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Exhibit 10.13
DATED 1ST MARCH 0000
XXXXXXXX XXXX XXXXXXXX XXXXXX
(1) ST. MARTINS PROPERTY
INVESTMENTS LIMITED
- and -
(2) THE GALILEO COMPANY
-----------------------------
LEASE
- of -
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxx Xxxx Xxxxxxxx Xxxxxx
Xxxxxxx
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XXXXXXXXXX XXXXXXX
Xxx, Xx. Xxxx'x Xxxxxxxxxx
Xxxxxx XX0X 0XX
Tel; 000 000 0000
Fax: 000 000 0000
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CONTENTS
CLAUSE PROVISION
1 Definitions
2 Demise and Rent
3 Tenant's Covenants
3.1 Rent
3.2 Insurance
3.3 Outgoings
3.4 Maintenance and Repair
3.5 Internal Decoration
3.6 External Decoration
3.7 Cleaning
3.8 Party Structures etc.
3.9 Entry
3.10 Yielding Up
3.11 Alterations and Additions
3.12 Disrepair and Breach of Covenant
3.13 Signs
3.14 Statutory and Planning Requirements
3.15 Notices
3.16 Overloading
3.17 Encroachment
3.18 Nuisance and General Prohibitions
3.19 User
3.20 Rights of Light
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CLAUSE PROVISION
3.21 Refuse
3.22 Dangerous Substances
3.23 Drains
3.24 Control of Common Parts
3.25 Disputes
3.26 Indemnity
3.27 Support
3.28 Sale & Letting Boards
3.29 Dilapidations and Section 146
Law of Property Xxx 0000
3.30 Alienation
3.31 Registration of Dealings
3.32 Landlord's Costs
3.33 Value Added Tax
3.34 Regulations
3.35 Fire Control
3.36 Dedication
3.37 Interest on Late Payments
4. Landlord's Covenants
4.1 Quiet Enjoyment
4.2 Insurance
4.3 Provision of Services
5. Provisos
5.1 Re-entry
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CLAUSE PROVISION
5.2 Cesser of Rent
5.3 Base Rate
5.4 Arrears
5.5 Settlement of Disputes
5.6 Exclusion of Implied Rights
5.7 Unrestricted Use of Adjoining Property
5.8 Exclusion of Liability
5.9 Compensation
5.10 Perpetuity Period
5.11 No Planning Warranty
5.12 Tenant's Option to Renew
5.13 Freedom to use the Demised Premises
6. Interpretation
First Schedule The Demised Premises
Second Schedule Easements and Rights Granted
Third Schedule Exceptions and Reservations
Fourth Schedule Provisions for Rent Review
Fifth Schedule The Service Charge
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THIS LEASE made the 1st day of March One thousand nine hundred and ninety-four
BETWEEN ST. MARTINS PROPERTY INVESTMENTS LIMITED whose registered office is at
Xxxxxxxx Xxxxx Xxxxxx Xxxxxx Xxxxxx XX0 ("the Landlord" which expression where
the context admits includes the estate owner for the time being of the reversion
of the premises hereby demised expectant on the term hereby granted) of the one
part and THE GALILEO COMPANY whose registered office is at Galileo Centre Europe
Windmill Hill Swindon SN5 6PH ("the Tenant" which expression where the context
admits includes his successors in title) of the other part
WITNESSES as follows:-
DEFINITIONS
1 "the demised premises" - The building(s) and surrounding land known as The
Computer Centre Windmill Hill Business Centre Swindon and described
in the First Schedule hereto
"the Development" - The estate and premises thereon constructed from
time to time the extent whereof is for the purpose of identification
only delineated and edged red on Plan 1 annexed
"the common parts of the Development" - All parts of the Development which
are provided by the Landlord for common use and enjoyment by the
tenants and occupiers of the Development
"the Insured Risks" - Fire explosion impact riots strike civil commotion
and malicious damage storm flood tempest including lightning
earthquake aircraft (except ???? aircraft) and other aerial
devices and articles dropped therefrom bursting or overflowing of
water pipes tanks and apparatus and in so far as the same ???
reasonably procurable subsidence landslip and heave (provided that
the Landlord shall notify the Tenant in the event of such risks or
any of them ceasing to be available) and such other risks as the
Landlord or the Tenant shall from time to time reasonably require
to have insured
"the Term" - the term of years hereby granted
"Enactment" - any and every Act of Parliament already or hereafter to be
passed and any and every order regulation and bye-law already or
hereafter to be made under or in pursuance of any such Act
"Working Hours" - the hours of 8-30 a.m. to 6-00 p.m. on Mondays to
Fridays (except public holidays) and such other days as the
Landlord shall decide
DEMISE AND RENT
2 IN CONSIDERATION of the rents hereinafter received and of the Tenant's
Covenants hereinafter contained the Landlord HEREBY DEMISES unto the Tenant
ALL THOSE the demised premises Together with the rights set out in the Second
Schedule hereto but Excepting
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and Reserving as mentioned in the Third Schedule hereto TO HOLD the same unto
the Tenant SUBJECT to all rights of light and air and all other easements rights
quasi-easements and covenants (if any) affecting the demised premises at the
date hereof for the term of TWENTY FIVE AND ONE HALF YEARS commencing on the
29th day of September 1987 and expiring on the 24th day of March 2013 yielding
AND PAYING therefor unto the Landlord yearly during the Term and so in
proportion for any less time than a year FIRST a YEARLY RENT of ONE MILLION TWO
HUNDRED AND SEVENTY-ONE THOUSAND ONE HUNDRED AND NINETY-FOUR POUNDS AND
SEVENTY-FIVE XXXXX (L1,271,194.75) or such other yearly rent as shall be
determined in accordance with the provisions of the Fourth Schedule hereto such
rent to be paid clear of all deductions whatsoever by equal quarterly payments
in advance on the usual quarter days the first of such payments for the period
from the 5th February 1990 to the 24th March 1994 having been made prior to the
date hereof SECONDLY by way of further rent on demand (a) a sum or sums of money
equal to the amounts (net of any discounts received) properly and reasonably
expended by the Landlord pursuant to Clause 4.2 hereof or in effecting and
maintaining such other insurance as the Landlord shall from time to time require
and (b) the amount (net of any discounts received) (if any) properly and
reasonably expended by the Landlord in respect of increased premiums occasioned
by the nature of the occupation or business of the Tenant or use of the demised
premises THIRDLY by way of further rent a service charge calculated and payable
in accordance with the provisions of the Fifth Schedule hereto AND FOURTHLY by
way of a further rent any value added tax payable on the aforesaid rents first
secondly and thirdly reserved above
TENANT'S COVENANTS
3 THE Tenant HEREBY COVENANTS with the Landlord as follows:-
RENT
3.1 To pay the rents hereinbefore reserved and made payable without any
deduction whatsoever at the times and in the manner aforesaid
INSURANCE
3.2.1 Not without the previous consent in writing of the Landlord to
effect any further or other insurance in respect of the demised
premises in duplication to the cover effected by the landlord
3.2.2 To comply with all the recommendations and requirements made in or
under any policy of insurance relating to the demised premises by
any insurer (unless the Tenant elects to pay the additional premium
required by the insurers for continuing cover without such
compliance)
3.2.3 To comply with all recommendations and requirements made by any
appropriate authority with regard to fire health safety or otherwise
3.2.4 As often as the demised premises shall be destroyed or damaged
forthwith to notify the Landlord in writing
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3.2.5 Not to carry on or do on the demised premises any trade or act in
consequence of which the Landlord would or might be prevented from
insuring the demised premises or any other adjoining property for
the time being owned by the Landlord at the ordinary rate of premium
or whereby any insurance effected in respect of the demised premises
or any such other property would or might be vitiated or prejudiced
and not without the written consent of the Landlord (such consent
not to be unreasonably withheld) to do anything whereby any
additional premium may become payable for such insurance and the
Tenant shall pay for any additional premium incurred
3.2.6 That in the event of the demised premises or any adjoining or
neighbouring property for the time being owned by the Landlord or
any part thereof being destroyed or damaged by any of the Insured
Risks and the insurance money under any insurance against the same
effected thereon by the Landlord being wholly or partly
irrecoverable by reason solely or in part of any act or default of
the Tenant or the servants agents or visitors of the Tenant then and
in every such case the Tenant will forthwith pay to the Landlord the
whole or (as the case may require) the irrecoverable proportion of
the costs and expenses incurred by the Landlord (including legal
costs and Surveyors fees and other professional costs and fees and
disbursements) of completely rebuilding and reinstating the same
OUTGOINGS
3.3 To pay and discharge all rates taxes duties charges assessments
impositions and outgoings whatsoever whether Parliamentary Parochial local
or otherwise and whether or not of an annual or recurring nature (other
than any such arising in respect of any development dealing with
disposition of or in or ownership of the reversion mediately or
immediately expectant on the Term or the right to receive the rent payable
hereunder or any deemed disposition) which are now or which may at any
time during the Term be assessed charged or imposed upon or payable in
respect of the demised premises or any part thereof or on the owner or
occupier thereof whether the same shall be in the nature of those now in
being or not and/or to refund to the Landlord on demand (in case any of
the same are payable charged or assessed in respect of the Development as
a whole or any part thereof which includes the demised premises) a fair
and proper proportion thereof attributable to the demised premises to be
properly and reasonably determined by the Landlord's Surveyor
MAINTENANCE AND REPAIR
3.4.1 From time to time and at all times during the Term well and
substantially to repair cleanse maintain amend and keep in good and
substantial repair and condition the demised premises and the
appurtenances thereof including (but without limitation) all carpets
therein (damage by any of the Insured Risks (in excess of any policy
excesses) excepted unless the policy or policies of insurance
effected by the Landlord shall be vitiated or payment of the policy
moneys refused by reason of the act or default of the Tenant or the
servants agents or visitors of the Tenant) and where necessary in
order to comply with such covenant to repair as aforesaid to renew
or replace the demised premises or any part or parts thereof if the
same shall so require or become beyond repair or if
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the same shall require renewal or replacement by reason of any
defect therein AND to inform the Landlord in writing at once if the
Tenant becomes aware of any defect in the demised premises
3.4.2 Not to remove or dispose of any machinery or plant comprising
landlord's as opposed to tenant's fixtures and fittings whether or
