EXHIBIT 10.3
XXXX XXXXXX X'XXXXX
- AND -
COPY DATA LIMITED
COUNTERPART LEASE
- RELATING TO -
XXXX X00, XXXXXXX XXXXX
XXXXXXXX XXX
XXXXXXX
XXXX XXXXXX
XXXXX & CO
00 Xxxxx Xxxx
Xxxxxxxxxx
Xxxxxxxxx XX0 0XX
Tel: 0000 000 0000 Fax: 0000 000 0000
CONTENTS
1. Definitions
2. Letting
3. Rent
4. Rent Review
4.1 Definitions
4.2 Review
4.3 Arrangements pending revised rent
4.4 Rent increase prevented
5. Repair cleaning and decoration
6. Alterations
7. Use
8. Planning
9. Alienation
10. Tenant's other covenants
10.1 Outgoings
10.2 Supplies
10.3 VAT
10.4 Access of Landlord and notice to repair
10.5 Aerials signs and advertisements
10.6 Statutes notices and orders
10.7 Equipment
10.8 Defective premises
10.9 Encroachments
10.10 Evidence of compliance
10.11 Indemnity
10.12 Keyholders
10.13 Interest
10.14 Landlord's costs
10.15 Sale of reversion
10.16 Re-letting
10.17 Yield up
10.18 Consent to Landlord's release
11. Landlord's covenants
11.1 Quiet enjoyment
11.2 Exercising rights
12. Insurance
12.1 Landlord's covenants
12.2 Tenant's covenants
12.3 Suspension of Rent
12.4 Reinstatement
12.5 Termination
13. Forfeiture
14. Miscellaneous
14.1 Representations
14.2 Exclusion of use warranty
14.3 Disputes with adjoining owners
14.4 Covenants relating to Adjoining Premises
14.5 Effect of waiver
14.6 Rights and easements
14.7 Extension of Term
14.8 Perpetuity Period
14.9 Compensation
14.10 Tenant's possessions
14.11 Landlord's surveyor
15. Notices
16. Interpretation
Schedule 1 Authorised Guarantee Agreement
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LEASE
DATE: The day of 1997
(1) Xxxx Xxxxxx X'Xxxxx of Xxxxx Cottage Xxxxx Xxxxxxx Xxxx Xxxxxxx Xxxx
Xxxxxx XX00 0XX (the "Landlord")
and
(2) Copy Data Limited (Company Number 3106266) whose registered office is
at The Arena Raleigh Court Priestly Way Crawley West Sussex (the
"Tenant") XX0X 0XX
1. DEFINITIONS
In this Lease:
1.1 "Property" means Xxxx Xx 0 Xxxxxxx Xxxxx Xxxxxxxx Xxx Xxxxxxx
Xxxx Xxxxxx shown for the purposes of identification only
edged red on the Plan including:
- any building or other structure that is now on the
Property or that is erected there
- during the Term ("Building")
- the fences and walls that surround the Property
- the Plant and fittings installed there by the
Landlord
- all Conducting Media on the Property
- all additions and improvements
- 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 the period of2i years beginning on the 1st day of
May 1997
1.3 "Initial Rent" means L12000.00 per year
1.4 "Rent Commencement Date" means the 1st day of May 1997
1.5 "Insurance Commencement Date" means the l~ day of May 1997
1.6 "Review Dates" means the 1st day of May in the years 2000,
2003, 2006, 2009, 2012 and 2015
1.7 "Exterior Decorating Years" means 2000, 2003, 2006, 2009, 2 12
and 2015
1.8 "Interior Decorating Years" means 2003, 2008 and 2013
1.9 "Permitted Use" means use for the sale and repair of office
equipment
1.10 Other definitions and interpretation provisions are set out in
clause 16
2. LETTING RIGHTS AND EXCEPTIONS
2.1 The Landlord lets the Property to the Tenant for the Term
2.2 The Landlord grants to the Tenant:
2.2.1. Full right and liberty for the Tenant and all persons
authorized by the Tenant (in common with the Landlord
all other tenants owners and other persons now or
hereafter entitled to the like rights) at all times
by day or by night and for the purpose of access to
and egress from the Property with or without motor
cars and other vehicles to go pass and xxxxxx over
and along the roads and pavements shown colored xxxxx
on the plan.
