illegible] ("Building")
1.1.2 the fences and walls that surround the Property
1.1.3 the Plant and fittings installed there by the Landlord
1.1.4 all Conducting Media on the Property that serve [illegible]
1.1.5 all additions and improvements and
1.1.6 all fixtures (whether or not fixed at the beginning of the term
except any installed by the Tenant that can be removed without defacing the
Property
1.2 "Term" means (subject to clause 17) the period of 15 years (fifteen
years) beginning on the date of this Lease and ending on 7th July 2014 subject
to the right of the Tenant to earlier termination provided in clause 17.
1.3 "Inherent or Latent Defect" means any defect shown to be reasonably
and directly attributable to the preparation of the site upon which the Building
is constructed or its design, supervision or construction or the workmanship or
materials used therein.
1.4 "Initial Rent" means in respect of the following periods the following
sums (each exclusive of VAT):
(a) from the Rent Commencement Date until the day before the first
anniversary of that date the sum of (Pounds)133,260 (One hundred and thirty-
three thousand, two hundred and sixty pounds) per year;
(b) for the period from the first anniversary of the Rent Commencement
Date until the day before the second anniversary of that date the sum of
(Pounds)133,260 (One hundred and thirty-three thousand, two hundred and sixty
pounds) per year;
(c) for each of the subsequent three years of the Term and until the
first Review Date the sum of (Pounds)188,785 (One hundred and eighty eight
thousand, seven hundred and eighty five pounds) per year.
1.5 "Rent Commencement Date" means the date of this Lease.
1.6 "Insurance Commencement Date" means the date of this Lease.
1.7 "Review Dates" means 7th July in the years 2004, 2009 and 2014 and
every fifth anniversary of such date.
1.8 "Exterior Decorating Years" means each fifth year of the Term.
1.9 "Interior Decorating Years" means each fifth year of the Term.
1.10 "Permitted Use" means use of the Property as offices, workshops and
training rooms and any uses within Class 2 or Class 3 of the Schedule of the
Planning (Use Classes) (NI) Order 1989 ("the Use Classes Order").
1.11 Other definitions and interpretation provisions are set out in
clause 16.
2. LETTING
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The Landlord lets the Property to the Tenant for the Term
3. RENT
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The Tenant COVENANTS with the Landlord to pay the Rent without any
deduction or set-off by equal quarterly payments in advance on the usual quarter
days (viz 1st February, 1st May, 1st August and 1st November) and:
3.1 the first payment is for the period beginning on the Rent Commencement
Date and ending on the day before the next quarter day
3.2 the first payment is due on the date of this Lease or on the Rent
Commencement Date whichever is the later
3.3 Rent for a period of less than a year is to be apportioned on a daily
basis
3.4 if required in writing by the Landlord the Tenant must make these
payments by banker's order or direct transfer to any bank and account in the
United Kingdom that the Landlord may nominate
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4. RENT REVIEW
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4.1 Definitions
In this Lease:
4.1.1 "Review Date" means any of the Review Dates and "relevant
Review Date" means the Review Date on which the Review Period in question begins
4.1.2 "Review Period" means either the period beginning on a Review
Date and ending on the day before the next Review Date or the period beginning
on the last Review Date and ending on the expiry of the Term
4.1.3 "Assumptions" are the following assumptions at the relevant
Review Date:
4.1.3.1 that no work has been carried out on the Property by the
Tenant anyone deriving title under the Tenant or their predecessors in title
during the Term which has diminished the rental value of the Property
4.1.3.2 that if the Property has been destroyed or damaged it
has been fully restored
4.1.3.3 that the covenants contained in this Lease on the part
of the Landlord and the Tenant have been complied with
4.1.3.4 that the Property is available to let by a willing
landlord to a willing tenant by one lease without a premium from either party
and with vacant possession
4.1.3.5 that the lease by which the Property will be let
("hypothetical lease") contains the same terms as this Lease except the amount
of the Initial Rent and any rent-free period allowed to the Tenant
4.1.3.6 that the duration of the hypothetical lease is fifteen
years beginning on the relevant Review Date and that the rent is payable from
then but that the hypothetical lease has the same provisions for early
termination as those set out in this Lease.
4.1.3.7 that the hypothetical lease contains the provisions for
rent review included in this Lease and provides for the rent to be reviewed at
the same intervals as those in this Lease
4.1.3.8 that the hypothetical lease provides that the Tenant
must decorate the Property at the same intervals as those in this Lease
4.1.3.9 that VAT at the rate then prevailing will be payable on
the rent reserved by the hypothetical lease if (and only if) VAT is payable at
the relevant Review Date on the Rent payable under this Lease (but this
Assumption will apply only if at the relevant Review Date whether or not VAT is
payable on rent depends upon an act or omission of the Landlord)
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4.1.3.10 that the Property has previously been fitted out and
equipped by and at the expense of the incoming tenant (or its undertenants) so
that it is capable of being used by the incoming tenant (or its undertenants)
from the beginning of the hypothetical lease for all purposes required by the
incoming tenant or undertenants that would be permitted under this Lease (but on
the basis that the fitting-out and equipping that have in fact been carried out
by the Tenant are disregarded under clause 4.1.4.3)
4.1.3.11 that the incoming tenant proposes either to occupy the
whole of the Property or that undertenants are available for any parts that the
tenant does not intend to occupy who are willing and able to enter into
underleases on terms acceptable to the tenant and at the open market rent and
that the underleases will begin on the relevant Review Date and the open market
rent will be payable from that date
4.1.4 "Disregards" are the following matters at the relevant
Review Date that must be disregarded:
4.1.4.1 any effect on rent of the fact that the Tenant or anyone
deriving title under the Tenant or their predecessors in title have been in
occupation of the Property
4.1.4.2 any goodwill attached to the Property by the carrying on
at the Property of the business of the Tenant or anyone deriving title under the
Tenant or by the predecessors in that business
4.1.4.3 any increase in rental value of the Property
attributable at the relevant Review Date to any improvement to the Property
carried out:
4.1.4.3.1 during the Term or during the period immediately
before the beginning of the Term
4.1.4.3.2 by the Tenant anyone deriving title under the
Tenant or their predecessors in title with the consent of the Landlord (where
required) or carried out by the Landlord at the expense of the Tenant or
4.1.4.3.3 not in pursuance of an obligation to the Landlord
and in disregarding this no allowance will be made for loss of use during any
notional period while the improvement is being carried out
4.2 Review
4.2.1 For each Review Period the Rent will be the greater of:
4.2.1.1 the Rent payable immediately before the relevant Review
Date or if payment of Rent has been suspended the Rent which would have been
payable had there been no suspension
4.2.1.2 the revised rent ascertained in accordance with this
clause
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4.2.2 The revised rent will be the rent at which the Property might
reasonably be expected to be let in the open market at the relevant Review Date
making the Assumptions and disregarding the Disregards
4.2.3 The revised rent for any Review Period may be agreed in writing
at any time between the parties or in the absence of agreement will be
determined (but not earlier than the relevant Review Date) by an arbitrator
4.2.4 The arbitral proceedings shall be conducted in accordance with
the Arbitration Xxx 0000 and the Landlord and Tenant hereby agree that -
4.2.4.1 the proceedings shall be held in Northern Ireland;
4.2.4.2 the language to be used in the proceedings shall be
English and English translations of any relevant documents not originally
written in English shall be provided;
4.2.4.3 the award of the tribunal shall be in writing signed by
the arbitrator and shall contain the reasons for the award;
4.2.4.4 the parties shall be notified of the award of the
tribunal by a copy of the award being sent to each of them on the same day by
recorded delivery service post or communicated by such other means as the
parties shall agree in writing and shall be deemed to have been received 24
hours after the time of posting or such other means of communication; and
4.2.4.5 the date of the award of the tribunal shall be the date
on which the parties are deemed to have received a copy of the award.