not in the course of renewing or replacing the same (except to the
extent that the same are comprised in a permitted dealing with the
demised premises) without the Landlord's previous written consent
such consent not to be unreasonably withheld
3.4.3 From time to time and at all times during the Term to maintain and
repair in good working order and if and when necessary (but subject
to Clause 3.4.2 hereof) to renew or replace the smoke-extractor
air-conditioning heating ventilating electrical water and sanitary
installations and all other plant machinery and equipment within the
demised premises and forming part thereof (damage as aforesaid
excepted) and to procure that the same are properly and regularly
serviced by qualified persons approved by the manufacturers of such
plant machinery and equipment
3.4.4 Not to overload the electrical wiring installations and apparatus in
or serving the demised premises and at all times during the Term to
ensure that the same comply with the standards terms and conditions
laid down by the Institution of Electrical Engineers and the
regulations of the Electricity Supply Authority
INTERNAL DECORATION
3.5 In the last year of every consecutive period of five years of the Term and
also in the last year of the Term (howsoever determined) to paint polish
paper or otherwise treat as appropriate all the internal parts (usually or
requiring to be painted polished papered or otherwise treated) of the
demised premises and all additions and fixtures thereto with two coats at
least of best quality paint best quality polish or other suitable material
of best quality PROVIDED ALWAYS that in the last year of the Term such
work of painting and decoration shall be in tints colours and designs
previously approved in writing by the Landlord PROVIDED FURTHER that the
obligation contained in this sub-clause shall not apply in the case of the
last year of the Term if the Tenant shall have performed such obligation
less than 18 months prior to the end of the Term
EXTERNAL DECORATION
3.6 In the last year of every consecutive period of three years of the Term
and also in the last year of the Term (howsoever determined) to paint or
otherwise treat as appropriate all the external parts (usually or
requiring to be painted or otherwise treated) of the demised premises with
two coats at least of best quality paint or other suitable material of
best quality in tints colours and designs previously approved in writing
by the Landlord PROVIDED FURTHER that the obligation contained in this
sub-clause shall not apply in the case of the last year of the Term if the
Tenant shall have performed such obligation less than 18 months prior to
the end of the Term
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CLEANING
3.7 At all times during the Term to keep the demised premises in a clean and
tidy condition and at least once in every month to clean the windows and
window frames of the demised premises and as often as occasion may require
to wash down all tiles and other washable surfaces
PARTY STRUCTURES ETC.
3.8 To pay on demand a reasonable contribution towards the costs and expenses
property and reasonably incurred by the Landlord (including legal costs
surveyors fees and other professional costs fees and disbursements) of
constructing repairing rebuilding renewing lighting cleansing and
maintaining all things the use of which is common to or capable of being
used in common with the demised premises and other premises such
reasonable contribution to be assessed by the Landlord's Surveyor whose
decision shall be final and binding on all parties hereto (save on any
question of law)
ENTRY
3.9.1 To permit the Landlord and all others authorised by it at all
reasonable times on not less than 72 hours' prior notice (except in
emergency) to enter upon the demised premises to view the state of
repair and condition thereof and to take a Schedule of the
Landlord's fixtures and of any defects or dilapidations
3.9.2 To permit the Landlord and (if authorised in writing by the
Landlord) the owners lessees or occupiers of adjoining or adjacent
premises and their respective agents servants contractors licensees
and workmen with all necessary appliances at all reasonable times on
not less than 72 hours' prior notice (and at all times without
notice in case of emergency) to enter upon the demised premises for
all or any of the purposes mentioned in the Third Schedule hereto
the person or persons exercising such rights doing as little damage
to the demised premises as possible and making good all damage to
the demised premises occasioned by such entry
3.9.3 The person or persons entering upon the demised premises pursuant to
this Clause 3.9 complying with all reasonable requirements of the
Tenant as to the security of the demised premises including (but not
by way of limitation) a requirement that an authorised
representative of the Tenant should accompany such person or persons
at all times
YIELDING UP
3.10 At the expiration or sooner determination of the Term quietly to yield up
unto the Landlord the demised premises together with all additions and
improvements thereto and all fixtures which during the Term may be affixed
or fastened to or upon the demised premises (tenant's fixtures and
fittings only excepted) in such state and condition as shall in all
respects be consistent with the full performance by the Tenant of the
covenants herein contained and in case any of the Landlord's fixtures and
fittings shall be missing worn out broken damaged or destroyed forthwith
to replace them with others of a similar character and of equal value and
to remove the Tenant's fixtures and fittings including
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every moulding sign writing or painting of the name or business of the Tenant or
other occupiers from the demised premises and to make good all damage caused to
the demised premises by such removal
ALTERATIONS AND ADDITIONS
3.11.1 Not at any time during the Term to make any alterations or
additions to the electrical installation of the demised premises
save in accordance with the standards terms and conditions laid
down by the Institution of Electrical Engineers and the
regulations of the Electricity Supply Authority and not to make
any substantial such alteration or addition without the prior
written consent of the Landlord such consent not to be
unreasonably withheld
3.11.2 Not at any time during the Term to construct any new or
additional building or structure on the demised premises nor make
any alteration or addition whatsoever structural or otherwise
(save as hereinafter provided) in or to the demised premises or
any part thereof or change the existing design elevation or the
external decorative scheme thereof or cut maim or remove any of
the walls horizontal or vertical partitions beams columns or
other structural parts thereof
3.11.3 Subject to prior compliance with the following conditions the
Tenant may carry out non-structural internal alterations to the
demised premises:-
3.11.3.1 The Tenant shall not interfere with any sewers drains
wires cables pipes channels watercourses conduits subways
or other conducting media which may at any time be or run
under in or through the demised premises or cause access
to the same to be or become more difficult than it now is
3.11.3.2 The Tenant shall supply to the Landlord five copies of
all plans and specifications and any further information
which the Landlord may reasonably require at the cost of
the Tenant; and
3.11.3.3 The prior written consent of the Landlord shall have been
obtained such consent not to be unreasonably withheld or
delayed PROVIDED ALWAYS that the Tenant shall be entitled
to erect or remove internal demountable partitioning
and/or effect minor plumbing alterations or additions
without such consent as aforesaid
3.11.4 That if the Tenant shall have made or shall make any addition or
alteration to the demised premises either before or after the
commencement of the Term then at the expiration or sooner
determination thereof the Tenant will (if so required by the
Landlord but not otherwise) at the Tenant's own cost and expense
reinstate and make good to the satisfaction of the Landlord the
demised premises and restore the same to the plan and design as
if such addition or alteration (or such of them as may be
specified by the Landlord) had not been made and will pay the
costs and expenses properly and reasonably incurred by the
Landlord (including legal costs and surveyors fees and other
professional costs and fees) of and incidental to the
superintendence of such reinstatement and making good
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DISREPAIR AND BREACH OF COVENANT
3.12.1 Well and substantially to repair remedy reinstate and make good
with all practicable speed all defects dilapidations
unauthorised works and other breaches of covenant of which
notice in writing shall be given to or left on the demised
premises for the Tenant by the Landlord commencing work within
two calendar months (or sooner if requisite) after the giving or
leaving of such notice and then proceeding diligently
3.12.2. If the Tenant shall fail to comply with Clause 3.12.1 hereof to
allow the Landlord with all necessary workmen tools materials
and appliances to enter the demised premises to repair reinstate
and make good the same and to pay to the Landlord on demand the
costs and expenses thereof
3.12.3 The person or persons entering upon the demised premises
pursuant to this Clause 3.12 complying with all reasonable
requirements of the Tenant as to the security of the demised
premises including (but not by way of limitation) a requirement
that an authorised representative of the Tenant should
accompany such person or persons at all times
SIGNS
3.13 Not to erect or install any hanging sign projecting sign or other sign
aerial or similar thing on the exterior of the demised premises PROVIDED
that this covenant shall not prevent the inscription on the exterior of
the building constructed on the demised premises and a sign at the
entrance to the demised premises from the estate road in each case in a
form style and manner as shall have been previously approved in writing
by the Landlord (such approval not to be unreasonably withheld) of the
name or names of the person or persons carrying on business therein
together with the description of his her or their business or occupation
STATUTORY AND PLANNING REQUIREMENTS
3.14.1 At all times during the Term to observe and comply in all
respects with the provisions and requirements of any and every
Enactment so far as it may relate to or affect the demised
premises or any works additions or improvements therein or
thereto or the user thereof or the employment therein of any
person and to execute all works and provide and maintain all
arrangements and make all payments which by or pursuant to any
Enactment are or may be directed or required to be executed
provided maintained or made at any time during the Term and to
indemnify the Landlord at all times against all actions
proceedings claims costs charges and expenses of or incidental
to the execution of any works or the provision or maintenance of
any arrangements or payments so directed or required as
aforesaid or otherwise arising from any contravention of any
