EXHIBIT 1O.29
DATED 24 November 2000
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(1) XXXXXX CONSUMER PRODUCTS LIMITED
-and-
(2) PIVOTAL CORPORATION LIMITED
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LEASE
of
Ground floor premises Altus 000
Xxxxxxxxxx Xxxxx, Xxxxxx
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Commences 24 November 2000
Term 5 years
Expires 23 November 2005
CONTENTS
1. PARTICULARS.............................................................1
2. DEFINITIONS AND INTERPRETATION..........................................2
3. DEMISE RENT AND RENT REVIEW.............................................7
4. TENANT'S COVENANTS......................................................8
5. LANDLORD'S COVENANTS...................................................27
6. INSURANCE..............................................................28
7. PROVISOS...............................................................30
SCHEDULE 1................................................................36
Part 1.................................................................36
Premises...............................................................36
Part 2.................................................................36
Easements and rights granted...........................................36
Part 3.................................................................37
Exceptions and reservations............................................37
Part 4.................................................................38
Matters to which the Premises are subject..............................38
SCHEDULE 2................................................................40
Part 1.................................................................40
Building Service Charge................................................40
Part 2.................................................................43
Services...............................................................43
SCHEDULE 3................................................................46
Guarantee provisions...................................................46
SCHEDULE 4 ...............................................................49
Requirements of authorised guarantee agreement.........................49
THIS LEASE is made on
BETWEEN the Landlord the Tenant and the Guarantor named in the Particulars
hereunder
WITNESSES as follows:
1. PARTICULARS
Landlord: XXXXXX CONSUMER PRODUCTS LIMITED (company number 118284
England) whose registered office is at Toft Hall, Xxxxxx
Xxxxxx Xxxx, Xxxx, Xxxxxxxxx XX00 0XX
Tenant: PIVOTAL CORPORATION LIMITED (company number 03399429
England) whose registered office is at Xxxxxxxx House, 000
Xxxxxxxx, Xxxxx Xxxxxxxx, Xxxxxxxxxxxxx XX0 0XX
Premises: the premises shortly known as ground floor premises Altus
000 Xxxxxxxxxx Xxxxx, Xxxxx shown for identification edged
red on plan E measuring 10,290 square feet in accordance
with the RICS Code of Measuring Practice (4th) Edition
Building: the Landlord's building known as 475 Capability Green
Term: A term of years from and including 24 November 2000 until 23
November 2005
Rent Commencement
Date: means the date falling six months after the Possession Date
Rent: One hundred and eighty eight thousand and eighty-two pounds
((pound)188,082) per annum (exclusive of VAT)
Possession
Date: 24 November 2000
Permitted Use: use of the Premises as offices within Class B1 of the
Schedule to the Town and Country Planning (Use Classes)
Order 1987
2. DEFINITIONS AND INTERPRETATION
2.1 Definitions
In this lease wherever the context so admits the following expressions
shall have the following meanings respectively:
"1995 Act" means the Landlord and Tenant (Covenants) Xxx 0000
"Apparatus" means all lifts lift shafts escalators water treatment
plant boilers heating and ventilation systems generators and all other
plant machinery and equipment belonging to or in the control of the
Landlord in or about or serving the Building including (without
prejudice to the generality of the foregoing) the Conduits
"Approval Date" means in relation to an application to the Landlord
for consent hereunder the date on which such consent is formally
granted in writing
"Building" means the building so stated in the Particulars shown edged
with a red line on Plan A including the outbuildings and car parks and
the landscaped areas and service areas within the curtilage thereof as
the same is for identification shown edged with a blue line on Plan A
together with all landlord's buildings structures additions
improvements fixtures and fittings from time to time therein
thereunder or thereon and forming part of such building and the
appurtenances thereof
"Building Service Charge" shall have the meaning ascribed thereto in
schedule 2