4.2.5 The arbitrator will be appointed by agreement between the
parties or (in the absence of agreement) nominated by the then Chairman of the
Northern Ireland branch of the Royal Institution of Chartered Surveyors (or his
nominee) ("Chairman") on the application of either party may not earlier than
six months before the relevant Review Date
4.2.6 If the arbitrator declines to act becomes incapable of acting
or dies either party may apply to the Chairman to make another nomination
4.2.7 The Tenant must allow the arbitrator access to the Property to
do anything which the arbitrator considers necessary to carry out his function
4.2.8 If one party pays all the arbitrator's fees and disbursements
it may recover any part of them which the arbitrator awards against the other
party in the case of the Landlord as rent in arrears and in the case of the
Tenant by deduction from rent
4.2.9 When the revised rent has been determined in accordance with
this clause memoranda will be signed by or on behalf of the parties and annexed
to this Lease and its counterpart and the parties will bear their own costs of
doing this
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4.3 Arrangements pending revised rent
4.3.1 If the revised rent payable during any Review Period has not
been ascertained by the relevant Review Date the then current Rent will continue
to be payable on account of the Rent for that Review Period
4.3.2 If the revised rent is ascertained on or before the relevant
Review Date and that date is not a quarter day the Tenant must on that Review
Date pay to the Landlord the difference between the Rent due for that quarter
and the Rent already paid for it
4.3.3 If the revised rent payable during any Review Period has not
been ascertained by the relevant Review Date then on the date upon which it is
agreed or upon which the arbitrator's award is received by either party the
Tenant must pay to the Landlord:
4.3.3.1 any shortfall between the Rent which would have been paid if
the revised rent had been ascertained by the relevant Review Date and the
payments made on account and
4.3.3.2 interest at the base lending rate on the shortfall between
the amount that would have been paid if the revised rent had been ascertained by
the relevant Review Date and the payments made on account for the period
beginning on the day upon which each instalment was due and ending on the date
on which payment of the shortfall is made
4.4 Rent increase prevented
4.4.1 If at any Review Date the review of the rent or the recovery of
any increase is prohibited or limited by statute the Landlord may within six
months of the removal of that restriction (time being of the essence) give to
the Tenant notice invoking this clause
4.4.2 On the service of a notice under this clause the date upon
which the notice is served will be treated as a Review Date but this will not
vary any subsequent Review Date
4.4.3 Any increase in rent resulting from such a review may be
recovered from the date upon which the notice is served or (if later) the
earliest date permitted by law
5. REPAIR CLEANING AND DECORATION
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The Tenant COVENANTS with the Landlord:
5.1 to repair the Property and keep it in repair but the Tenant need not
do so where the disrepair is due to an Inherent or Latent Defect or is caused by
a risk against which the Landlord has covenanted in this Lease to insure or by
any additional risk against which the Landlord has insured except where the
insurance money is irrecoverable through an act or omission of the Tenant or any
person deriving title under the Tenant
5.2 To ensure and procure that all repairs and maintenance to the Property
that are required are:
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5.2.1 conducted in a good and workmanlike manner;
5.2.2 in accordance with good building practice and using materials
of a good and serviceable quality and fit for their respective purposes;
5.2.3 (where they relate to the exterior and/or structure of the
Property) conducted only after discussion with the Landlord and the Landlord's
approval thereto (which shall not be unreasonably withheld or delayed); AND
5.2.4 after the Tenant has first given the Landlord the opportunity
of tendering for the work in question.
5.3 to:
5.3.1 replace any of the fixtures or Plant that become beyond repair
during the Term;
5.3.2 procure and ensure that all aspects of Plant are regularly
serviced and/or maintained and/or repaired at all times in accordance with the
manufacturer's or installer's guidelines or recommendations therefor.
5.4 to clean the Property and keep it clean and tidy
5.5 to clean both sides of the windows and window frames in the Property
at least once a month
5.6 to keep any part of the Property not built upon adequately surfaced
and in good condition, fair wear and tear excepted.
5.7 to keep all landscaped areas within the Property free from weeds and
properly cultivated
5.8 not to cause any area abutting the Property to be untidy
5.9 in each of the Exterior Decorating Years and in the last year of the
Term to redecorate the exterior of the Building removing any graffitti or other
defacement and repairing as necessary all other external surfaces and in each of
the Interior Decorating Years and in the last year of the Term to redecorate the
interior of the Building in both instances in a good and workmanlike way and
with appropriate materials of good quality to the reasonable satisfaction of the
Landlord
5.10 to obtain the Landlord's approval (such approval not to be
unreasonably withheld) of any change in the colours on each redecoration of both
the exterior and interior of the Building
5.11 where the use of Conducting Media boundary structures or other things
is common to the Property and other premises to be responsible for and to
indemnify the Landlord
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against all sums due from and to undertake all work that is the responsibility
of the owner lessee or occupier of the Property in relation to those things
6. ALTERATIONS
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The Tenant COVENANTS with the Landlord:
6.1 not to erect any new building or structure on the Property or unite
the Property with any adjoining property
6.2 not to make any addition or alteration to the exterior of the Building
or to any load-bearing part of the Building or its roof or foundations
6.3 not to make any addition or alteration to the Property that is not
prohibited by the absolute prohibitions set out in the preceding clauses unless:
6.3.1 the consent of the Landlord has been obtained such consent not
to be unreasonably withheld but in considering an application for consent the
Landlord may take into account the effect that the addition or alteration may
have on Adjoining Premises
6.3.2 all necessary consents from any competent authority have been
obtained
6.3.3 the Landlord has been supplied with drawings and where
appropriate a specification in duplicate prepared by an architect or member of
some other appropriate profession who must supervise the work to completion
6.3.4 the proper fees of the Landlord any superior landlord or
mortgagee and their respective professional advisers have been paid in relation
to the application for consent
6.3.5 such covenants as the Landlord may reasonably require about the
carrying out of the additions and alterations have been entered into with the
Landlord
6.3.6 in the case of substantial work and where the Landlord requires
adequate security has been provided in the form of a deposit of money or a bond
as assurance to the Landlord that any work permitted by the Landlord is
completed
6.4 before installing any internal demountable partitions at the Property
to obtain the approval of the Landlord to the use of that type of partitioning
and the subsequent installation repositioning or removal of internal demountable
partitions of a style previously approved by the Landlord will not be a breach
of clause 6.3
6.5 at the expiry of the Term and if requested by the Landlord to remove
any demountable partitions and any addition or alteration made to the Property
and to make good any part of the Property damaged by the removal
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6.6 not to make any alteration or addition to the electrical installation
at the Property except in accordance with standards prescribed by the
Institution of Electrical Engineers and the supply authority or to connect any
apparatus to the installation that might endanger or overload it
6.7 not to connect with any Conducting Media which serve the Property
unless it has obtained the approval of the relevant authority and the Landlord
(the Landlord's approval not to be unreasonably withheld)
6.8 not to commit any waste at the Property unless it is permitted by
virtue of a consent under clauses 6.3 and 6.4
7. USE
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The Tenant COVENANTS with the Landlord:
7.1 not to use the Property except for the Permitted Use and (for example)
not to use the Property or any part of it as residential accommodation or to
keep any animal on it
7.2 not to do any act or allow to remain upon the Property any substance
or article which might constitute a nuisance or which may cause inconvenience
disturbance injury or annoyance to the Landlord or the occupiers of the
Adjoining Premises or any nearby premises or cause damage to the Property the