Enactment
3.14.2 Not at any time during the Term to do or omit on or about the
demised premises any act or thing by reason of which the
Landlord may under any Enactment incur
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or have imposed upon it or become liable to pay any penalty
damages compensation costs charges or expenses
3.14.3 Not to make any application for planning permission relating to
the demised premises or any part thereof or the user thereof
3.14.4 Unless the Landlord shall otherwise direct in writing to carry
out before the expiration or sooner determination of the Term any
works stipulated to be carried out to the demised premises as a
condition of any planning permission by a date subsequent to such
expiration or sooner determination
NOTICES
3.15 Within seven days of the receipt of notice of the same (whether by
advertisement or not) to give full particulars to the Landlord of any
permission notice order or proposal for a notice or order made given or
issued to the tenant owner or occupier of the demised premises pursuant
to any Enactment and if so required by the Landlord to produce such
permission notice order or proposal for a notice or order to the
Landlord AND ALSO without delay to take all reasonable or necessary
steps to comply with any such notice or order AND ALSO at the request of
the Landlord but at the joint and equal cost and expense of the Tenant
and the Landlord to make or join with the Landlord in making such
objections or representations against or in respect of any such notice
order or proposal as aforesaid as the Landlord shall think fit
OVERLOADING
3.16 Not to overload any floor or roof of the demised premises so as to
exceed the permitted loadings thereof
ENCROACHMENT
3.17 Not knowingly to permit or suffer any encroachment upon the demised
premises or the acquisition of any new right of light way drainage or
other easement on over or under the demised premises for the benefit of
other property not being the property of the Landlord and if any such
encroachment or easement shall be made or acquired or threatened to be
made or acquired forthwith to give notice in writing thereof to the
Landlord and at the joint and equal cost of the Landlord and the Tenant
to do all such things as may be necessary to prevent the making of such
encroachment or the acquisition of such easement or right PROVIDED
ALWAYS that if the Tenant shall omit or neglect to do all such things as
aforesaid it shall be lawful for the Landlord or any persons authorised
by it to enter the demised premises and to do the same and any expenses
so incurred by the Landlord shall be repaid to the Landlord by the
Tenant on demand the person or persons entering upon the demised
premises pursuant to this Clause 3.17 complying with all reasonable
requirements of the Tenant as to the security of the demised premises
including (but not by way of limitations) a requirement than an
authorised representative of the Tenant should accompany such persons at
all times
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NUISANCE AND GENERAL PROHIBITIONS
3.18.1 Not to do or permit to be done anything in the demised premises
which may in the reasonable opinion of the Landlord be
prejudicial or detrimental to the Landlord or be or become a
nuisance annoyance or cause damage or inconvenience to the
Landlord or its tenants or the owners tenants or occupiers of
adjoining or nearby premises
3.18.2 Not to use the demised premises or any part thereof for any sale
by auction exhibition show or spectacle or for residential
purposes or for any illegal or immoral purpose or for any noxious
offensive or noisy trade or business
3.18.3 Not to use any radio or other sound producing apparatus so as to
be audible from outside the demised premises
3.18.4 Not without the Landlord's prior written consent (such consent
not to be unreasonably withheld) to install or use in the demised
premises any equipment which might (by the emission of any
radiation vibration or otherwise) interfere with any equipment
which may be installed or used in any other premises in the
Development PROVIDED THAT this sub-clause shall not impose on the
Tenant any liability to the Landlord or any third party greater
than that implied by the common law should any equipment so
installed or used in any other premises in the Development be of
an unusually or especially sensitive nature
3.18.5.1 Not without the Landlord's prior written consent (such
consent not to be unreasonably withheld) to install in
the demised premises any paraffin burning apparatus
whether for heating purposes or otherwise nor cause the
emission of any smoke effluvia vapour grit smell or odour
from any apparatus on the demised premises
3.18.5.2 Subject to the provisions of 3.18.5.1 on a written notice
being served by the Landlord requiring the abatement of
any emission of smoke effluvia vapour grit smell or odour
to xxxxx such emission accordingly as soon as possible
thereafter
3.18.6 To pay on demand all costs charges and expenses incurred by the
Landlord in abating a nuisance caused by the Tenant or his
servants agents or visitors and in executing all such works as
may be necessary for abating such a nuisance whether or not in
obedience to a notice served by the local authority
USER
3.19 Not to use the demised premises or any part thereof except as a computer
centre and/or as High Class Professional or Commercial Offices with
ancillary car parking or for any purpose comprising a use which may be
carried on without detriment to the Landlord's reversion or as to the
amenity of the Development within Class B1 of the Schedule to the Town
and Country Planning (Use Classes) Order 1987
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RIGHTS OF LIGHT
3.20 Not to stop up darken or obstruct any windows or lights belonging to the
demised premises or any other buildings belonging to the Landlord nor to
give to any third party any acknowledgment that the Tenant enjoys the
access of light to any of the windows or openings in the demised
premises by the consent of such third party nor to pay to such third
party any sum of money nor to enter into any agreement with such third
party for the purpose of inducing or binding such third party to abstain
from obstructing the access of light to any of such windows or openings
And that in case the owners of adjacent land or buildings do or threaten
to do anything which obstructs the access of light to any of the windows
or openings in the demised premises the Tenant will give immediate
notice thereof to the Landlord and will adopt such means as may be
reasonably required or deemed proper for preventing the same And in the
event of a breach by the Tenant of this covenant it shall be lawful for
the Landlord or its agents and others to enter upon the demised premises
and take such action and bring such proceedings as the Landlord may
think fit in the name of the Tenant and at the expense of the Tenant for
the purpose of remedying the same the person or persons entering upon
the demised premises pursuant to this Clause 3.20 complying with all
reasonable requirements of the Tenant as to the security of the demised
premises including (but not by way of limitation) a requirement than an
authorised representative of the Tenant should accompany such person or
persons at all times
REFUSE
3.21.1 Not to form a rubbish dump on the demised premises or in the
common parts of the Development and to keep all rubbish and
refuse within the demised premises and in properly covered
receptacles to the reasonable satisfaction of the Landlord
3.21.2 To comply with all reasonable directions and regulations made by
the Landlord from time to time relating to the removal storage
and disposal of rubbish and refuse
DANGEROUS SUBSTANCES
3.22 Not to bring into the demised premises or to place or store in or about
the demised premises any substance or material of a radio-active
explosive dangerous offensive combustible or inflammable nature save as
may be agreed with the Landlord (such agreement not to be unreasonably
withheld)
DRAINS
3.23 Not to stop up or obstruct in any way whatsoever or permit oil grease or
other noxious or deleterious matter or substance to enter the drains
sewers and watercourses serving the demised premises and to employ such
plant for treating any noxious or deleterious effluent before permitting
the same to enter such drains sewers and watercourses as may be
reasonably required by the Landlord from time to time in accordance with
the best modern practice and in the event of any such obstruction or
injury being caused to the
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drains sewers or watercourses forthwith to make good all such damage to
the reasonable satisfaction of the Landlord
CONTROL OF COMMON PARTS
3.24.1 Not to obstruct the common parts of the Development in any
manner whatsoever
3.24.2 Not to use the common parts of the Development for the parking of
vehicles
3.24.3 To co-operate with the Landlord so as to prevent the common parts
of the Development from being obstructed or being used for the
parking of vehicles
DISPUTES
3.25 To permit all questions and disputes relating to easements rights
privileges or boundaries arising with the owner or occupier of any
property adjoining adjacent to or opposite the demised premises to be
settled by the Landlord on behalf of the Tenant at the joint and equal
expense of the Tenant and the Landlord
INDEMNITY
3.26.1 To indemnify the Landlord in respect of all actions proceedings
liability costs claims and demands which might be instituted
incurred or made by any person (including officers and employees
of the Landlord) or any competent authority by reason of:-
3.26.1.1 Any injury to or the death of any person or damage to any
property moveable or immoveable caused by or in any way
arising out of the user of the demised premises or the
state of repair and condition of the demised premises or
anything therein arising from any act neglect or default
of the Tenant or caused by or in any way arising out of
the execution of any works at or alterations or additions
to the demised premises
3.26.1.2 Any interference or alleged interference or obstruction
of any right or alleged right of light air drainage or
other right or alleged right now or hereafter existing
for the benefit of any adjoining or neighbouring property
arising from any act or neglect of the Tenant its agents
employees or visitors
3.26.1.3 Any stoppage of or damage to the sewers drains pipes
wires cables or other conveniences and services used in
common with the owner tenant or occupier of any adjoining
neighbouring or nearby property arising from any act or
neglect of the Tenant its agents employees or visitors
3.26.2 Without prejudice to any covenant or liability of the Tenant
under this Lease to indemnify the Landlord against all liability
to any present or future tax duty charge assessment or imposition
(whether Parliamentary Parochial local or otherwise and whether
in the nature of those now in being or not) and all costs
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and expenses in relation thereto which may be payable in respect
of the reversion to this Lease by virtue of any works development