2.2.2. The exclusive right to use the seven car parking
spaces shown edged green on the Plan or such other
space or spaces designated by the Landlord for he
sole purpose of parking upon each space one motor car
only.
2.2.3. The right at all reasonable times on not less than
seven days' written notice (except in the case of
emergency) to enter and remain with or without
workmen plant and materials for the shortest possible
period upon the adjoining land shown edged orange on
the Plan ("the Development") for the purpose of
making connections to and whenever necessary cleaning
repairing maintaining altering replacing renewing
relaying or inspecting the Conducting Media serving
the Property which ca riot reasonably be carried out
without such access the Tenant or person exercising
xxx i right causing the minimum inconvenience and
making good forthwith all damage o that part of the
Development any property or chattels thereon thereby
occasioned.
2.2.4. The right at all reasonable times on not less than
seven days' written notice (except in the case of
emergency) to enter and remain for as short period as
possible with or without workmen and plant machinery
and scaffolding upon t .e Development for the purpose
of rebuilding constructing repairing maintaining
altering cleansing and inspecting any building now or
hereafter to be erected upon the Property which work
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[GRAPHIC OMITTED]
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cannot otherwise be undertaken at reasonable cost
PROVIDED THAT the Tenant or person or persons
exercising such rights shall (i) consult the Landlord
and the relevant occupier of the relevant part of the
Development and agree the most expeditious and
economic means of carrying out such work (such
respective agreements not to be unreasonably withheld
refused or delayed) and (ii) cause as little
inconvenience annoyance or disturbance as possible
and make good forthwith all damage to that part of
the Development entered upon or any property or
chattels thereon thereby occasioned.
2.2.5. The free and uninterrupted passage and running of
water and soil electricity and other services to and
from the Property through the Conducting Media laid
in on over or under the Development
2.3 The following are excepted and reserved in favor of the
Landlord and the tenants owners and occupiers of the
Development and their respective servants agents and invitees.
2.3.1. Easements rights and privileges over along and
through the Property corresponding with those set
forth in sub-clauses 2.2.3, 2.2.4 and 2.2.5.
2.3.2. Full right with or without workmen and others
authorized by the Landlord with necessary appliances
and materials at all reasonable times on notice
(except in the case of emergency) to enter upon the
Property for the purpose of viewing the state and
condition thereof.
2.3.3. The free and uninterrupted passage and running of
water air soil gas and electricity telephone power
and other services through the Conducting Media or
any of them now or at any time within the Perpetuity
Period laid in on over or under the Property or any
part thereof to or from any other part of the
Development together with the right to enter on to
the Property for the purpose of connecting to
repairing replacing renewing relaying enlarging
cleansing and maintaining the Conducting Media or any
of them and during such period as any such works are
being carried out temporarily disconnecting any of
the Conducting Media for as short a time as possible
subject to the person or persons exercising such
right making good all damage to the Property caused
by such entry except insofar as such entry may be
necessitated by any default of the Tenant.
3. RENT
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 and 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
4.1 Definitions In this Lease:
4.1.1. "Review Date" means any one 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 the period of the Term then unexpired or
twelve years (whichever is the longer)
beginning on the relevant Review Date and
that the rent is payable from then
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
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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)
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
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)
4.1.4. 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 under leases on terms acceptable to the tenant
and at the open market rent and that:
- consent has been obtained from the superior
landlord for the underlettings
- the underleases will begin on the relevant
Review Date and the open market rent will be
payable from that date
4.1.5. "Disregards" are the following matters at the
relevant Review Date that must be disregarded:
4.1.5.1. any effect on rent of the fact that the
Tenant anyone deriving title under the
Tenant or their predecessors in title have
been in occupation of the Property
4.1.5.2. 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
4.1.5.3. any increase in rental value of the Property
attributable at the relevant Review Date to
any improvement to the Property carried out:
- during the Term or during the period
immediately before the beginning of the Term
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- 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
- 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
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 arbitration will be conducted
in accordance with the Arbitration Acts 1950 and 1979
4.2.5. The arbitrator will be appointed by agreement between
the parties or (in the absence of agreement)
nominated by the then President of the Royal
Institution of Chartered Surveyors (or his nominee)
on the application of either party made 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