Adjoining Premises or other nearby premises
7.3 not to use the Property for any dangerous noisy or offensive
occupation or for any illegal or immoral purpose
7.4 to use any part of the Property not built upon only for car parking or
for the purposes specified on the Plan and not to keep there any materials
equipment plant bins crates boxes or any skip or other receptacle for refuse or
any caravan or temporary building
7.5 not to discharge into any Conducting Media within or that serve the
Property any substance that may obstruct them or cause damage or danger or any
noxious poisonous or radioactive matter or anything likely to pollute or
contaminate
7.6 not to overload the Building
7.7 not to leave the Property continuously unoccupied for more than a
month without notifying the Landlord and providing such security arrangements as
the Landlord, the Compensation Agency and the insurers, or any other competent
body may require
7.8 not to play or use at the Property any instrument apparatus or
equipment that produces sound audible outside it
7.9 to ensure that there is no release from the Property into any
environmental medium of any substance that is capable of causing harm to the
health of man or other living organisms or to land surface or ground water or
ecology systems
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7.10 not to carry out on the Property any activity or keep on the Property
any substance or article for which any authorisation licence permit consent or
other approval is needed from a government department or local regulatory public
or other authority ("Official Approval") without having:
7.10.1 obtained the Landlord's consent
7.10.2 produced to the Landlord a copy of every application for
Official Approval
7.10.3 obtained the Official Approval and
7.10.4 produced to the Landlord a copy of the Official Approval
7.11 to comply with every Official Approval including any conditions to
which it is subject
8. PLANNING
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The Tenant COVENANTS with the Landlord:
8.1 not to commit any breach of planning control and to comply with the
Planning Acts in relation to the Property
8.2 not to make an application for planning permission in relation to the
Property or to serve any notices in respect of an application without the
approval of the Landlord such approval not to be unreasonably withheld
8.3 having obtained the Landlord's approval under the preceding clause to
apply for all planning permissions and to serve all notices required for
carrying out any operation or change of use on the Property which may constitute
development (as defined in the Planning Acts) and to pay all fees and any other
sums due in relation to every application
8.4 even if the Landlord has given its approval and granted whatever other
consents are needed under this Lease not to carry out any operation or change of
use on the Property until:
8.4.1 all necessary notices under the Planning Acts have been served
and copies produced to the Landlord
8.4.2 all necessary permissions under the Planning Acts have been
obtained and produced to the Landlord
8.4.3 the Landlord has acknowledged that every necessary planning
permission is acceptable to it (such acknowledgement not to be unreasonably
withheld) although the Landlord may refuse to acknowledge its acceptance of a
planning permission on the grounds that any condition contained in it or
anything omitted from it or the period referred to in it would be (or would be
likely to be) prejudicial to the Landlord's interest in the Property or the
interest of
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the Landlord or (where appropriate) a company within the Landlord's Group in
Adjoining Premises whether during or after the expiry of the Term
8.5 unless the Landlord otherwise directs to complete before the expiry of
the Term:
8.5.1 any works specified as having to be carried out by a date after
the expiry of the Term in a planning permission or in an agreement with the
planning or any other authority entered into as a condition to obtaining
planning permission
8.5.2 any development begun on the Property
8.6 in any case where a planning permission is granted subject to
conditions and if the Landlord reasonably requires to provide security for the
compliance with those conditions and not to implement the planning permission
until security has been provided
9. ALIENATION
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The Tenant COVENANTS with the Landlord:
9.1 except to the extent permitted under the subsequent provisions of this
clause not to:
9.1.1 part with possession of the Property or any part of it
9.1.2 permit another to occupy the Property or any part of it
9.1.3 share the occupation of the Property or any part of it or
9.1.4 hold the Property or any part of it on trust for another
but the Tenant may allow a company that is a member of the same group
as the Tenant (within the meaning of the 1996 Order Article 31) to occupy the
whole or part of the Property for so long as both companies remain members of
the same group and otherwise than in a manner that transfers or creates a legal
estate
9.2 not to:
9.2.1 assign or charge part only of the Property;
9.2.2 underlet part only of the Property unless:
(a) where the part underlet consists of the ground floor the
whole floor of the ground floor is underlet; and
(b) where the underletting is of a floor or floors other than
the ground floor, such underletting is of not less than 50% of the area of each
such floor with not more than two underlettings per floor; and
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(c) the Tenant has complied with the appropriate provisions of
clauses 9.4 to 9.7
9.3 not to assign underlet or charge the whole of the Property without the
consent of the Landlord such consent not to be unreasonably withheld where the
Tenant has complied with the appropriate provisions of clauses 9.4 to 9.7
9.4 to procure that any assignee enters into covenants with the Landlord
to observe all the Tenant's covenants and all the other provisions of this Lease
during the residue of the Term
9.5 on an assignment to a limited company and if the Landlord requires to
procure that at least two directors of the company or some other person or
persons acceptable to the Landlord (such acceptance not to be unreasonably
withheld) enter into covenants with the Landlord guaranteeing the performance of
the assignee in the form of clauses 18.1 and 18.2 or in such other form as the
Landlord reasonably requires
9.6 in relation to every underlease to ensure that:
9.6.1 it is granted without a fine or premium at a rent no lower than
the then open market rent approved by the Landlord (such approval not to be
unreasonably withheld)
9.6.2 the rent is payable in advance on the same days as rent is
payable under this Lease
9.6.3 it contains provisions approved by the Landlord (such approval
not to be unreasonably withheld):
9.6.3.1 for the upwards-only review of the rent on the basis set
out in clause 4 or in such other form as the Landlord reasonably requires or
approves
9.6.3.2 for the rent to be reviewed either on the Review Dates
or on such other dates approved by the Landlord by which the rent is reviewed no
less frequently
9.6.3.3 prohibiting the undertenant from doing or allowing any
act or thing in relation to the Property inconsistent with or in breach of the
provisions of this Lease
9.6.3.4 for re-entry by the underlandlord on breach of any
covenant by the undertenant
9.6.3.5 imposing an absolute prohibition against all dealings
with the Property other than an assignment or charge of the whole
9.6.3.6 prohibiting any assignment or charge of the whole of the
Property without the consent of the Landlord under this Lease
9.6.3.7 prohibiting the undertenant from parting with possession
or permitting another to share or occupy or hold on trust for another the
Property or any part of it
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9.6.3.8 imposing in relation to any permitted assignment the
same obligations for registration with the Landlord as are in this Lease in
relation to dispositions by the Tenant
9.7 in relation to any permitted underlease:
9.7.1 to enforce the performance by every undertenant of the
provisions of the underlease and not at any time to waive any breach of the
covenants or conditions on the part of any undertenant or assignee of any
underlease nor (without the consent of the Landlord such consent not to be
unreasonably withheld or delayed) to vary the terms of any underlease
9.7.2 not to agree any reviewed rent with the undertenant without the
approval of the Landlord such approval not to be unreasonably withheld or
delayed
9.7.3 not to agree with any appointment of a person as the third
party determining the revised rent without the approval of the Landlord such
approval not to be unreasonably withheld or delayed
9.7.4 to incorporate as part of its representations to that third
party representations required by the Landlord acting reasonably
9.7.5 to give the Landlord details of every rent review within
twenty-eight days of its outcome
9.8 within twenty-one days of any assignment charge underlease or any
transmission or other devolution relating to the Property to produce for
registration with the Landlord's solicitor a certified copy of any relevant
document and to pay the Landlord's solicitor's reasonable charges for
registration