or change of use carried out by the Tenant (or any sub-tenant) in
or to the demised premises or any part thereof and also against
any further liability to such taxation flowing from this
indemnity or any payment pursuant to it
3.26.3 To pay and make good to the Landlord all and every loss and
damage incurred or sustained by the Landlord as a consequence of
every breach or non observance of the Tenant's covenants herein
contained and to indemnify the Landlord from and against all
actions proceedings costs claims and demands thereby arising
SUPPORT
3.27 Not to do anything on the demised premises which would remove support
from any adjoining premises or endanger such premises in any way
SALE AND LETTING BOARDS
3.28 To permit the Landlord to enter upon the demised premises and affix and
retain without interference upon any part thereof at any time during the
last six months of the Term a notice for letting the demised premises
and at any time during the Term for selling or disposing of the
Landlords interest therein and during such periods to permit all persons
with authority from the Landlord at all reasonable times during the
daytime upon reasonable notice to enter and view the demised premises or
any part thereof the person or persons entering upon the demised
premises pursuant to this sub-clause complying with all reasonable
requirements of the Tenant as to security including (but not by way of
limitation) a requirement that an authorised representative of the
Tenant shall accompany such person or persons at all times
DILAPIDATIONS AND SECTION 146 LAW OF PROPERTY ACT 1925
3.29 To pay all costs charges and expenses (including solicitors' costs and
surveyors' fees) incurred by the Landlord:-
3.29.1 In or in contemplation of the preparation and service of any
notice pursuant to or any proceedings under Sections 146 and 147
of the Law of Property Xxx 0000 notwithstanding that forfeiture
may be avoided otherwise than by relief granted by the Court
3.29.2 In relation to the preparation and service of any Notice and/or
Schedule of Dilapidations whether during or after the expiration
or prior determination of the Term
3.29.3 In the supervision or superintendence of any works to be carried
out in pursuance of any Notice and/or Schedule of Dilapidations
whether or not such works shall be carried out during or after
the expiration or prior determination of the Term
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ALIENATION
3.30.1.1 Not to assign mortgage or charge part only of the demised
premises
3.30.1.2 Not to underlet part with or share the possession or
occupation of the whole or any part of the demised
premises (save as hereinafter provided)
3.30.2.1 In this sub-clause the expression "Permitted Assignee"
shall mean a respectable and responsible person of good
financial standing who has entered into a direct covenant
with the Landlord to pay the rents reserved and other
moneys made payable by this Lease and to be bound by and
perform and observe the covenants and conditions
contained in this Lease for the balance of the Term then
unexpired and who (if the Landlord reasonably so
requires) has obtained a guarantor or guarantors to enter
into joint and several covenants with the Landlord for
the payment of the said rents and other moneys and the
performance and observance of the said covenants and
conditions for the balance of the Term as aforesaid
3.30.2.2 Not to assign the demised premises as a whole to any
person who is not a Permitted Assignee
3.30.2.3 Not without the prior written consent of the Landlord
such consent not to be unreasonably refused or delayed
either to mortgage or charge the demised premises as a
whole or to assign the demised premises as a whole to a
Permitted Assignee
3.30.3 The Tenant (being a company) may share the occupation of the
demised premises with any company which is a member of the same
group of companies (as defined in Section 42(l) of the Landlord
and Tenant Act 1954) as the Tenant Provided always that no
demise or other interest in the demised premises is thereby
created or granted and the Tenant does not thereby part with
possession of the demised premises
3.30.4.1 In this sub-clause the expression "Permitted Undertenant"
shall mean a respectable and responsible person of good
financial standing
3.30.4.2 Not to create any sub-lease of the whole of the demised
premises upon payment of a premium nor at a rent of less
than the full market rent obtainable without taking a
fine or premium
3.30.4.3 Not to create any sub-lease of part of the demised
premises save in respect of a complete floor or complete
floors of the demised premises so that no floor of the
demised premises shall be sub-divided in any way
3.30.5.1 Not to create any sub-lease save by instrument in writing
containing:-
3.30.5.1.1 unqualified covenants on the part of the
sub-tenant that the sub-tenant will not assign
mortgage or charge part only of the sub-let
premises and will not underlet or part with or
share the possession
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or occupation of the whole or any part thereof
(in each case by way of absolute prohibition
save as hereinafter provided) and
3.30.5.1.2 a covenant on the part of the sub-tenant that
the sub-tenant will not assign the whole of the
premises thereby demised without the prior
written consent of the Landlord under this Lease
(such consent not to be unreasonably withheld in
the case of a respectable and responsible
assignee of good financial standing who has
entered into a direct covenant with the Landlord
to be bound by and perform and observe the
covenants and stipulations contained in the
sub-lease to be assigned to him) and will not
mortgage or charge the said premises without the
prior written consent of the Landlord under this
Lease (such consent not to be unreasonably
withheld)
3.30.5.1.3 in the case of a sub-lease comprising a whole
floor or whole floors of the demised premises a
covenant on the part of the sub-tenant that the
sub-tenant will not sub-let the whole or any
part of the premises thereby demised:-
(a) otherwise than by way of a sub-lease
which shall contain an absolute
prohibition against further subletting
whether in whole or in part nor
(b) save in accordance with the same
conditions as are contained in all the
foregoing and following subclauses of
this Clause 3.30.5 nor
(c) without the prior written consent of the
Landlord under this Lease (such consent
not to be unreasonably withheld in the
case of a respectable and responsible
sub-tenant of good financial standing
who has entered into a direct covenant
with the Landlord to be bound by and
perform and observe the covenants and
stipulations contained in the sub-lease
to be granted to him)
Provided that the Tenant may permit any
Permitted Undertenant to share occupation of
any premises so sub-let to it in the like
manner as provided in sub-clause 3.30.3
(mutatis mutandis)
3.30.5.2.5 similar agreements covenants and stipulations
(mutatis mutandis) to those contained in this
Lease including provisions for rent reviews (at
least as often as those herein contained to the
best yearly market rent obtainable without taking
a premium) as at the dates on which the rent
hereby reserved is to be reviewed
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3.30.5.2.6 a covenant by the undertenant for the payment of
a service charge under which the undertenant
contributes a fair proportion of the cost of the
provision of services by the Landlord pursuant
to this Lease
3.30.5.3 Not to underlet the demised premises as a whole or in
part to any person who is not a Permitted Undertenant
3.30.5.4 Not without the prior written consent of the Landlord
such consent not to be unreasonably withheld or delayed
to underlet the demised premises as a whole or in part to
a Permitted Undertenant
REGISTRATION OF DEALINGS
3.31 At the cost of the Tenant within fourteen days next after the execution
of every assurance assignment underletting mortgage or charge affecting
the demised premises to give notice thereof in writing with particulars
thereof to the Landlord and deliver to the Landlord a certified copy of
the instrument effecting the same and within fourteen days after the
grant of Probate or Letters of Administration in the case of a deceased
tenant to produce the same to the Landlord paying at the same time to
the Landlord a registration fee of twenty pounds for each such
instrument or transaction
LANDLORD'S COSTS
3.32 To pay the proper and reasonable legal charges surveyors' or architect's
fees and any other costs and expenses incurred by the Landlord
(including stamp duty on licences and counterparts) resulting from all
applications by the Tenant for any consent required by this Lease
including those incurred in cases where consent is refused or the
application is withdrawn
VALUE ADDED TAX
3.33.1 Where by virtue of any of the provisions of these presents the
Tenant is required to pay repay or reimburse to the Landlord or
any person or persons any rents costs charges fees expenses or
any other sums or amounts whatsoever in respect of the supply of
any goods and/or services by the Landlord or any other person or
persons the Tenant shall also be required in addition to pay or
(as the case may be) keep the Landlord indemnified against:-
3.33.1.1 the amount of any Value Added Tax which may be chargeable
on the Landlord in respect of supplied made to the Tenant
under the terms of this Lease
3.33.1.2 the amount of Value Added Tax chargeable on any other
person or the Landlord in respect of supplies the cost of
which is included in the calculation of the sums which
the Tenant is required to pay repay or reimburse to the
Landlord save to the extent that such Value Added Tax is
available for credit or is recoverable by the Landlord
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3.33.2 For the avoidance of doubt the Landlord shall not be under a duty
to elect or refrain from electing pursuant to paragraph 2
Schedule 6A Value Added Tax Act 1983 (and any reference to this
enactment is a reference to it as from time to time amended
consolidated or re-enacted (with or without modification) and
includes all instruments or orders made thereunder) in respect of
the demised premises so as to reduce or avoid any liability to
Value Added Tax
REGULATIONS
3.34 To observe and perform and to ensure that the servants agents workmen
and visitors of the Tenant shall observe and perform any and all
reasonable regulations and instructions from time to time made or given
to the Tenant in writing by the Landlord in respect of the conduct and
use of the Development and in particular the conditions relating thereto
set out in the Second Schedule hereto
FIRE CONTROL
3.35 To keep any fire alarm and fire prevention and control apparatus
installed in the demised premises open to the inspection and maintained
to the reasonable satisfaction of the Landlord and not to obstruct the
access to or means of working such apparatus
DEDICATION
3.36 Not to make any objection to the dedication by the Landlord of any part
of the common parts of the Development for public use and to consent to
such dedication if the consent of the Tenant is required
INTEREST ON LATE PAYMENTS
3.37 If and so often as any rent or other moneys due from the Tenant under