President 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
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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
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 day 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
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5. REPAIR CLEANING AND DECORATION
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 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 replace any of the fixtures or Plant that become beyond
repair during the Term
5.3 to clean the Property and keep it clean and tidy
5.4 to clean both sides of the windows and window frames in the
Property at least once a month
5.5 to keep any part of the Property not built upon adequately
surfaced in good condition
5.6 to keep all landscaped areas within the Property free from
weeds and properly cultivated
5.7 not to cause any area abutting the Property to be untidy
5.8 in each of the Exterior Decorating Years and in the last year
of the Term to redecorate the exterior of the Building and to
clean the external concrete stone brickwork and blockwork and
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
5.9 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 the interior of the
Building
5.10 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 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
The Tenant covenants with the Landlord:
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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 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
6.5 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
6.6 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)
6.7 not to commit any waste at the Property unless it is permitted
by virtue of a consent under clauses 6.3 and 6.6
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6.8 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 type approved by the Landlord will not be a breach of clause
6.2
7. USE
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 may 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 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 and the insurers 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
7.10 not to carry out on the Property any activity or keep on the
Property any substance or article for which any authorization
license permit consent or other approval is needed from a
government department or local regulatory public or other
authority ("Official Approval") without having:
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- obtained the Landlord's consent
- produced to the Landlord a copy of every application
for Official Approval
- obtained the Official Approval
- 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
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 and
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 the Landlord or (where appropriate) a company
within the Landlord's Group in Adjoining Premises]
whether during or after the expiry of the Term
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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
9.1 Definitions In this Lease:
9.1.1. "Application" means an application from the Tenant
for the Landlord's consent to the Proposed Assignment
9.1.2. "Authorized Guarantee Agreement" means a deed in
the form set out in Schedule 1 with such amendments
(if any) as the Landlord reasonably requires and
being an authorized guarantee agreement as defined
in the 1995 Act, Section 16
9.1.3. "Current Tenant" means the person in whom the Term is
vested at the date of the Application
9.1.4. "Proposed Assignee" means the person stated in the
Application to whom the Current Tenant wishes to
assign this Lease
9.1.5. "Proposed Assignment" means a proposed assignment of
the Property by the Current Tenant to the Proposed
Assignee for which the Landlord's consent is
requested in the Application
9.1.6. "Proposed Guarantor" means the person or persons (if
any) who must not be or include the Current Tenant
stated in the Application who it is proposed will
guarantee to the Landlord the obligations of the
Proposed Assignee
9.2 General covenants
The Tenant covenants with the Landlord:
9.2.1. except to the extent permitted under the subsequent
provisions of this clause not to:
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- part with possession of the Property or any
part of it
- permit another to occupy the Property or any
part of it
- share the occupation of the Property or any
part of it
- 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 1954 Act, section 42) 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
9.2.2. not to assign underlet or charge part only of the
Property
9.2.3. not to assign the whole of the Property without the
consent of the Landlord (such consent not to be
unreasonably withheld) provided that the Landlord
shall be entitled (for the purposes of section 1 9
(1A) of the Landlord and Tenant Act 1927):
9.2.3.1. to withhold its consent in any of the
circumstances set out in clause 9.3.1 and
9.2.3.2. to impose all or any of the matters set out
in clause 9.3.2 as a condition of its
consent and the provisos to this clause
9.2.3 shall operate without prejudice to the
right of the Landlord to withhold such
consent on any other ground or grounds where
such withholding of consent would be
reasonable or to impose any further
condition or conditions upon the grant of
consent where the imposition of such consent
or consents would be reasonable
9.2.4. not to underlet 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 provisions of clause 9.5
9.2.5. not to charge the whole of the Property without the
consent of the Landlord such consent not to be
unreasonably withheld
9.3 Circumstances and conditions