10. TENANT'S OTHER COVENANTS
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The Tenant COVENANTS with the Landlord:
10.1 Outgoings
10.1.1 to pay and to indemnify the Landlord against:
10.1.1.1 all rates taxes assessments impositions duties levies
charges and outgoings of any type which now or during the Term are charged
assessed or imposed on the Property or on its owner lessor lessee or occupier
but excluding any tax imposed on the Landlord in respect of the receipt of Rent
or any other payment made by the Tenant under this Lease or on any disposition
or dealing with or the ownership of the reversion of this Lease ("outgoings")
10.1.1.2 the proportion properly attributable to the Property
(to be determined in the absence of agreement between the parties by the
Landlord's surveyor) of all Outgoings which now or during the Term are charged
assessed or imposed on the Property and other premises or on the owner lessor
lessee or occupier of the Property and other premises
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10.2 Supplies
10.2.1 where a separate supply is provided to the Property to pay the
supplier and to indemnify the Landlord against all charges for water electricity
telephone and other supplies consumed on the Property and to pay all equipment
rents
10.2.2 where supply charges are made in relation to the Property
and other premises (or upon the owner or occupier of the Property and other
premises) to pay the suppliers and to indemnify the Landlord against the
proportion of the charges properly attributable to the Property (or the owner or
occupier of the Property) to be determined in the absence of agreement by the
Landlord's surveyor
10.3 VAT
10.3.1 to pay and indemnify the Landlord against any VAT that may be
chargeable on the Rent or any other payment made by the Tenant under this Lease
in addition to the Rent or other payment (VAT being recoverable as if it were
rent where it is charged on Rent or on a payment that is either reserved as
additional rent or that this Lease provides is recoverable as if it were rent)
10.3.2 whenever the Tenant has agreed in this Lease to reimburse the
Landlord for a payment made by the Landlord to reimburse the Landlord in
addition for any VAT paid by the Landlord on that payment unless the VAT is
recovered by the Landlord
10.4 Access of Landlord and notice to repair
10.4.1 to permit the Landlord and all persons authorized by the
Landlord at reasonable times and on reasonable notice (except in an emergency)
to enter the Property
10.4.1.1 to establish if the provisions of this Lease have been
observed
10.4.1.2 to carry out any work to Adjoining Premises that cannot
reasonably be carried out without access to the Property
10.4.1.3 to take schedules and inventories
10.4.1.4 to exercise any right granted or reserved to the
Landlord by this Lease
10.4.1.5 for any purpose connected with the insurance of the
Property the review of the Rent or the renewal of this Lease
10.4.1.6 to view (and to open up floors and other parts of the
Property where that is reasonable) the condition of the Property and any work
being carried out at the Property and specifically (but without prejudice to the
foregoing generality) to allow the Landlord's agent access to the Property at
lease once in every three month period throughout the Term for this purpose
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10.4.1.7 to give the Tenant (or leave on the Property) a notice:
10.4.1.7.1 specifying any breach of covenant by the Tenant
10.4.1.7.2 specifying any work carried out in breach of the
provisions of this Lease or
10.4.1.7.3 requiring the Tenant immediately to remedy the
breach and to reinstate the Property including the making good of any opening-up
but any opening-up must be made good by or at the cost of the Landlord where it
reveals no breaches by the Tenant of the provisions of this Lease
10.4.2 where the Tenant has been in breach of the covenants contained
in this Lease to immediately to repair clean and decorate the Property or to
carry out other work as required by the notice referred to in the sub-clause
immediately above
10.4.3 to allow the Landlord and all persons authorized by the
Landlord to enter the Property to carry out the work that is needed to comply
with the notice and to pay to the Landlord the cost of doing so within fourteen
days of a written demand if:
10.4.3.1 within thirty days of service of the notice the Tenant
has not both begun and then continued the work referred to in the notice or
10.4.3.2 the Tenant fails to complete the work within sixty days
of service of the notice or
10.4.3.3 in the Landlord's reasonable opinion the Tenant is
unlikely to complete the work within sixty days of the service of the notice
10.5 Aerials signs and advertisements
10.5.1 not to erect any pole mast dish or wire on the Property
without the Landlord's consent, such consent not to be unreasonably withheld or
delayed
10.5.2 if requested by the Landlord to display a sign showing the
Tenant's trading name of a size and kind approved by the Landlord (such approval
not to be unreasonably withheld) at a point specified in writing by the Landlord
10.5.3 not to display any other sign which is visible from outside
the Property without first obtaining Landlord's consent, such consent not to be
unreasonably withheld or delayed
10.6 Statutes notices and orders
10.6.1 to comply with every statute and any notice or order from a
government department or local public or other authority or court that relates
to the Property activities carried
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out on the Property or any substance or article on the Property and whether
applicable to the Tenant or the owner lessor lessee or occupier of the Property
10.6.2 to produce immediately to the Landlord a copy of any notice or
order that is served on the Property or the Tenant and that relates to the
matters referred to in the preceding clause
10.6.3 at the request of the Landlord to make or join with the
Landlord in making any reasonable representations that the Landlord considers
appropriate or otherwise contesting any proposal of a government department or
local regulatory or other authority that relates to or includes the Property
10.7 Equipment
10.7.1 not to install or use on the Property any equipment which
causes noise or vibration detectable outside or damage to the Property
10.7.2 to keep all equipment on the Property properly maintained to
renew all parts when recommended or necessary and to ensure that the equipment
is properly operated
10.8 Defective Premises
10.8.1 to give notice immediately to the Landlord of any defect in
the Property which might give rise to a liability or duty on the Landlord
10.8.2 to display all notices which the Landlord may reasonably
require
10.9 Encroachments
10.9.1 not to stop up darken or obstruct any windows in the Building
10.9.2 to take all reasonable steps to prevent any encroachment or
easement being made or acquired over the Property and to give notice to the
Landlord immediately if any is attempted
10.10 Evidence of compliance
if required to produce to the Landlord such evidence as the Landlord
may reasonably require to satisfy itself that the provisions of this Lease have
been complied with
10.11 Indemnity
to be responsible for and to keep the Landlord indemnified against all
Losses resulting directly or indirectly from any breach by the Tenant of the
provisions of this Lease
10.12 Keyholders
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to ensure that at all times both the Landlord and the local police are
aware of the name home address and home telephone number of at least two
keyholders of the Property
10.13 Interest
10.13.1 to pay interest at a yearly rate of 3% above the base lending
rate from time to time on any Rent or other sum payable under this Lease that is
not paid on its due date
10.13.2 to pay this interest from the due date to the date of payment
(both before and after any judgment) calculated on a daily basis (the interest
to be compounded with rests on the usual quarter days) but nothing in this
clause entitles the Tenant to withhold or delay any payment or affects the
rights of the Landlord in relation to non-payment
10.14 Landlord's costs
10.14.1 to pay to the Landlord on an indemnity basis all reasonable
fees charges costs and other expenses properly incurred by the Landlord in
relation to:
10.14.1.1 every application made by the Tenant for consent
whether it is granted refused offered subject to any qualification or withdrawn
10.14.1.2 the preparation and service of a notice under the
Conveyancing and Law of Property Xxx 0000 section 14 or incurred in taking or
contemplating proceedings under that Act even if forfeiture is avoided otherwise
than by a court order
10.14.1.3 legal costs arising out of any legal proceedings
by the Landlord for the recovery of Rent or other sums due from the Tenant
10.14.1.4 e nforcing or requiring the Tenant to remedy a breach of the
provisions of this Lease
10.14.1.5 any reasonable steps taken in the preparation and
service of a Schedule of Dilapidations during and after the expiry of the Term
and in this respect the Landlord and the Tenant agree that they shall endeavour
to appoint mutually a suitably qualified person to prepare and serve such
Schedule of Dilapidations (whose determinations they mutually agree to be bound
by) the costs thereof being borne equally between the Landlord and the Tenant.