this Lease shall be unpaid for fourteen days after the due date the
Tenant shall pay (in the case of rent by way of additional rent)
interest thereon (as well after as before any judgment) from the due
date until payment at a rate equivalent to 4% above the Base Rate for
the time being declared by Lloyds Bank PLC (or other clearing bank for
the time being of the Landlord)
LANDLORD'S COVENANTS
4. THE Landlord HEREBY COVENANTS with the Tenant:
QUIET ENJOYMENT
4.1 That the Tenant paying the rents and other moneys and performing and
observing the covenants agreements conditions and stipulations as herein
provided may peaceably and quietly hold and enjoy the demised premises
for the Term without any interruption from or by the Landlord or any
person lawfully claiming through under or in trust for it
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INSURANCE
4.2.1.1 To insure the demised premises at all times during the
Term against loss or damage by the Insured Risks (unless
such insurance shall be prevented by the act or default
of the Tenant or his servants or agents) with some
insurance office or underwriters of repute upon the usual
terms and conditions of such insurance office or
underwriters in the full reinstatement value thereof plus
value added tax or similar tax (together with Architects
Surveyors and other professional fees and demolition and
clearance expenses of such amounts as the Landlord shall
from time to time determine) and also four years (or such
longer period as the Landlord may from time to time
reasonably require) full rent and service charge payable
under this Lease (including any increased rent and
service charge payable hereunder)
4.2.1.2 To produce to the Tenant as soon as practicable upon
written request a copy of the Policy and the last premium
renewal receipt or reasonable evidence of the full terms
of the Policy and of the fact that the last premium has
been paid
4.2.1.3 To procure that the interest of the Tenant and its
mortgagees (if any) is noted or endorsed upon the Policy
4.2.1.4 To notify the Tenant of any material change in the risks
covered or in the terms of the Policy from time to time
4.2.1.5 Insofar as a letter agreeing to waive rights of
subrogation against the Tenant is reasonably procurable
from the insurance office with whom the Landlord is
insuring under Clause 4.2.1.1 hereof to use reasonable
endeavours to procure such a letter and to produce it to
the Tenant on demand
4.2.2 In case of damage to or destruction of the demised premises by
any of the Insured Risks to employ all insurance moneys (other
than for loss of rent and service charge) received by it in
reinstating and making good the demised premises with all
reasonable speed and to make up any deficiency out of its own
moneys PROVIDED THAT if the rebuilding and reinstatement of
the demised premises or any part thereof shall be frustrated
all moneys payable pursuant to any policy of insurance
effected hereunder shall be apportioned and there shall be
paid to the Tenant such proportion of such moneys as the value
of the fixtures set out in the Sixth Schedule hereto bears to
the construction costs of the demised premises at the date of
construction and the balance shall belong to the Landlord for
its own use and benefit
PROVISION OF SERVICES
4.3 At all times during the Term to carry out provide manage and operate
where appropriate the services mentioned in the Fifth Schedule hereto in
accordance with the principles of good estate management and where
proper to utilise any reserve fund towards the same
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save that where such services are expressed to be provided at the
Landlord's discretion the Landlord shall not be obliged to provide them
PROVIDED NEVERTHELESS that:
4.3.1 For the performance of its obligations hereunder the Landlord
shall be entitled to employ and pay such agents servants
contractors or such other persons as the Landlord may from time
to time think fit
4.3.2 The Landlord shall not be responsible for any delay suspension
breakdown or stoppage in connection with the performance or
observance of such obligations or for any omission to perform the
same due to any cause or circumstance not within the Landlord's
control but the Landlord will take all reasonable steps to remedy
or make good the same as soon as practicable
4.3.3 The Landlord shall not be liable to the Tenant for any defect or
want of repair unless the Landlord has had written notice thereof
nor in respect of any obligation mentioned in the said Fifth
Schedule that falls within the ambit of any of the Tenant's
covenants hereinbefore contained
PROVISOS
5 PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED THAT:-
RE-ENTRY
5.1 Notwithstanding and without prejudice to any other remedy and power
herein contained or otherwise available to the Landlord if
5.1.1 the rents or other moneys hereby reserved and made payable or
any part thereof respectively shall be unpaid for fourteen days
after becoming payable (whether formally or legally demanded or
not) or
5.1.2 any covenant agreement or obligation on the Tenant's part
contained in these presents shall not be performed or observed
or
5.1.3 the Tenant shall permit any execution or distress to be levied
on any goods for the time being in the demised premises or
5.1.4 the Tenant (being a company) or if more than one of them is a
company then any one of them shall enter into liquidation
whether compulsory or voluntary (not being merely a voluntary
liquidation while solvent for the purposes of amalgamation or
reconstruction) or a provisional liquidator shall be appointed
under the Insolvency Xxx 0000 or a receiver or manager or
administrative receiver or administrator shall be appointed or a
proposal shall be made for a voluntary arrangement or a proposal
shall be made for a scheme of arrangement or
5.1.5 the Tenant (being an individual) or if more than one individual
then any one of them shall apply for an interim order or shall
propose a voluntary arrangement under the Insolvency Xxx 0000 or
shall suffer a bankruptcy order to be made
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under the said Act or shall petition the Court for his own
bankruptcy or shall enter into a deed of arrangement or
5.1.6 the Tenant (being a company) or if more than one of them is a
company then any one of them shall be struck off the Register of
Companies or is dissolved or (being a company incorporated
outside Great Britain) is dissolved or ceases to exist under the
laws of the country or the state of its incorporation
then in every such case it shall be lawful for the Landlord at any time
thereafter to reenter upon the demised premises or any part thereof in
the name of the whole and thereupon this demise shall absolutely
determine but without prejudice to any right of action of the Landlord
in respect of any breach non-observance or non-performance of the
Tenant's covenants agreements or obligations herein contained
CESSER OF RENT
5.2 If during the Term the demised premises or any part thereof or all means
of access thereto shall be destroyed or damaged by any of the Insured
Risks so as to render the demised premises or any part thereof unfit for
occupation or use then (if the Tenant shall have duly carried out the
Tenant's obligations under sub-clauses 3.1 and 3.2 hereof and if no
insurance of the demised premises or rent and service charge shall have
been vitiated or payment of the policy moneys refused in whole or in
part by some act or default of the Tenant his servants agents or
visitors) the rents and service charge hereby reserved or a fair and
just proportion thereof according to the nature and extent of the damage
sustained shall as from the date of such destruction or damage until the
demised premises shall have been rebuilt or reinstated and made fit for
occupation and use be suspended and cease to be payable and any dispute
as to the extent proportion or period of such suspension shall be
determined by a single arbitrator to be appointed by the Landlord and
the Tenant and in case of difference by the President for the time being
of the Royal Institution of Chartered Surveyors in accordance with the
provisions of the Arbitration Acts 1950 to 1979 or any statutory
modification re-enactment or replacement thereof for the time being in
force
BASE RATE
5.3 In the event of the Base Rate of Lloyds Bank PLC (or other bank for the
time being of the Landlord) being abolished and no alternative rate
being presented by law to replace the said Base Rate for the purpose
inter alia of construing existing leases then any reference to the said
Base Rate shall have effect as if there had been substituted from time
to time for the Base Rate such rate of interest which shall be most
closely comparable with the said Base Rate such rate of interest to be
reasonably determined by the Landlord's Surveyor
ARREARS
5.4 Any moneys due to the Landlord from the Tenant under any covenant
condition or provision contained in this Lease shall be due as a debt
from the Tenant to the Landlord payable on demand and in the event of
non-payment such moneys shall be recoverable by distress or otherwise in
the same way as rent in arrear
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SETTLEMENT OF DISPUTES
5.5 Any dispute arising as between the Tenant and the tenant or occupier of
any other property of the Landlord as to any easement right or privilege
in connection with the use of the demised premises and such other
property or as to the walls separating the demised premises from such
other property or as to the amount of any contribution towards the
expenses of works to services used in common with such other property
shall be decided by the Landlord's Surveyor for the time being whose
decision shall be binding on all parties (save on any question of law)
and whose costs shall be paid by such of the parties to the dispute in
such proportions as he shall decide
EXCLUSION OF IMPLIED RIGHTS
5.6 Nothing herein contained shall by implication of law or otherwise
operate to confer on the Tenant any easement right or privilege
whatsoever over or against any adjoining or other property of the
Landlord (whether in the Development or not) either for an estate in fee
simple or for a term of years
UNRESTRICTED USE OF ADJOINING PROPERTY
5.7 The Tenant shall not be entitled to the benefit of any restrictions
which the Landlord may have imposed or may hereafter impose on any owner
or lessee of any property not comprised in the demised premises (whether
in the Development or not) and nothing herein contained or implied shall
impose or be deemed to impose any restrictions on the use of any such
property or give the Tenant the right to enforce or to have enforced or
to prevent the release or modification of any covenant agreement or
condition entered into by any purchaser from or any lessee tenant or
occupier of the Landlord in respect of such property And that this
demise shall not be deemed to include and shall not operate to convey or
demise any ways water mains sewers drains lights liberties privileges
easements rights or advantages whatsoever in through over or upon the
property of the Landlord adjoining or near to the demised premises save
as may be expressly granted by this Lease