9.3.1. The circumstances referred to in clause 9.2.3.1 are:
9.3.1.1. Where in the reasonable opinion of the
Landlord the Proposed Assignee is not of
sufficient financial standing to enable it
to
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comply with the Tenant's covenants and
conditions contained in this Lease
throughout the Term
9.3.1.2. Where the Proposed Assignee is an associated
company of the Current Tenant
9.3.1.3. Where in the reasonable opinion of the
Landlord the value of the Landlord's
interest in the Property would be diminished
o~ otherwise adversely affected by the
Proposed Assignment on the assumption
(whether or not a fact) that the Landlord
wished to sell its interest the day
following completion of the Proposed
Assignment of this Lease to the Proposed
Assignee;
9.3.1.4. Where the Proposed Assignee enjoys
diplomatic or state immunity [but this
circumstance shall not apply where the
Proposed Assignee is the Government of the
United Kingdom of Great Britain and Northern
Ireland or any department thereof]
9.3.1.5. Where the Proposed Assignee is not resident
in a jurisdiction where reciprocal
enforcement of judgments exists
9.3.2. The conditions referred to in clause 9.2.3.2 are:
9.3.2.1. The execution and delivery to the Landlord
prior to completion of the Proposed
Assignment of an Authorized Guarantee
Agreement
9.3.2.2. The payment to the Landlord of all rents and
other sums which have fallen due under this
Lease prior to the date of the Proposed
Assignment
9.3.2.3. The provision of any requisite consent of
any superior landlord or mortgagee and
confirmation that any lawfully imposed
condition of such consent has been satisfied
9.3.2.4. On a Proposed Assignment to a limited
company the execution and delivery to the
landlord by the Proposed Guarantor prior to
the Proposed Assignment of a deed of
covenant guaranteeing the performance of the
Proposed Assignee in such form as the
Landlord reasonably requires
9.3.2.5. The execution and delivery to the Landlord
prior to the Proposed Assignment of a rent
deposit deed for such sum as the Landlord
may reasonably determine in such form as the
Landlord may reasonably require together
with the payment
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by way of cleared funds of the sum specified
in the rent deposit deed
9.3.2.6. The Application is accompanied by:
- certified copies of the Proposed Assignee's
or Proposed Guarantor's audited accounts for
each of the three financial years
immediately preceding the date of the
Application
- references from:
-- the Proposed Assignee's or Proposed
Guarantor's bankers confirming that
the Proposed Assignee or Proposed
Guarantor is considered good for
the rents payable under this Lease
and
-- if the Proposed Assignee or
Proposed Guarantor is a lessee of
other premises at least one of its
lessors confirming that the
Proposed Assignee or Proposed
Guarantor has been a satisfactory
lessee
- and an undertaking from Solicitors acting
for the Current Tenant or for the Proposed
Assignee or Proposed Guarantor to pay all
costs disbursements and any VAT thereon
which may be properly incurred by the
Landlord in considering the Application
whether or not consent is granted and in
granting consent (if it is granted)
9.3.2.7. If at any time prior to the Proposed
Assignment taking place the circumstances
(or any of them) specified in clause 9.3.1
apply the Landlord may revoke its consent to
the Proposed Assignment by written notice to
the Tenant
9.4 Determinations
9.4.1. Any question of whether or not any of the
circumstances set out in clause 9.3.1 apply in
relation to the Proposed Assignment or as to whether
any of the conditions referred to in clause 9.3.2
should be imposed shall be determined by the Landlord
and if the Landlord determines that any of the
circumstances apply or that any of the conditions
should be imposed the Landlord must give written
notice to that effect to the Tenant and such
notification will be binding on the Tenant unless
within 14 days of the service of the notice the
Tenant serves on the Landlord a counternotice
("Counternotice") requiring the Landlord's
determination to be reviewed by a third party in
accordance with clause 9.4.2
9.4.2. If a Counternotice is served the Landlord's
determination shall be reviewed by an independent
third party acting as an expert and not as an
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arbitrator who shall be agreed or appointed in
accordance with clause 9.4.3 and whose decision shall
be conclusive and binding
9.4.3. The third party must be a Chartered Surveyor with not
less than ten years' post qualification experience
appointed by agreement between the Landlord and the
Tenant or in the absence of such agreement nominated
at the request of either of them by the President for
the time being of The Royal Institution of Chartered
Surveyors (or his duly appointed deputy or anyone
authorized by him to make appointments on his behalf)
9.4.4. The fees payable to the President or any such third
party shall be borne and paid by the Landlord and the
Tenant in such shares and in such manner as the third
party shall determine and failing any such decision
in equal shares (and if one party shall pay all the
fees it shall be entitled to recover from the other
any appropriate share which is due)
9.5 Underletting
9.5.1. Any consent of the Landlord to an underletting of the
whole of the Property will be subject to conditions
that:
9.5.1.1. the undertenant enters into a deed with the
Landlord in which the undertenant covenants
that during the period when the undertenant
is bound by the tenant covenants contained
in the underlease together with any
additional period during which the
undertenant is bound by an authorized
guarantee agreement the undertenant will
observe and perform the provisions of this