Save however in the event that the Landlord and Tenant are unable to agree to
mutually appoint a suitably qualified person then such Schedule of Dilapidations
as may be prepared and served by the Landlord and/or the Tenant shall be at the
cost of the party so preparing and serving such Schedule
10.14.2 where the Landlord could recover the cost of professional
advice or services under the preceding clause if they were undertaken by a third
party but these services or that advice are provided by the Landlord or by a
company within the Landlord's Group to pay to the Landlord (or that company) a
reasonable sum (plus VAT if payable) for such advice and
-17-
services but not more than the amount payable by the Tenant if that advice or
service had been provided by a third party
10.15 Sale of reversion
to permit at reasonable times upon reasonable notice agents or
prospective buyers of any interest superior to the Lease to view the Property
provided they are authorised by the Landlord or its agent and to permit the
Landlord or any superior landlord to fix on the Property a notice or board
indicating that an interest superior to this Lease is available for sale
10.16 Re-letting
where the Tenant or the occupier of the Property will have no right to
renew this Lease under the 1996 Order or has lost that right to permit the
Landlord or its agent at any time during the last twelve months of the Term to
fix on the Property a notice or board indicating that the Property will be
available for letting and during that period to permit persons with the
authority of the landlord or its agent to view the Property
10.17 Criminal Damage
10.17.1 in the event of this Lease being determined under clause 12.5
of the Lease by either party forthwith to assign or otherwise transfer to the
Landlord the benefit of any claim the Tenant may have in respect of the Property
under the Criminal Damage (Compensation) (Northern Ireland) Order 1977 or
otherwise
10.17.2 to maintain in relation to the Property and the Building such
standards of vigilance and to take all such precautions as may from time to time
be reasonably necessary or recommended by the Royal Ulster Constabulary or the
Compensation Agency (or any agency or public department which in future may
exercise their functions) for the protection and security of the Property
against damage by fire, explosion or malicious damage and to comply with all
reasonable requests, directions or prohibitions of the Landlord for the
protection and security of the Property and the Building and to compensate the
Landlord for any loss caused by a breach of this covenant (including any
diminution of moneys received by the Landlord under any insurance policy or the
Criminal Damage (Compensation) (Northern Ireland) Order 1977.)
10.18 Yield up
at the expiry of the Term:
10.18.1 to yield up the Property with vacant possession decorated and
repaired in accordance with and in the condition required by the provisions of
this Lease
10.18.2 to give up all keys of the Property to the Landlord
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10.18.3 to remove the Tenant's fixtures and fittings (if requested by
the Landlord) and all signs erected by the Tenant on or near the Property and to
make good immediately any damage caused by the removal
11. LANDLORD'S COVENANTS
--------------------
The Landlord COVENANTS with the Tenant:
11.1 Quiet enjoyment
to permit the Tenant to hold the Property peaceably and without any
interruption by the Landlord or any person claiming under or in trust for the
Landlord
11.2 Exercising rights
in exercising the rights involving entry to the Property to cause (and
to ensure that those exercising the rights on its behalf cause) as little damage
as is reasonably practicable to the Property
12. INSURANCE
---------
12.1 Landlord's covenants
The Landlord COVENANTS with the Tenant:
12.1.1 to insure the Property in the full cost of reinstatement
(excluding any glass insured under clause 12.2.15) against damage caused by fire
lightning accidental explosion aircraft (or other aerial device) or articles
falling from them earthquake storm tempest flood bursting and overflowing of
water pipes tanks and other apparatus impact by mechanically propelled vehicles
and any other risks relating to the Property that the Landlord acting reasonably
may decide to cover PROVIDING ALWAYS THAT:
12.1.1.1 the obligation to insure against any particular is risk
is subject to insurance for that risk being ordinarily available from a
reputable insurer for the Property and
12.1.1.2 this insurance will be subject to any exclusions
conditions and excesses that the insurer requires
12.1.2 to effect this insurance with a reputable insurance company or
with reputable underwriters and through any agency that the Landlord may from
time to time decide
12.1.3 that this insurance will be for the full cost of reinstatement
including (for example):
12.1.3.1 temporarily making the Property safe and protecting any
adjoining structures
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12.1.3.2 debris removal demolition and site clearance
12.1.3.3 obtaining planning and all other statutory and other
consents
12.1.3.4 architects' surveyors and other fees incurred by the
Landlord in relation to the reinstatement
12.1.3.5 complying with the requirements of any statute or of
any local public regulatory or other authority
12.1.3.6 any VAT that may be payable on or in respect of any of
these costs and fees
12.1.4 to produce to the Tenant on demand reasonable evidence of the
terms of the policy and of payment of the last premium
12.1.5 to notify the Tenant of any change in the risks covered by the
policy
12.1.6 to procure that the interest of the Tenant is noted or
endorsed on the policy whenever this is permitted under the policy
12.2 Tenant's covenants
The Tenant COVENANTS with the Landlord:
12.2.1 to pay as rent to the Landlord within fourteen days of a
demand and (if so demanded) in advance of the date of renewal sums equal to:
12.2.1.1 the premiums paid or to be paid by the Landlord for
insuring the Property in accordance with its obligations in this Lease including
any increased premiums required as a result of the Tenant's use of the Property
or anything brought onto the Property
12.2.1.2 the premiums paid or to be paid by the Landlord for
insuring for three years' loss of rent under this Lease