EXCLUSION OF LIABILITY
5.8 The Landlord shall not be liable to the Tenant for any loss damage or
inconvenience which may be caused by reason of the failure stoppage
leakage bursting or defect of any water sanitary gas electricity or
other apparatus or by reason of a breakdown or defect of any plant or
machinery in the demised premises outside the Landlord's immediate
control
COMPENSATION
5.9 Subject to the provisions of sub-clause (2) of Section 38 of the
Landlord and Xxxxxx Xxx 0000 neither the Tenant nor any assignee or
underlessee shall be entitled on quitting the demised premises or any
part thereof to any compensation under Section 37 of the said Act
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PERPETUITY PERIOD
5.10 All rights granted and all reservations made in respect of sewers drains
wires cables pipes channels watercourses conduits subways or other
conducting media not in existence at the date hereof shall be limited to
those which shall come into existence within eighty years from the date
hereof (which shall be deemed to be the perpetuity period for the
purposes of this Lease)
NO PLANNING WARRANTY
5.11 Nothing in this Lease shall be deemed to constitute any warranty by the
Landlord that the demised premises or any part thereof are or will
remain authorised for use under the Planning Acts for any specific
purpose
TENANT'S OPTION TO RENEW
5.12 The Tenant (here meaning The Galileo Company) shall have the right to
call for the grant of a new lease for a term of 25 years from the
expiration of the Term upon the same terms and conditions as this Lease
(save as to the amount of rent but including the provisions for rent
review herein contained such rent review being on every fifth
anniversary of the term created by the new lease and save also as to
this Clause) by giving to the Landlord not less than 12 months' nor more
than 18 months' previous written notice expiring upon the 24th March
2013 provided that this option shall not be exercisable by the Tenant
unless the rents hereby reserved shall have been paid and the covenants
on the part of the Tenant shall have been substantially observed and
performed throughout the Term
FREEDOM TO USE THE DEMISED PREMISES
5.13 Despite any provision (express or implied) of this Lease to the contrary
but subject to paragraph 3.2 of the Second Schedule hereto the Tenant
shall be entitled to use and have access to the demised premises
twenty-four hours a day every day of the whole of the Term
INTERPRETATION
6.1 IN this Lease where the context so admits:
6.1.1 Words importing the masculine gender shall be deemed to include
the feminine and neuter genders
6.1.2 Where there are two or more persons included in the expression
"the Tenant" covenants expressed to be made by the Tenant shall
be deemed to be made by such persons jointly and severally
6.2 Reference in this Lease to any right exercisable by the Landlord or any
right exercisable by the Tenant shall be construed as including (where
appropriate) the exercise of such right in both cases in common with the
Landlord and all other persons having a like right or to whom such right
may be granted
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6.3 Any negative covenant by the Tenant in this Lease shall be construed as
if it were also a covenant not to permit or suffer the act or thing in
question
6.4 The headings to clauses in this Lease shall not affect the construction
of such clauses
I N W I T N E S S whereof this document has been duly executed and had
been delivered on the date which appears first on page 1
THE FIRST SCHEDULE
The demised premises
1. All those premises for the purpose of identification only shown and
edged red on Plan 2 annexed
2. There shall be INCLUDED in this demise:-
2.1 All additions (except tenants and trade fixtures) at any time hereafter
made to the demised premises
2.2 All Landlord's plant and equipment fixtures and fittings in and about
the demised premises
2.3 The suspended ceiling(s) light fittings raised floors and carpet(s)
fitted or laid in the demised premises
2.4 All landscaping and the entirety of all boundary walls
2.5 The roof ground floor slabs and foundations of the demised premises
3 There shall be EXCLUDED from this demise the subsoil more than twelve
inches below the demised premises and the air space surrounding the
building constructed thereon
THE SECOND SCHEDULE
Easements and Rights granted
1 The right for all reasonable purposes connected with the demised
premises but not for any other purposes to pass and xxxxxx by foot only to and
from the demised premises over and along the walkways forming part of the common
parts of the Development as are from time to time constructed
2 The right for all reasonable purposes connected with the demised
premises but not for any other purposes to pass and xxxxxx with or without
vehicles over and along the roads forming part of the common parts of the
Development as are from time to time constructed Subject to compliance by the
Tenant with the following conditions
2.1 The Tenant shall not use the roads or permit the same to be used by his
servants agents or visitors for the parking of vehicles
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[PLAN 1]
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2.2 The Tenant shall comply with such directions as may from time to time be
given by any competent authority or the Landlord or any representative
of the Landlord for the regulation and direction of traffic
2.3 The Tenant shall co-operate with the Landlord so as to ensure that no
rubbish or litter is left on the roads or any part thereof and that no
damage is caused by his servants agents or visitors thereto and that no
nuisance annoyance or inconvenience is caused to the Landlord or to the
owners or lessees or occupiers of the Development
3 The rights granted by paragraphs 1 and 2 above are subject to
3.1 The right of the Landlord in its absolute discretion to close
temporarily or permanently or alter from time to time the walkways and
roads (other than the walkways and roads dividing the two separate areas
of land comprising the demised premises) and other common parts of the
Development subject to the Landlord leaving available for use by the
Tenant reasonable means of access to and serving the demised premises
3.2 The right of the Landlord to limit and restrict (but not so as to render
them totally incapable of exercise) the rights outside Working Hours in
such manner as the Landlord's security arrangements may require
4 The free and uninterrupted passage and running of water soil gas
electricity telephone heating and other services from and to the demised
premises in and through the sewers drains wires cables pipes channels water
courses conduits subways or other conducting media now or at any time in the
future in or under other parts of the Development
5 The right of support and protection for the demised premises from other
parts of the Development
THE THIRD SCHEDULE
Exceptions and Reservations
THERE ARE EXCEPTED AND RESERVED to the Landlord and its lessees and
assigns and all persons to whom the Landlord shall hereafter grant any such
right or rights:
1 The free and uninterrupted passage of and running of water soil gas
electricity telephone heating and other services to and from other parts of the
Development in and through the sewers drains wires cables pipes channels
watercourses conduits subways or other conducting media now or at any time in
the future in or under the demised premises
2 The right at all reasonable times upon reasonable notice and if
practicable providing outline details of the proposed works at the same time
(and at all times with or without notice in case of emergency) to enter upon the
demised premises for the purpose of connecting laying inspecting repairing
cleansing maintaining altering replacing relaying or renewing any sewer drain
wire cable pipe channel watercourse conduit sub-way or other conducting medium
and to erect construct or lay under the demised premises other than the building
or buildings constructed thereon any sewers drains wires cables pipes channels
watercourses conduits subways or other conducting media or other works for the
drainage of or for the supply of water gas electricity
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telephone heating and other services to the Development the person exercising
such right doing as little damage to the demised premises as possible and making
good any damage to the demised premises thereby occasioned but without payment
of compensation for any annoyance nuisance noise vibration or inconvenience
caused to the Tenant in connection with the use by the Tenant of the demised
premises provided that the person exercising such right shall explore all
reasonably practicable alternative methods of carrying out such works and cause
as little inconvenience as reasonably possible PROVIDED ALWAYS that the person
or persons entering upon the demised premises pursuant to any of the provisions
of this Schedule shall (save in case of emergency) comply with all reasonable
requirements of the Tenant as to the security of the demised premises including
(but not by way of limitation) a requirement that an authorised representative
of the Tenant should accompany such person or persons at all times
3 The right at all reasonable times on not less than 72 hours' prior
notice and if practicable providing outline details of the proposed works at the
same time (except in emergency) to enter upon the demised premises to view their
state and condition and to carry out the works and provide the services set out
in the Fifth Schedule hereto the person exercising such right doing as little
damage to the demised premises as possible and making good any damage to the
demised premises thereby occasioned but without payment of compensation for any
annoyance nuisance noise vibration or inconvenience caused to the Tenant in
connection with the use by the Tenant of the demised premises provided that the
person exercising such right shall explore all reasonably practicable
alternative methods of carrying out such works and cause as little inconvenience
as reasonably possible PROVIDED ALWAYS that the person or persons entering upon
the demised premises pursuant to any of the provisions of this Schedule shall
(save in case of emergency) comply with all reasonable requirements of the
Tenant as to the security of the demised premises including (but not by way of
limitation) a requirement that an authorised representative of the Tenant should
accompany such person or persons at all times
4 The right to the passage of light and air and any other easement to
which the Landlord may be or become entitled in respect of any adjoining or
neighbouring property of the Landlord (whether in the Development or not)
5 The right to erect build rebuild and/or alter as it may think fit at any
time and from time to time any buildings or bays or projections to buildings on
any property adjoining or neighbouring the demised premises but not above or
below the demised premises and the right to use and or develop any adjoining or
neighbouring property of the Landlord (whether in the Development or not) in
such manner as the Landlord may think fit in each case notwithstanding that the