Lease (excluding the covenant as to the
payment of rent) and the provisions of the
underlease
9.5.1.2. the underlease 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)
9.5.1.3. the rent is payable in advance on the same
days as rent is payable under this Lease
9.5.1.4. the underlease contains provisions approved
by the Landlord (such approval not to be
unreasonably withheld):
- 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
- 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
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- 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
- for re-entry by the underlandlord on breach
of any covenant by the undertenant
- imposing an absolute prohibition against all
dealings with the Property other than an
assignment or charge of the whole
- prohibiting any assignment of the whole of
the Property without the consent of the
Landlord under this Lease and except on the
basis set out in clauses 9.1 -- 9.5 of this
Lease such provisions being incorporated
into the underlease
- prohibiting any charge of the whole of the
Property without the consent of the Landlord
under this Lease
- 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
- 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
- excluding the provisions of the 1954 Act,
sections 24 -- 28 from the letting created
by the underlease 86
9.5.2. The Tenant covenants with the Landlord:
9.5.2.1. 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) to vary the terms of any
underlease
9.5.2.2. not to agree any reviewed rent with the
undertenant without the approval of the
Landlord such approval not to be
unreasonably withheld
9.5.2.3. not to agree 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
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9.5.2.4. to incorporate as part of its
representations to that third party
representations required by the Landlord
9.5.2.5. to give the Landlord details of every rent
review within twenty-eight days of its
outcome
9.5.2.6. not to grant the underlease or permit the
undertenant to occupy the Property unless an
order has been obtained under the 1954 Act,
section 38(4)
9.5.2.7. not to accept the surrender of or forfeit or
otherwise determine any underlease without
the consent of the Landlord
9.6 Insolvency of covenantors
The Tenant covenants with the Landlord:
9.6.1. to give notice to the Landlord within 14 days if any
person who has entered into covenants with the
Landlord under the provisions of this clause (where
that person has not been released from these
obligations) becomes Insolvent (as defined in clause
13.2) or dies
9.6.2. if requested by the Landlord following the service of
a notice under clause 9.6.1 to procure that within 14
days of the request some other person reasonably
acceptable to the Landlord enters into covenants with
the Landlord in substantially the same form
9.7 Notice to the Landlord of alienation
Within twenty-one days of any assignment charge underlease or
any transmission or other devolution relating to the Property
the Tenant covenants with the Landlord 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 charge for registration of at least L25
10. TENANT'S OTHER COVENANTS
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 service charges 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
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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
10.1.2. if the Landlord loses rating relief because it has
been allowed to the Tenant or any undertenant during
the Term to make good that loss to the Landlord
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 gas
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
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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 work relating to any jointly
used facility
10.4.1.3. to carry out any work to Adjoining Premises
that cannot reasonably be carried out
without access to the Property
10.4.1.4. to take schedules and inventories
10.4.1.5. to exercise any right granted or reserved
to the Landlord by this Lease
10.4.1.6. for any purpose connected with the
insurance of the Property the review of the
Rent or the renewal of this Lease
10.4.1.7. 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
10.4.1.8. to give the Tenant (or leave on the
Property) a notice:
- specifying any breach of covenant by the
Tenant
- specifying any work carried out in breach of
the provisions of this Lease
- 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. immediately to repair clean and decorate the Property
or to carry out other work as required by the notice
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:
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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
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
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
regulatory or other authority or court that relates
to the Property activities carried 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
10.6.4. without prejudice to the generality of the above:-
10.6.4.1. to comply at the Tenant's expense with the
Construction (Design and Management)
Regulations 1994 (" CDM Regulations") and to
be the only client (as defined in the CDM
Regulations) and to fulfil in relation to
all and any works all the obligations of the
client as set out in or reasonably to be
inferred from the CDM Regulations and to
make a declaration
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to that effect to the Health and Safety
Executive in accordance with the Approved
Code of Practice publicized from time to
time by the Health and Safety Commission in
relation to the CDM Regulations and the
provisions of clause 12.2.9 shall apply to
these obligations and
10.6.4.2. at the end of the Term forthwith to deliver