12.2.1.3 the premiums paid or to be paid by the Landlord for any
third party liability (including public and property owner's and employer's
liability) in respect of the Property against which the Landlord may at any time
insure
12.2.1.4 any part of the premiums referred to above which the
Landlord is entitled to retain by way of commission
12.2.2 where in the case of any of the items referred to in the
preceding clauses the Landlord's policy includes the Property and other premises
to pay as rent to the Landlord on demand and (if so demanded) in advance of the
date of renewal the proportion of the premiums properly attributable to the
Property to be determined (in the absence of agreement) by the Landlord's
surveyor
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12.2.3 to pay the sums referred to in clauses 12.2.1 and 12.2.2 for
the period beginning on the Insurance Commencement Date and ending on the day
immediately before the new renewal date on the grant of this Lease or if later
on the Insurance Commencement Date or when demanded
12.2.4 to give notice to the Landlord of any matters (whether
existing or that arise during the Term) that a prudent insurer might treat as
material in deciding whether or on what terms to insure or to continue to insure
the Property
12.2.5 to comply with all the requirements and recommendations of the
insurer and the fire officer
12.2.6 not to do or omit anything that could cause the insurance
effected under clause 12.1 to become void or voidable wholly or in part
12.2.7 not to do or omit anything that could cause any additional or
increased premiums to become payable unless the Tenant has previously obtained
the approvals of the Landlord and the insurer (the Landlord's approval not to be
unreasonable withheld)
12.2.8 not to have on the Property anything which is explosive or
especially combustible
12.2.9 to keep the Property supplied with the equipment for the
detection and fighting of fire and with the fire alarm equipment that is
reasonably required by the Landlord or that the insurer or fire officer requires
and to maintain this equipment in working order and to the satisfaction of the
insurer or fire officer and to the reasonable satisfaction of the Landlord and
at least once every six months to have this equipment inspected by a competent
person
12.2.10 not to obstruct the access to any fire equipment or the means
of escape from the Property or to lock any fire door while the Property is
occupied
12.2.11 to give notice to the Landlord immediately any event happens
against which the Landlord may have insured under this Lease
12.2.12 if the Tenant is entitled to the benefit of any insurance in
relation to the Property to apply all money in making good the loss for which it
is received
12.2.13 to do nothing to prejudice any claim made by the Landlord or
to prevent or impede any reinstatement being carried out by the Landlord under
clause 12.4.1.4
12.2.14 to pay to the Landlord on demand the amount of any excesses
which may be deducted or deductible by the insurers on any claim made by the
Landlord under clause 12.4.1.1
12.2.15 to insure the glass of the Property with a reputable insurance
company or with reputable underwriters against breakage or damage for its full
reinstatement cost and when required to produce to the Landlord particulars of
this insurance and evidence of the payment of
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the premium and to reinstate any glass that is broken or damaged with new glass
of no less quality or thickness
12.2.16 to effect and maintain with a solvent and reputable insurance
company adequate insurance cover against all usual third party, occupier's and
employer's liability risks and to indemnify the Landlord against all claims
demands and liabilities of this type which may arise during the Term
12.3 Suspension of Rent
12.3.1 "Insured Damage" means that the Property is destroyed or
damaged by any risk against which the Landlord has covenanted in this Lease to
insure or by any additional risk against which the Landlord has insured and
payment of the insurance money is not refused wholly or in part as the result of
an act or omission of the Tenant or any person deriving title under the Tenant
12.3.2 "Criminal Damage" means that the Property is destroyed or
damaged in such a manner as to give rise to a claim under the Criminal Damage
(Compensation) (NI) Order 1977 ("the Order") and payment of the compensation is
not refused wholly or in part as the result of an act or omission of the Tenant
or any person deriving title under the Tenant.
12.3.3 Whenever Insured Damage and/or Criminal Damage occurs and the
Property or any part of it is unfit for use the Rent (or a fair proportion of it
according to the nature and extent of the damage) will not be payable until the
Property is (or the affected parts are) again fit for use or until three years
from the damage whichever is the shorter and the proportion and the period will
be determined (in the absence of agreement) by the Landlord's surveyor
12.3.4 When the preceding clause applies for part of a quarter and
the Rent for that quarter has already been paid in advance the Landlord must
refund to the Tenant the proportion of the Rent (apportioned on a daily basis)
attributable to the period during which the preceding clause applied.
12.4 Reinstatement
12.4.1 Whenever Insured Damage and/or Criminal Damage occurs the
Landlord COVENANTS with the Tenant:
12.4.1.1 immediately to notify the insurer and/or the
Compensation Agency (as the case may be) of the damage and to claim all sums due
under the insurance policy and/or under the Order
12.4.1.2 to use all reasonable endeavours to procure the payment
by the insurer and/or the Compensation Agency of all sums properly due under the
policy at the time and in the manner required by the policy and/or under the
Order
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12.4.1.3 to apply for and use all reasonable endeavours to
obtain all planning permissions building regulation consents and other consents
and licenses that are required to enable the Landlord to reinstate ("the
Permissions")
12.4.1.4 to apply all insurance money and Criminal Damage
Compensation received (except sums for loss of rent) in reinstating the Property
as soon as the Permissions have been obtained or immediately where no
Permissions are required.