"Common Parts" means the entrance halls ground floor reception area
corridors landings lifts lift shafts escalators staircases and all
other areas or parts of the Building which from time to time during
the Term are provided by the Landlord for common use and enjoyment by
the tenants and occupiers of the Building and all persons expressly or
by implication authorised by them
"Conduits" means all wires pipes sewers drains cables ducts shafts
gullies flues gutters watercourses soakaways and other like conducting
media of whatsoever nature (including all meters and other apparatus
used in connection with them) which now are or may hereafter during
the Perpetuity Period be laid within and serving the Premises or the
Estate
"Decorate" means to paint repaper or otherwise treat as the case may
be all surfaces usually or requiring to be so treated having first
prepared such surfaces by stripping off and priming as may be
necessary and to wash down all washable surfaces and to restore point
and make good all brickwork where necessary and to grain or varnish
any parts usually so protected all decoration being carried out with
good quality materials and in a good and workmanlike manner and where
painting is involved not less than two coats being applied
"Environmental Protection Act" means the Environmental Protection Xxx
0000 and any Act or Acts amending replacing or modifying such Act for
the time being in force or of a similar nature and all orders and
regulations thereunder for the time being in force
"Estate" means such land and buildings as the Superior Landlord shall
from time to time designate as Capability Green, Luton Hoo,
Bedfordshire the extent of which at the date hereof is shown for
identification purposes only edged green on Plan B
"Estate Common Parts" has the meaning given to it in the Head Lease
"Estate Regulations" means such reasonable rules and regulations as
the Superior Landlord and/or the Management Company may from time to
time prescribe in writing in relation to the Estate or any part
thereof
"Estate Service Charge" means the sum or sums as shall from time to
time become or be payable by the Landlord in respect of the Estate
Common Parts under the provisions of the Head Lease
"Excluded Buildings" means the demised premises and the other
buildings erected or to be erected on the Phase which are let or
intended to be let to an occupational tenant
"Group Company" means a company which is a member of the same group of
companies as the Tenant (as defined in section 42 of the Landlord and
Xxxxxx Xxx 0000 (as amended))
"Guarantor" means the party (if any) stated as such in the Particulars
and includes any other person who may from time to time guarantee all
or any of the Tenant's obligations under this Lease
"Head Lease" means the lease dated 19 November 1990 and made between
the Lygtun Limited (1) and Landlord (2)
"Insured Risks" has the meaning given to it in the Head Lease
"Landlord" means the person for the time being entitled to the
reversion immediately expectant on the determination of the Term
(being at the date hereof the party stated as such in the Particulars)
"Landlord's Surveyor" means any person appointed by or acting for the
Landlord including an employee of the Landlord to perform the function
of a surveyor for any purposes of this Lease
"Lease" means this Lease (including any schedule hereto) and any
document which is supplemental hereto or which is collateral herewith
or which is entered into pursuant to or in accordance with the terms
hereof
"Management Company" means Lygtun Management Limited or such other
company as may from time to time provide services in respect of the
Phase and/or the Estate
"Particulars" means the particulars in clause 1
"Permitted Use" means the use stated as such in the Particulars
"Perpetuity Period" means the period of 80 years commencing on the
date of the Head Lease being the perpetuity period for the purposes of
section I of the Perpetuities and Accumulations Xxx 0000 applicable to
this Lease
"Phase" means that part of the Estate known as Phase 400 Capability
Green upon which the demised premises are situate which is for the
purposes of identification only shown edged yellow on Plan D
"Phase Common Parts" has the meaning given to it in the Head Lease
"Phase Service Charge" means the sum or sums as shall from time to
time become or be payable by the Landlord in respect of the Phase
Common Parts under the provisions contained in Head Lease
"Plan A" means the drawing attached hereto marked "Plan A"
"Plan B" means the plan attached hereto marked "Plan B"
"Plan C" means the plan attached hereto marked "Plan C"
"Plan D" means the plan attached hereto marked "Plan D"
"Plan E" means the plan attached hereto marked "Plan E"
"Planning Acts" means the Town and Country Planning Xxx 0000 the
Planning (Listed Buildings and Conservation Areas) Xxx 0000 the