to the Landlord any and all health and
safety files relating to the Property in
accordance with the CDM Regulations
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
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10.12 Keyholders
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 4% 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 fees
charges costs and other expenses 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 Law of Property Xxx 0000 section
146 or incurred in taking or contemplating
proceedings under sections 146 and 147 of
that Act even if forfeiture is avoided
otherwise than by a court order
10.14.1.3. the recovery of Rent or other sums due
from the Tenant
10.14.1.4. enforcing or requiring the Tenant to
remedy a breach of the provisions of this
Lease
10.14.1.5. any steps taken in connection with the
preparation and service of a schedule of
dilapidations during or after the expiry of
the Term
10.14.1.6. the negotiation and grant of this Lease
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
-24-
company) a reasonable sum (plus VAT if payable) for
such advice and 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 this Lease to
view the Property provided they are authorized 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 1954 Act 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 Yield up
at the expiry of the Term:
10.17.1. 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
10.17.2 to give up all keys of the Property to the
Landlord
10.17.2. 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
10.18 Consent to Landlord's release
not to unreasonably withhold consent to a request made by the
Landlord under the 1995 Act, Section 8 for a release from the
landlord covenants of this Lease
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
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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 against damage caused by fire
lightning explosion aircraft (or other aerial device)
or articles failing from them riot civil commotion
malicious persons acts of terrorism earthquake storm
tempest flood bursting and overflowing of water pipes
tanks and other apparatus impact by mechanically
propelled vehicles and any other risks that the
Landlord may decide although:
12.1.1.1. the obligation to insure against any
particular 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):
- temporarily making the Property safe and
protecting any adjoining structures
- debris removal demolition and site clearance
- obtaining planning and all other statutory
and other consents
- architects' surveyors' and other fees
incurred by the Landlord in relation to the
reinstatement
- complying with the requirements of any
statute or of any local public regulatory or
other authority
-26-
- 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
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 next renewal date on the grant of this
Lease or if later on the Insurance Commencement Date
or when demanded
-27-
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 unreasonably withheld)
12.2.8. not to have on the Property anything which is
explosive or specially combustible without having
obtained the approval of the insurer and the Landlord
(the Landlord's approval not to be unreasonably
withheld) and then to comply with any conditions to
which either approval is made subject
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.
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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. Whenever Insured 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
12.3.3. 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 occurs the Landlord covenants
with the Tenant:
12.4.1.1. immediately to notify the insurer of the
damage and to claim all sums due under the
insurance policy
12.4.1.2. to use all reasonable endeavors to procure
the payment by the insurer of all sums
properly due under the policy at the time
and in the manner required by the policy
12.4.1.3. to apply for and use all reasonable
endeavors 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 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
endeavors
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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-out or any other similar circumstances
beyond the control of the Landlord
12.5 Termination
12.5.1. Whenever Insured 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 serve on the other a notice referring
to this clause whereupon this Lease will immediately
come to an end
12.5.2. Termination under the preceding clause will not
affect any rights that either party may have against
the other (including for example any that the Tenant
may have for breach by the Landlord of clause 12.4.1)
and all insurance money received in respect of the
Property will belong to the Landlord.
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
13.1.3. the Tenant has any distress or execution levied on
its goods
13.1.4. the Tenant is Insolvent
13.2 "Insolvent" for the purposes of this Lease means:
13.2.1. in relation to a company any of the following:
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- it is deemed unable to pay its debts as
defined in the Insolvency Xxx 0000 (referred
to in this clause as "the Act") section 123
- a proposal is made for a voluntary
arrangement under Part I of the Act -
- a petition is presented for an
administration order under Part II of the
Act or
- a receiver, administrative receiver or
manager is appointed [under (for example)
Part III of the Act or the Law of Property
Act section 101]
- it goes into liquidation as defined in
section 247(2) of the Act (other than a
voluntary winding up solely for the purpose
of amalgamation or reconstruction of a
solvent company)
- a provisional liquidator is appointed under