access of light or air to the demised premises may thereby be obstructed or
affected and without payment of compensation for any annoyance nuisance noise
vibration or inconvenience caused to the Tenant in connection with the use by
the Tenant of the demised premises
THE FOURTH SCHEDULE
Provisions for Rent Review
1 In this Schedule the following expressions shall have the following
meanings:-
1.1 "review date" means the 25th day of March 1993 and every subsequent
fifth anniversary thereof
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1.2 "rent" shall not include the rent secondly thirdly and fourthly reserved
and made payable under Clause 2 of this Lease
1.3 "the quantified rent" means the yearly rent of One million two hundred
and seventy-one thousand one hundred and ninety four pounds and seventy
five xxxxx (L1,271,194.75)
1.4 "the relevant review date" means that review date at which the rent is
being agreed or determined pursuant to the provisions of this Schedule
1.5 "the open market rent" means the best yearly market rent for which the
demised premises might reasonably be expected to be let on the relevant
review date by a willing landlord to a willing tenant with vacant
possession without taking a premium:-
1.5.1. For a term equal in duration to the greater of the unexpired
residue of the original term hereby granted or 15 years and on
the basis (whether or not it is a fact) that the demised premises
enjoy planning permission for the use authorised under this Lease
1.5.2 On the assumption that the demised premises comprise High Class
Professional or Commercial Offices with a net internal area of
One hundred and twenty four thousand and nineteen square feet
(124,019 sq ft) together with sufficient car parking spaces to
meet planning requirements
1.5.3 Otherwise upon the terms and conditions of this Lease (save as to
the amount of rent but including the provisions for rent review
herein contained and save for the option to renew)
1.5.4 On the assumption (whether or not it is a fact) that at the
relevant review date the demised premises are fully equipped and
ready for immediate occupation and use and that no work has been
carried out thereon by the Tenant or his predecessors in title or
sub-tenants or other lawful occupier during the Term which has
diminished the rental value of the demised premises and that in
case the demised premises or the accesses thereto have been
destroyed or damaged they have been fully restored
1.5.5 On the assumption (whether or not it is a fact) that all the
covenants and obligations in this Lease on the part of the Tenant
have been complied with
1.5.6 On the assumption that the said willing tenant or tenants do not
seek a rent free period nor any reduction in rent to allow them
the equivalent of a rent free period and in considering any
comparable rents the existence of any rent free period or any
reduction in rent calculated to allow for any rent free period
shall be ignored and any abnormally high rent agreed to
compensate a landlord for an artificially extended rent free
period or any other inducements shall be ignored
1.5.7 But disregarding:-
1.5.7.1 Any goodwill attached to the demised premises by reason
of the carrying on thereon of the trade or business of
the Tenant (whether by him or any
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predecessor of the Tenant in that trade or business) or
of any sub-tenant or other lawful occupier
1.5.7.2 Any improvements carried out during the Term by the
Tenant or his predecessors in title or sub-tenants or
other lawful occupier otherwise than in pursuance of an
obligation to the Landlord to the extent such obligation
does not fall within the Tenant's covenant contained in
this Lease to comply with Enactments or at the expense or
partly at the expense of the Landlord
1.5.7.3 Any statutory limitation or control of rents for the time
being in force
1.5.7.4 The fixtures set out in the Sixth Schedule hereto or any
works plant and equipment at the demised premises
replacing the same or in substitution therefor
1.6 "revised rent" means the new or increased yearly rent payable in
substitution for the quantified rent or for a previous revised rent
1.7 "the current rent" means the yearly rent payable in the year ending on
the relevant review date
1.8 "the Surveyor" means the independent surveyor required to be appointed
pursuant to Clause 3 of this Schedule
2 From and after each review date the rent shall be the rent agreed in
writing between the Landlord and the Tenant or in the absence of such agreement
shall be whichever is the higher of:-
2.1 The current rent and
2.2 The open market rent
3 If the Landlord and the Tenant shall not have agreed in writing the open
market rent by the relevant review date the Landlord or the Tenant may at any
time thereafter (but before the review date next following the relevant review
date) require in writing to the other of them an independent surveyor to be
appointed to determine the open market rent
4 The Surveyor (who shall be a Fellow of the Royal Institution of
Chartered Surveyors and be experienced in the valuation of premises of a like
nature to the demised premises) may be agreed upon by the Landlord and the
Tenant and in default of such agreement within two months of a requirement being
made pursuant to Clause 3 of this Schedule shall be appointed by the President
for the time being of the Royal Institution of Chartered Surveyors on the
application of the Landlord or the Tenant made at any time after the said period
of two months and if the said President shall for any reason not be available or
be unable to make such appointment then the appointment may be made by the Vice
President or next available senior officer of the said Institution then
available
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5.1 Notice in writing of his appointment shall be given by the Surveyor to
the Landlord and the Tenant and he shall invite each to submit within a
specified period (which shall not exceed four weeks) a valuation
accompanied if the Landlord or the Tenant so desire by a statement of
reasons
5.2 The Surveyor shall act as an expert and not as an arbitrator He shall
consider any valuation and reasons submitted to him within the said
period but shall not be in any way limited or fettered thereby and shall
determine the open market rent in accordance with his own judgment
5.3 The Surveyor shall give notice in writing of his decision to the
Landlord and the Tenant within two months of his appointment or within
such extended period as the Landlord may at any time allow
5.4 The decision of the Surveyor shall be final on all matters hereby
referred to him
6 If the Surveyor shall fail to determine the open market rent and to give
notice thereof within the time and in manner hereinbefore provided or if he
shall relinquish his appointment or die or otherwise fail or be unable to
determine the same the Landlord may apply to the President or such other officer
of the Royal Institution of Chartered Surveyors as aforesaid for a substitute to
be appointed in his place which procedure may be repeated as many times as
necessary
7 The fees of any such Surveyor and the Royal Institution of Chartered
Surveyors shall be shared equally between the Landlord and the Tenant
8 In the event that by the relevant review date the Landlord and the
Tenant shall not have agreed in writing the rent to be payable from and after
such date or the Surveyor (if appointed) shall not have given the notice
provided for in Clause 5.3 of this Schedule then the Tenant shall continue to
pay rent at the rate of the current rent until the quarter day immediately
following the reaching of such agreement or the giving of the said notice
whichever shall first occur If such agreement or the giving of the said notice
shall re-suit in a revised rent there shall be added to and be payable with the
instalment of the revised rent due on such quarter day (notwithstanding that the
provisions of Clause 9 of this Schedule remain to be complied with) the amount
representing the difference between the current rent and the revised rent from
the relevant review date until such quarter day together with interest on such
amount at a rate equivalent to the Base Rate of Lloyds Bank PLC (or other the
London Clearing Bank for the time being of the Landlord) from time to time from
the relevant review date until payment If such agreement or the giving of the
said notice shall not have resulted in a revised rent the current rent shall
continue to be payable
9 Immediately after the open market rent shall have been agreed or
determined as aforesaid a memorandum of the revised rent (if any) in such form
as the Landlord may reasonably require shall be signed recording the amount of
the revised rent on behalf of the Landlord and the Tenant and the costs and
expenses thereof shall be paid by the Tenant
10 A revised rent shall be payable on the days and in the manner appointed
for payment of the quantified rent and the terms of this Lease relating to the
reservation payment or suspension of rent and the consequences of non-payment
shall apply to a revised rent in the same manner as to the quantified rent
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11 If at any time or times there shall be in force any Enactment which
shall restrict or in any way affect the Landlord's right to have the rent
reviewed as hereinbefore provided or which shall restrict or in any way affect
the Landlord's right to payment of a revised rent the Landlord shall be entitled
following the repeal termination or modification of such Enactment (but in the
event of a modification of such Enactment only to the extent permitted by such
modification) to serve notice upon the Tenant requiring the Tenant to pay to the
Landlord as from the first quarter day ("the interim review date") occurring not
less than twenty-eight days after the date of service of the Landlord's notice
until such rent shall next be varied in accordance with the provisions of this
Schedule the rent stated in the Landlord's notice and such rent shall become
payable accordingly unless the Tenant shall have served upon the Landlord within
twenty-eight days of the date of service of the Landlord's notice a counter
notice requiring in substitution for the rent stated in the Landlord's notice
whichever is the higher of the yearly rent payable hereunder immediately before
the interim review date and the open market rent of the demised premises on the
interim review date whereupon in the absence of agreement a Surveyor shall be
appointed to determine the open market rent in accordance with the foregoing
provisions of this Schedule so far as the same shall be applicable with the
substitution of the interim review date for the relevant review date
THE FIFTH SCHEDULE
The Service Charge
PART I
1 In this Schedule:-
"Service Charge" means the service charge calculated in accordance
with this Schedule
"the Total Costs" means the reasonable costs expenses payments
liabilities and provisions incurred or made
by the Landlord or otherwise arising in
connection with or in the provision of or the
payment for the services and other matters
set out or referred to in Part II of this
Schedule