Planning (Hazardous Substances) Xxx 0000 the Planning (Consequential
Provisions) Xxx 0000 and the Planning and Compensation Xxx 0000 and
any Act or Acts amending replacing or modifying any of such Acts for
the time being in force or of a similar nature and all orders and
regulations thereunder for the time being in force
"Premises" means the premises so stated in the Particulars and as more
particularly described in part 1 of schedule 1 and each and every part
thereof together with all additions alterations and improvements
thereto which may be carried out during the Term and shall also
include all landlord's fixtures and fittings from time to time in and
about the same
"Rent Commencement Date" means the date stated as such in the
Particulars
"Rent Days" means 25 March 24 June 29 September and 25 December in
each year and "Rent Day" shall mean any of such days as the context
requires
"Retained Parts" means those parts of the Building which are from time
to time retained by the Landlord and used for the management
maintenance or security of the Building
"Stipulated Rate" means in relation to interest the rate per annum of
four per cent above the base rate from time to time of Barclays Bank
Plc (or where such base rate is not quoted over such other rate as
would in the reasonable opinion of the Landlord be the nearest
equivalent thereto if such base rate were quoted)
"Structure" means the foundations external walls (including the
windows and window frames therein) load bearing walls supporting
columns stanchions beams supports timbers and girders floors roofs and
other structural parts of the Building
"Superior Landlord" means Pillar Property Plc
"Tenant" means the party stated as such in the Particulars and shall
include such party's successors in title to this Lease
"VAT" means value added tax or any tax of a similar nature that may be
substituted for it or levied in addition to it
2.2 Interpretation
In this Lease unless there be something in the subject or context
inconsistent therewith:
2.2.1 Where the expressions the "Tenant" or the "Guarantor" (if any)
include two or more persons they shall include the plural number
and obligations expressed or implied to be made by or with any
of such persons shall be deemed to be made by or with such
persons jointly and severally
2.2.2 Any covenant by the Tenant not to do or omit to do an act or
thing shall be deemed to include an obligation not to permit or
suffer such act or thing to be done or omitted to be done as the
case may be
2.2.3 Any reference to parting with possession shall be deemed to
include sharing possession and any occupation whatsoever by a
licensee
2.2.4 Any reference in this Lease to the Landlord's consent shall
include where necessary under the terms of the Head Lease the
consent of both the Landlord and the Superior Landlord
2.2.5 Any references to a right exercisable by the Landlord shall
include where necessary the exercise of such right by the
Superior Landlords and all persons authorised by the Landlord or
Superior Landlord
2.2.6 Any reference to a statute shall include any statutory extension
or modification or re-enactment of such statute and any order
instrument plan regulation permission or direction made or
issued thereunder
2.2.7 Words importing the singular meaning shall include the plural
meaning and vice versa and words importing the masculine
feminine and neuter genders shall include the other or others of
such genders
2.2.8 The clause and paragraph headings and the index are for
convenience only and shall not affect the construction of this
Lease
2.2.9 For the avoidance of any doubt expressions used in the
Particulars shall have the same meanings when used elsewhere in
this Lease
2.2.10 Any reference to a clause paragraph or schedule shall be a
reference to the clause or paragraph of or schedule to this
Lease so numbered
3. DEMISE RENT AND RENT REVIEW
3.1 Demise and rent
In consideration of the rents hereinafter reserved and of the
covenants and conditions hereinafter contained the Landlord hereby
3.1.1 demises unto the Tenant all that the Premises
3.1.2 together with so far as the Landlord can grant the same the
rights contained or referred to in part 2 of schedule 1
3.1.3 except and reserving as provided in part 3 of schedule 1
3.1.4 to hold the same subject to and (insofar as the Landlord has the
power to grant the same) with the benefit of the matters
referred to in part 4 of that schedule
3.1.5 unto the Tenant for the Term yielding and paying to the Landlord
yearly during the Term and so in proportion for any less period
than a year without any deduction
3.1.5.1 the clear yearly rent (exclusive of VAT) such rent (if
the Landlord so requires) to be paid by banker's standing
order direct debit or other accepted means for the