section 135 of the Act
- a proposal is made for a scheme of
arrangement under the Companies Xxx 0000
section 425
13.2.2. in relation to an individual any of the following:
- an application is made for an interim order
or a proposal is made for a voluntary
arrangement under Part VIII of the Act
- a bankruptcy petition is presented to the
court or his circumstances are such that a
bankruptcy petition could be presented under
Part IX of the Act
- he enters into a deed of arrangement
- a receiver of the income of the Property is
appointed under the Law of Property Act
section 101
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
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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 operation of the Law of Property Xxx 0000 section
62 is excluded from this letting and the only rights
granted to the 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
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): --
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14.7.1. the provisions of this Lease (including for example
clause 19) 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 to 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 indemnify
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
Whenever this Lease provides for questions to be referred to
or issues to be determined by the Landlord's surveyor:
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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 this
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 dispute and the
views of the parties expressed to him prior to his
determination
14.11.4. he must be an Associate or Fellow of the Royal
Institution of Chartered Surveyors
14.11.5. he must not be an employee of the Landlord or a
company within the Landlord's Group or a partner or
employee of the managing agents
15. NOTICES
15.1 A notice under this Lease must be in writing and unless the
receiving party or its authorized 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:
- where the receiving party is a company incorporated
within Great Britain at its registered office or
- where the receiving party is the Tenant and the
Tenant is not such a company at the Property or
- 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
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 working day whenever
and whether or not it or the confirmatory copy is received
unless the confirmatory copy is returned through the Post
Office undelivered
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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 over 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 1954 Act
section 42(1)
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 "1954 Act" means Part II of the Landlord and Xxxxxx Xxx 0000
(to which clause 16.15.1 applies)
16.8 "1995 Act" means the Landlord and Tenant (Covenants) Xxx 0000
16.9 "Other Buildings" means any building or other structure now
erected on the Adjoining Premises or erected on the Adjoining
Premises during the Term
16.10 "Plan" means the plan or plans annexed to this Lease
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16.11 "Planning Acts" means Town and Country Planning Xxx 0000
Planning (Listed Buildings and Conservation Areas) Xxx 0000
Planning (Consequential Provisions) Xxx 0000 Planning
(Hazardous Substances) Xxx 0000 Planning and Compensation Xxx
0000 and clause 16.15.1 applies
16.12 "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
16.13 "Rent" means the Initial Rent or the rent agreed or determined
under clause 4
16.14 "Tenant" means the Original Tenant until the Original Tenant
is released by the 1995 Act from the tenant's covenants
contained in this Lease and thereafter
16.14.1. the person from time to time is whom the tenant's
interest under this Lease is vested and
16.14.2. any person in whom the tenant's interest under this
Lease has been vested and who has not been released
by the 1994 Act
16.15 "VAT" means value added tax and any tax of a similar nature
substituted for it or in addition to it
16.16 references:
16.16.1. 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
16.16.2. generally to "statute" or "statutes" include
derivative legislation 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
16.16.3. 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
16.16.4. 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
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16.16.5. to the base lending rate are to the base lending rate
of Barclays Bank plc 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
16.17 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
16.18 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
16.19 whenever the Landlord [or] the Tenant [or the 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
16.20 words importing one gender include all genders
16.21 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
16.22 the headings are for locating references in the text and are
not to be taken into account in interpretation
WE CERTIFY that there is no Agreement for Lease to which this Lease
gives effect
SCHEDULE 1
DATED ______________, 199
and
------------------------------------------------------------------
AUTHORIZED GUARANTEE AGREEMENT
Xxxx X00 Xxxxxxx Xxxxx Xxxxxxxx Xxx Xxxxxxx Xxxx Xxxxxx
------------------------------------------------------------------
Xxxxx & Co 00 Xxxxx Xxxx
Xxxxxxxxxx Wl 4BY
Tel: 0000 000 0000
Fax: 0000 000 0000
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AUTHORIZED GUARANTEE AGREEMENT
DATE: The day of 1997
PARTIES:
(1) ("Landlord")
and
(2) ("Tenant")
1. DEFINITIONS AND RECITALS
1.1 This Deed is supplemental to a lease [an underlease] ("the
Lease") dated the [**] and made between (1) [the Landlord] and
(2) [the Tenant] by which the property known as [**] ("the