12.4.2 The Landlord need not reinstate while prevented by any of the
following:
12.4.2.1 failure by the Landlord to obtain the Permissions
despite using all reasonable endeavours
12.4.2.2 the grant of any of the Permissions subject to a lawful
condition with which it would be unreasonable to expect the Landlord to comply
or the planning or highway authority's insistence that as a pre-condition to
obtaining any of the Permissions the Landlord must enter into an agreement with
the planning or highway authority that would contain a term with which it would
be unreasonable to expect the Landlord to comply
12.4.2.3 some defect in the site upon which the reinstatement is
to take place so that it could not be undertaken or undertaken only at excessive
cost
12.4.2.4 war act of God government action strike lock-ou or any
other similar circumstances beyond the control of the Landlord
12.5 Termination
Whenever Insurance Damage and/or Criminal Damage occurs and the
Property or any part of it is still unfit for use three years after the date
upon which it first became unfit either party may for so long as the Property or
part remains unfit at any time within six months of the expiry of that three-
year period serve on the other a notice referring to this clause whereupon this
Lease will immediately come to an end
13. FORFEITURE
----------
13.1 A "Forfeiting Event" is any of the following:
13.1.1 any Rent or sum regarded as rent for the purposes of this
Lease is outstanding for twenty-one days after becoming due whether formally
demanded or not
13.1.2 a breach by the Tenant of any of the provisions of this Lease
13.13 the Tenant is Insolvent
13.2 "Insolvent" for the purposes of this Lease means that the Tenant
(being an individual) becomes bankrupt or (being a company) enters into
liquidation whether compulsory or voluntary (save for the purpose of
amalgamation or reconstruction of a solvent company) or
-23-
has a receiver appointed of its undertaking or (in either case) enters into an
arrangement or composition for the benefit of its creditors or suffers any
distress or execution to be levied on its goods
13.3 Whenever a Forfeiting Event exists the Landlord may enter the
Property (or any part of it) at any time even if a previous right of re-entry
has been waived and then the Term will end but without affecting any rights that
either party may have against the other including (for example) the breach under
which the re-entry is made
14. MISCELLANEOUS
-------------
14.1 Representations
The Tenant acknowledges that it has not entered into this Lease in reliance
on any representation made by or on behalf of the Landlord
14.2 Exclusion of use warranty
Nothing in this Lease or in any consent granted by the Landlord implies
that the Property may be used for any particular purpose
14.3 Disputes with adjoining owners
If any dispute arises between the Tenant and the occupiers of Adjoining
Premises about any right in connection with the use of the Property and of any
Adjoining Premises or about any boundary structures separating the Property from
the Adjoining Premises it will be determined by the Landlord's surveyor
14.4 Covenants relating to Adjoining Premises
Nothing contained in or implied by this Lease will give the Tenant the
benefit of or the right to enforce (or to prevent the release or modification
of) any covenant or condition entered into by any tenant of any Adjoining
Premises
14.5 Effect of waiver
Each of the Tenant's covenants will remain in force even if the Landlord
has waived or temporarily released that covenant or waived or released a similar
covenant in a lease of Adjoining Premises
14.6 Rights and easements
14.6.1 The only rights granted to Tenant are those expressly set out
in this Lease
14.6.2 The Tenant will not during the Term acquire or become entitled
to any easement over any Adjoining Premises
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14.6.3 Any easement exercised over any Adjoining Premises will be
regarded as being exercised by virtue of a determinable license from the
Landlord
14.7 Extension of Term
If after the expiry of the Term there is a period of holding over extension
or continuance (whether by agreement or operation of law):
14.7.1 the provisions of this Lease (including for example clause 18)
will apply to that period and the expression "Term" will be construed
accordingly and
14.7.2 all obligations of a periodical nature will apply at the same
intervals as those specified in this Lease
14.8 Perpetuity period
The perpetuity period applicable to this Lease is eighty years beginning on
the date of this Lease and whenever in this Lease either party is granted a
future interest it must vest within that period and if it has not will be void
for remoteness
14.9 Compensation
Any statutory right of the Tenant or claim compensation from the Landlord
on vacating the Property is excluded from this letting to the extent that the
law allows
14.10 Tenant's possessions
If after the Tenant has vacated the Property on the expiry of the Term any
of the Tenant's possessions remain on the Property and the Tenant fails to
remove them within seven days after being requested in writing by the Landlord
to do so or if the Landlord is unable to make such a request to the Tenant
within fourteen days from the first attempt:
14.10.1 the Landlord may as the agent of the Tenant sell the
possessions and the Tenant indemnifies the Landlord against any liability
incurred by it to any third party whose possessions have been sold by the
Landlord in the mistaken belief (which will be presumed unless the contrary is
proved) that the possessions belonged to the Tenant
14.10.2 if the Landlord having made reasonable efforts is unable to
locate the Tenant the Landlord may keep the proceeds of sale unless the Tenant
claims them within ninety days of vacating the Property
14.10.3 the Tenant will be responsible for and will indemnity the
Landlord against any damage caused to the Property by the possessions and any
Losses suffered by the Landlord as a result of the presence of the possessions
on the Property after the Tenant has vacated the Property on the expiry of the
Term
14.11 Landlord's surveyor
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Whenever this Lease provides for questions to be referred to or issues to
be determined by the Landlord's surveyor:
14.11.1 the term "in the absence of agreement" means in the absence
of agreement between the Landlord and the Tenant and does not require the
agreement of the Guarantor to have been sought
14.11.2 in making his determination he will be acting as an expert
and not as an arbitrator and the determination will be final and conclusive
14.11.3 his fees and disbursements for making the determination will
be paid as he directs as being fair and reasonable in the light of his
determination having regard to the nature of the question or issue referred to
him and the views of the part expressed to him prior to his determination
14.11.4 he must be an Associate or Fellow of either the Royal
Institution of Chartered Surveyors or the Incorporated Society of Valuers and
Auctioneers
14.11.5 he must not be an employee of the Landlord or of a company
within the Landlord's Group
15. NOTICES
-------
15.1 A notice under this Lease must be in writing and unless the receiving
party or its authorised agent acknowledges receipt is valid if (and only if) it:
15.1.1 is given by hand sent by registered post or recorded delivery
or sent by fax provided a confirmatory copy is on the same day given by hand or
sent by registered post or recorded delivery and
15.1.2 is served:
15.1.2.1 where the receiving party is a company incorporate
within the United Kingdom at its registered office or
15.1.2.2 where the receiving party is the Tenant and the Tenant
is not such a company at the Property or
15.1.2.3 where the receiving party is the Landlord or the
Guarantor and that party is not such a company at that party's address shown in
this Lease or at any address specified in a notice given by that party to the
other parties
15.2 Unless it is returned through the Post Office undelivered a notice
sent by registered post or recorded delivery is to be treated as served on the
third working day after posting whenever and whether or not it is received
-26-
15.3 A notice sent by fax is to be treated as served on the day upon which
it is sent or the next working day where the fax is sent after 4 pm or on a day
that is not a work day whenever and whether or not it or the confirmatory copy
is received unless the confirmatory copy is returned through the Post office
undelivered
15.4 The term "working day" means a day when the UK clearing banks are
open for business in the City of London
15.5 If the receiving party consists of more than one person a notice to
one of them is notice to all
15.6 In this clause "party" includes the Guarantor
16. INTERPRETATION
--------------
In this Lease:
16.1 "Adjoining Premises" means any nearby property in which the Landlord
(or where the Landlord is a company any company that is a member of the
Landlord's Group) has or acquires during the Term a freehold or leasehold
interest
16.2 "Conducting Media" includes all drains channels sewers flues conduits
ducts pipes wires cables watercourses gutters culverts soakaways and other
similar transmission media and installations and all fixings louvres cowls
covers and other ancillary apparatus and references to Conducting Media being
"in" or "on" include Conducting Media in on under or through
16.3 "Landlord" includes the person from time to time entitled to
possession of the Property when this Lease comes to an end
16.4 "Landlord's Group" means a group of companies of which the Landlord