"Service Charge Year" means the period from the date provided herein for
the commencement of the Term to the next
following 31st March and thereafter each
successive period of twelve months ending on
the 31st March in each year of the Term or
ending on such other date as the Landlord
shall substitute as hereinafter provided
"the Tenants Percentage" means the lesser of the proportion determined by
the Landlord which the total gross floor area
(calculated by external measurement to the
nearest square foot or square metre) of the
demised premises shall from time to time bear
to the total gross floor area (calculated by
external
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measurement to the nearest square foot or
square metre) of the buildings erected on the
Development not comprising the common parts
of the Development as ascertained and
certified by the Landlord whose decision
shall be final and binding on the parties
hereto or 17.738%
2 The Tenant shall pay to the Landlord a Service Charge calculated as
hereinafter provided TO THE INTENT that the Landlord shall be fully indemnified
paid and reimbursed in respect of the Total Costs in respect of each Service
Charge Year
3 The Service Charge payable by the Tenant in each Service Charge Year
shall be the Tenant's Percentage of the Total Costs Provided that if at any time
the Landlord acting reasonably considers it fair and reasonable that the Tenant
should pay a different proportion of the Total Costs relating to any particular
service(s) or matter(s) the Landlord may adopt and apply such other
proportion(s) in place of the Tenant's Percentage as may be fair and reasonable
in all the circumstances
4 If owing to a change of circumstances it appears reasonable that the
Tenant's Percentage should be altered the Landlord may from time to time by
serving written notice thereof on the Tenant make such alteration as may be fair
and reasonable in all the circumstances
5 The Tenant shall pay to the Landlord by equal quarterly payments in
advance on the days hereinbefore specified for payment of rent on account of the
Service Charge in respect of each Service Charge Year such amount as the
Landlord or its agent in either case acting reasonably shall from time to time
specify at its discretion to be fair and reasonable
6 The amount of the Total Costs and the Service Charge finally payable by
the Tenant shall be certified and summarised by the Landlord or its agent or
professional auditors (at the Landlord's discretion) for each Service Charge
Year during the course of the next succeeding Service Charge Year or as soon
thereafter as may be practicable and in such certificate and summary credit
shall be given to the Tenant for all payments made on account of the Service
Charge Year in question pursuant to this Schedule and any balance then found
payable to the Landlord shall be paid by the Tenant to the Landlord on demand
and any over-payment then found shall either be placed to the credit of the
Tenant against the next quarterly advance payment of Service Charge payable by
the Tenant pursuant to the terms of this Schedule or (if the term hereby created
has then expired shall be refunded to the Tenant including either the Tenant's
Percentage of any unexpended reserved fund or such proportion of any unexpended
reserved fund as the Tenant has contributed whichever is the lesser) AND the
provisions of this Clause shall continue to apply notwithstanding the expiration
or sooner determination of the Term but only in respect of the period down to
such expiration or sooner determination so that any Service Charge remaining
unpaid at the date of such expiration or sooner determination of the Term or
calculated after such date shall be a debt due by the Tenant to the Landlord
payable on demand
7 The certificate of the Landlord or its agent or professional auditors as
aforesaid as to any amount payable by the Tenant hereunder shall (unless any
manifest error shall appear therein and save on any question of law) be
conclusive and binding upon the Tenant but upon request by the Tenant in writing
and at the Tenant's cost the Tenant shall be entitled as soon as may be
practicable to receive a certificate from the professional auditors for the time
being of the
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Landlord to the effect that the amount payable by the Tenant hereunder has been
computed in accordance with the terms hereof and that if any amount is included
in such amount by way of allocation to a reserve such allocation has been made
8 Notwithstanding the provisions hereinbefore contained the Landlord shall
be entitled from time to time to change the date of expiry of the Service Charge
Year from the 31st March to such other date as the Landlord may require and upon
any such change all necessary and requisite adjustments shall be made
PART II
EXPENSES RELATING TO THE DEVELOPMENT
1 The lighting cleaning maintenance redecoration repair replacement and
renewal and the payment of rates rents and other outgoings incurred in the
provision of a management centre for the Development during the daytime and/or
proper and reasonable residential accommodation for employees and garaging for
their vehicles
2 The purchase lease hire maintenance repair and when necessary renewal
and replacement of all electrical and mechanical apparatus plant vehicles tools
furniture materials and equipment installed or supplied by the Landlord from
time to time for the benefit of the Development and the provision of services
therein including (but not by way of limitation) traffic control equipment and
computer equipment
3 The lighting maintenance repair replacement and renewal of all the
common parts of the Development
4 The payment of any costs which may be levied by the local authority on
the Development in relation to the collection of refuse or any other service
rendered by the local authority for the benefit of the Development
5 The collection of refuse where undertaken by the Landlord at the
Landlord's discretion
6 The payment of rates water rates and other outgoings (if any) charged an
the common parts of the Development
7 The gardening planting landscaping (and maintenance thereof) of the
appropriate parts of the common parts of the Development at the Landlord's
discretion
8 The employment of supervisory and other staff porters watchmen cleaners
and others employed or under contract for the common parts of the Development at
the Landlord's discretion including salaries wages insurance pensions and
national insurance contributions and the provision of uniforms and/or protective
clothing
9 The supply of gas electricity oil or other fuel or energy required for
any of the services or matters referred to in this part of this Schedule
10 The cleaning painting decoration or other treatment of all the common
parts of the Development
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11 The execution of any works in compliance with any Enactment affecting
the common parts of the Development or any part thereof or the user thereof or
the employment therein of any person or in compliance with any notice or
requirement of any competent authority and/or the cost and expense of any
protest or appeal at the Landlord's discretion against any such notice or
requirement
12 The execution of any works at the Landlord's discretion for the
protection and safety of the members of the public visiting or passing the
common parts of the Development
13 The provision and upkeep of a security system for the common parts of
the Development at the Landlord's discretion including (but not by way of
limitation) a burglar alarm system closed circuit television and/or direct
communication with the police or other security service
14 The insurance of the common parts of the Development against the Insured
Risks and insurance against employer's liability public liability and third
party risks and any other insurances which shall in the opinion of the Landlord
be appropriate
15 All payments whether direct or indirect paid by the Landlord to or in
respect of any servant or agent or to any local authority or to any person or
body whatsoever towards or in connection with the carrying out of all or any of
the matters referred to in this part of this Schedule
16 Any additional new or extended service facility or matter which the
Landlord may reasonably decide shall be provided for or at the Development or
for the occupiers thereof or visitors thereto or for the modem and proper
operation and management thereof
17 The payment of all fees costs and expenses incurred in respect of the
Certificate and Summary to be provided under Part I of this Schedule and in
respect of all accounts kept and audits made for the purpose thereof
18 The payment of Value Added Tax on supplies made to the Landlord by third
parties or other taxation payments and any other expenditure of the Landlord in
the provision of and compliance with its obligations relating to the services
and other matters herein described in this Schedule save to the extent that
credit may be obtained for the same or the same may be recovered from H.M.
Commissioners for Customs and Excise
19 At the Landlord's discretion the creation and maintenance of a reserve
making provision for any costs expenses payments or liabilities which may arise
or be incurred in relation to any of the services and other matters set out in
this part of this Schedule in any subsequent year or years whether before or
after the expiry of the Term which reserve shall be applied at the Landlord's
discretion in or towards the discharge and payment of such future liabilities
costs or expenses (whether arising before or after the expiry of the Term) but
so that the Tenant shall not be entitled to any interest in or lien upon such
reserve PROVIDED THAT any sums allocated to such reserve shall be held in a
separately designated deposit account by the Landlord upon trust to apply the
same for the purpose of the Development and pending such application placed upon
deposit or otherwise invested in such manner as the Landlord shall determine and
the amount of interest earned (after deduction of tax at the appropriate rate)
shall be added to and become a part of the reserve
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20 A management fee (and the Value Added Tax thereon) not exceeding in any
one year Ten per centum of the Total Costs recoverable by the Landlord in that
year
THE SIXTH SCHEDULE
Fixtures to be Disregarded on Rent Review
- The air conditioning installations for the computer rooms, first floor
offices and atrium including dri-coolers;
- the heating and ventilation installations in the Building (including
for the avoidance of doubt the energy centre identified on the Lease
plan);
- all electrical installations excluding lighting;
- Building management systems;
- hot water installations and sanitary equipment;
- fire protection installations;
- security installations;
- passenger lifts and goods lifts;
- dock leveller;
- raised floors and carpets or other floor coverings; and
- the fuel farm.
(THE COMMON SEAL of ST.
(MARTINS PROPERTY
(INVESTMENTS LIMITED
(was hereunto affixed in
(the presence of.-
Authorised Signatory
Secretary
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