Property") was demised for a term of[**] years from [and
including] the [**] (" the Term") subject to the payment of
the rent[s] reserved by and the performance of the provisions
of the Lease
1.2 The reversion immediately expectant on the determination of
the Term [remains or is now] vested in the Landlord and the
unexpired residue of the Term [remains or is now] vested in
the Tenant
1.3 The Lease contains provisions prohibiting the Tenant from
assigning the Property without the consent of the Landlord
such consent not to be unreasonably withheld in certain
circumstances and further provides that any consent will be
subject to a -condition that the Tenant enters into an
authorized guarantee agreement as defined in the Landlord and
Tenant (Covenants) Xxx 0000 ("xxx 0000 Xxx")
1.4 The Landlord has agreed (at the request of the Tenant) to
grant a license to the Tenant to assign its estate and
interest in the property to of [**] ("Assignee") subject to
the Tenant and the Assignee entering into a formal license in
the form required by the Landlord and the Tenant entering into
this Authorized Guarantee Agreement
1.5 All terms defined in the Lease have the same meanings when
used in this deed except where the contrary appears
2. AUTHORIZED GUARANTEE AGREEMENT
2.1 This Deed is an authorized guarantee agreement as defined in
the 1995 Act, section 16
2.2 Nothing in this Deed imposes on the Tenant:
- any requirement to guarantee the performance under
the Lease of any person other than the Assignee or
- any liability restriction or other requirement (of
whatever nature) in relation to any time after the
Assignee is released by the Act from its obligations
under the Lease
3. TENANT'S COVENANTS
The Tenant covenants with the Landlord and (without the need for any
express assignment) with all of its successors in title:
3.1 if the Assignee does not pay the Rent or any other sum due
under the Lease on the date on which it is due to pay to the
Landlord on demand the Rent or other sum
3.2 if the Assignee is in breach of any provision of the 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
3.3 in addition to the obligations set out in clauses 3.1 and 3.2
and if the Lease is disclaimed by the Assignee's trustee in
bankruptcy or liquidator:
3.3.1. 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 the Lease for the
period beginning on the date of disclaimer and ending
on the earliest of:
- the date upon which the Property is re-let
- the expiry of the Term
- the expiry of the period of [one year] beginning on
the date of the disclaimer or
3.3.2. 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 of the Lease to
have been payable at the time of disclaimer) and upon
the same terms as those contained in the Lease with
all provisions of a periodical nature (including for
example those relating to review of the Rent)
expressed to apply on the actual dates that would
have applied if the Lease had not been disclaimed and
S-2
3.3.3. to pay the costs of the Landlord incurred in relation
to the disclaimer and where appropriate the grant of
the lease to the Tenant
4. APPLICATION OF TENANT'S COVENANTS
4.1 the Landlord grants any time or indulgence to the Assignee or
fails to enforce payment of the Rent or any other sum or the
performance of the terms of the Lease
4.2 the Landlord refuses to accept the Rent tendered when the
Landlord was entitled (or would after the service of a notice
under the Law of Property Xxx 0000, section 146 be entitled)
to re-enter the Property
4.3 the terms of the Lease are varied except where the variation
is a relevant variation as defined in the 1995 Act, section
18(4)
4.4 a revised Rent has been agreed or determined under clause 4 of
the Lease [including any stepped rent phased rent or other
rental formula that may be agreed]
4.5 the Assignee surrenders part of the Demised Premises and where
this happens the liability of the Tenant under the Lease
continues for the part of the Demised Premises not surrendered
after making any necessary apportionments under the Law of
Property Xxx 0000, section 140
4.6 the Tenant would have been released by any other event
5. DURATION OF THE TENANT'S COVENANT
5.1 [The obligations of the Tenant set out in clause 3 above apply
for the period beginning on the date upon which the Property
is assigned to the Assignee and ending on the date upon which
the Assignee is released by the Act from its obligations under
the Lease]
5.2 [The Landlord covenants with the Tenant that it will notify
the Tenant in writing within [**] days of the Assignee being
released by the 1995 Act from its obligations under the Lease]
6. [RECOVERY OF PAYMENTS
6.1 The Landlord covenants that before attempting to recover any
such payment as is described in clause 6.2 from the Tenant it
will serve on the Tenant a notice as if that payment was a
fixed charge under the 1995 Act
S-3
6.2 The payment referred to in clause 6.1 is any amount payable in
respect of any breach of covenant by the Assignee which:
6.2.1. has been finally determined by a court or in binding
arbitration; or
6.2.2. has been agreed between the Landlord and the
Assignee]
6.3 The notice in respect of the payments referred to in clause
6.2 shall be in the form prescribed by section 27 of the 1995
Act with such variations as may be appropriate to the
circumstances
6.4 The Tenant shall not be liable for any of the payments
referred to in clause 6.2 unless within the period of six
months of the payment being determined or agreed the Landlord
serves on the Tenant a notice under this clause]
SIGNED as a deed but not delivered until the date of this Agreement by
SIGNED as a deed but not )
delivered until the date of )
this Agreement by )
)
acting by )
[___________________] )
SIGNED as a deed but not )
delivered until the date of )
this Agreement by )
)
acting by )
[___________________] )
S-4