is a member within the meaning of the 1996 Order Article 31
16.5 "this Lease" includes (except where the contrary is indicated) any
document supplemental or collateral to this document or entered into in
accordance with this document
16.6 "Losses" includes all liabilities incurred by the Landlord all damage
and loss suffered by it and all damages awarded against it all claims demands
actions and proceedings made or brought against it and all costs disbursements
and expenses incurred by it
16.7 "1996 Order" means the Business Tenancies (Northern Ireland) Order
1996 to which clause 16.15.1 applies)
16.8 "Other Buildings" means by building or other structure now erected on
the Adjoining Premises or erected on the Adjoining Premises during the Term
16.9 "Plan" means the plan or plans annexed to this Lease
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16.10 "Planning Acts" means the Planning (Northern Ireland) Order 1991 and
clause 16.15.1 applies
16.11 "Plant" means all apparatus machinery and equipment installed by the
Landlord in the Property including (for example) lifts lift shafts standby
generators boilers items relating to mechanical ventilation heating and cooling
and closed circuit television systems
16.12 "Rent" means the Initial Rent or the rent agreed or determined under
clause 4
16.13 "Tenant" includes the person from time to time in whom the tenant's
interest under this Lease is vested
16.14 "VAT" means value added tax and any tax of a similar nature
substituted for it or in addition to it
16.15 references
16.15.1 to a particular statute or part of it ("statutory reference")
include (except where the contrary is indicated) any relevant derivative
legislation and refer to that statutory reference as it may have been extended
modified amended or re-enacted by the date upon which its construction is
relevant for the purposes of this Lease and not as originally enacted or as at
the date of this Lease
16.15.2 generally to "statute" or "statutes" include derivative
legislation any Order in Council or statutory instrument and any regulation or
other legislation of the European Community that is directly applicable in the
United Kingdom and include existing statutes and those that come into effect
during the Term
16.15.3 to "parties" or "party" mean the Landlord and the Tenant or
either of them but in the absence of a specific provision to the contrary do not
include the Guarantor
16.15.4 to the expiry of the Term or to the last year of the Term are
(subject to clause 14.7) to the end of the Term and the last year of the Term
however the Term comes to an end whether by effluxion of time or in any other
way including(for example) determination by forfeiture
16.15.5 to the base lending rate are to the base lending rate or
Ulster Bank Limited or if that rate has been abolished to the equivalent rate
that has replaced it or if none to the rate of interest most comparable with the
base lending rate determined in the absence of agreement between the parties by
the Landlord's surveyor
16.16 any consent of the Landlord must be in writing and signed by or on
its behalf if it is to be effective under this Lease
16.17 where the consent of the Landlord is required it may be given
subject to any necessary further consent being obtained from a superior landlord
and nothing in this Lease implies that this further consent may not be
unreasonably withheld
-28-
16.18 whenever the Landlord or the Tenant or any Guarantor consists of
more than one person any obligation of or to that party is of or to those
persons separately all together or in any combination
16.19 words importing one gender include all genders
16.20 any covenant by the Tenant not to do any act or thing includes an
obligation not to allow that act or thing to be done
16.21 the headings are for locating references in the text and are not to
be taken into account in interpretation
17. TENANT'S RIGHT TO BREAK
-----------------------
If at any time before 8 January 2009 the Tenant serves a notice to
terminate this Lease on 7 July 2009 and if the Tenant pays the Rent and all
other sums due under this Lease up to 7 July 2009 this Lease will come to an end
at 12 noon on 7 July 2009 (Rent and all other payments of a periodical nature
being payable for all that day) but the termination will not affect any claim
that the Landlord may have for breaches by the Tenant of the provisions of this
Lease
18. GUARANTOR
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18.1 Guarantor's covenants
The Guarantor COVENANTS with the Landlord named in this Lease and
(without the need for any express assignment) with all of its successors in
title:
18.1.1 if the Tenant does not pay the Rent or any other sum due under
this Lease to pay to the Landlord on demand the Rent or other sum and the
expression "other sum" includes (for example) any sum that the Tenant is ordered
to pay in any proceedings arising out of this Lease (except proceedings under
the 1996 Order to renew this lease) or agrees to pay by way of settlement of
those proceedings
18.1.2 if the Tenant is in breach of any provision of this Lease to
remedy that breach on demand and to indemnify and keep indemnified the Landlord
against all Losses suffered by the Landlord as a result (directly or indirectly)
of that breach
18.1.3 in addition to the obligations set out in clauses 18.1.1 and
18.1.2 and if this Lease is disclaimed by the Tenant's trustee in bankruptcy or
liquidator:
18.1.3.1 to pay to the Landlord on demand an amount equal to the
Rent and other sums of a recurring nature that would have been payable under
this Lease for the period beginning on the date of disclaimer and ending on the
earliest of:
18.1.3.1.1 the date upon which the Property is relet
18.1.3.1.2 the expiry of the Term
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18.1.3.1.3 the expiry of the period of one year
beginning on the date of the disclaimer
18.1.3.2 if requested by the Landlord within ninety days of
disclaimer to take from the Landlord a lease of the Property from the date of
disclaimer for the residue of the Term at the Rent payable at the time of
disclaimer (or where a rent review is pending at the time of disclaimer at the
Rent that is subsequently agreed or determined under clause 4 to have been
payable at the time of disclaimer) and upon the same terms as those contained in
this Lease with all provisions of a periodical nature (including for example
those relation to review of the Rent) expressed to apply on the actual dates
that would have applied if this Lease had not been disclaimed
18.1.3.3 to pay the costs of the Landlord incurred in relation
to the disclaimer and where appropriate the grant of the lease to the Guarantor
18.2 When covenants apply
The obligations of the Guarantor set out in clause 18.1 will continue
to apply even if:
18.2.1 the Landlord grants any time or indulgence to the Tenant or
fails to enforce payment of the Rent or other sum or the performance of the
terms of this Lease
18.2.2 the Landlord refuses to accept the Rent tendered when the
Landlord was entitled (or would after the service of a notice under the
Conveyancing and Law of Property Xxx 0000 section 14 be entitled) to re-enter
the Property
18.2.3 the terms of this Lease are varied except that where a
variation increases an obligation of the Tenant (other than the obligation to
pay a revised Rent referred to in clause 18.2.4) or imposes a new obligation on
the Tenant the Guarantor will not be liable in respect of that variation but
will be liable on the terms of this Lease without that variation
18.2.4 a revised Rent has been agreed or determined under clause 4
including any stepped rent phased rent or other rental formula that may be
agreed
18.2.5 the Tenant surrenders part of the Property and where this
happens the liability of the Guarantor under this Lease continues for the part
of the Property not surrendered after making any necessary apportionments
18.2.6 the Guarantor would have been released by any other event
18.3 Tenant's covenants
The Tenant COVENANTS with the Landlord:
18.3.1 to give notice to the Landlord within fourteen days if the
Guarantor (or if more than one person is included in this term any of them) or
any person who has entered into
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covenants with the Landlord under clause 9.5 or 18.3.2 becomes Insolvent (as
defined in clause 13.2) or dies
18.3.2 if required by the Landlord following the service of a notice
under the preceding clause to procure that within fourteen days of the request
some other person reasonably acceptable to the Landlord enters into covenants
with the Landlord in the form of clauses 18.1 to 18.3 inclusive or in such other
form as the Landlord reasonably requires
WE CERTIFY that there is no Agreement for Lease to which this Lease gives
effect
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IN WITNESS whereof this Lease has been executed by the parties hereto the
day and year first herein written.
SEALED with the Common Seal of
MERIT INVESTMENTS & PROPERTIES LIMITED
in the presence of:
/s/ XXXXXX XXXXXX
Xxxxx Xxxxxx, Director
/s/ XXXXXX XXXXXXX
Xxxxxx Xxxxxxx, Director
SEALED with the Common Seal of
APION LIMITED
in the presence of:
/s/ XXXXX XXXXX
Xxxxx Xxxxx, Director
/s/ XXXXXXXX XXXXX
Xxxxxxxx Xxxxx, Director
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WE, the Northern Bank Limited having its registered office at Xxxxxxxx
Xxxxxx Xxxx, Xxxxxxx, XX0 0XX CONSENT to the creation of the within-written
Lease.
Dated the 29th day of September 1999
SIGNED: /s/ XXXXXXX X. XXXXXXXXX
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For and on behalf of the Northern Bank Limited by an authorised signatory
[DIAGRAM OF LEASED PROPERTY]