transmission of money which the Landlord may from time to
time reasonably nominate by equal quarterly payments in
advance on the four Rent Days in every year the first
payment (for the period beginning on the Rent
Commencement Date and ending on the day preceding the
next succeeding Rent Day and calculated by multiplying
the said yearly rent by the fraction of which the
numerator is the number of days between those dates (both
included) and the denominator is 365) to be made on the
Rent Commencement Date
3.1.5.2 by way of additional rent all such monies as shall become
payable in accordance with clause 4.3
3.1.5.3 by way of additional rent all such monies as shall become
payable in accordance with clause 4.4
3.1.5.4 by way of additional rent within seven days of written
demand all other amounts (including VAT) payable to the
Landlord under this Lease
3.1.5.5 within seven days of written demand any other sums or a
proportion thereof (to be determined by the Landlord
acting reasonably) payable by the Landlord to the
Superior Landlord in respect of the Premises under the
terms of the Head Lease
4. TENANT'S COVENANTS
The Tenant hereby covenants with the Landlord as follows:
4.1 Rent
To pay the several rents reserved by this Lease at the times and in
manner aforesaid without any deductions and not to exercise or seek to
exercise any right or claim to withhold rent or any right or claim to
legal or equitable set-off the first payment of such rents to be paid
on the Rent Commencement Date in respect of the period from the Rent
Commencement Date to the next succeeding Rent Day
4.2 Outgoings
4.2.1 To bear pay and discharge and indemnify the Landlord against all
existing and future rates taxes duties levies charges
assessments impositions and outgoings whatsoever whether
parliamentary parochial local or of any other description and
whether or not of a capital or non-recurring nature which are
now or may at any time hereafter during the Term be charged
levied assessed or imposed upon or payable in respect of the
Premises or any part thereof or upon any owner or occupier or
other person interested in respect thereof except any taxation
(including input VAT suffered by the Landlord in respect of the
Building save where this is recoverable from the Tenant under
the service charge provisions of this Lease) assessed upon the
Landlord in respect of its revenue derived from its reversionary
interest in the Premises or any dealing by it therewith
4.2.2 To be solely responsible for and promptly to pay all costs and
charges for water gas electricity telephone and any other
services used or consumed in the Premises including all meter
rents and standing charges but so that the Landlord shall not be
responsible for any interruption or failure in the supply of any
such services where such failure or interruption is beyond its
control
4.3 Interest on arrears
If and whenever the Tenant shall fail to pay the rents or any other
monies due under this Lease on the due date (whether formally demanded
or not) or the Landlord shall with good reason refuse to accept the
same then (without prejudice to any other right or remedy of the
Landlord including the right of re-entry hereinafter contained) the
Tenant shall pay to the Landlord (whether formally demanded or not)
interest at the Stipulated Rate on such rents or other monies as the
case may be from the date when the same became due until payment
thereof (as well after as before judgment)
4.4 Service charges
4.4.1 To pay to the Landlord the Building Service Charge in accordance
with schedule 2
4.4.2 To pay to the Landlord 50% of the Estate Service Charge
4.4.3 To pay to the Landlord 50% of the Phase Service Charge
4.5 Repairs
4.5.1 To at all times during the Term well and substantially repair
cleanse maintain renew (in so far as it falls within the
Tenant's obligations hereunder) (if necessary) and keep the
Premises in good and substantial repair and condition with all
manner of reparations cleansing and amendments whatsoever
4.5.2 To keep in good and safe repair all Conduits exclusively serving
the Premises and to indemnify the Landlord against all liability
howsoever arising from any failure to repair or the misuse or
overloading of any Conduits serving the Premises by the Tenant
4.5.3 To maintain in good and serviceable repair and condition the
Landlord's and Superior Landlord fixtures and fittings in or
upon the Premises and to replace such of them as may become worn
out lost unfit for use or destroyed by substituting others of a
like or more modem nature and of good quality
4.5.4 To repair and make good all defects decays and wants of repair
in respect of the Premises of which notice in writing shall be
given by the Landlord to the Tenant and for which the Tenant may
be liable hereunder within one calendar month after the giving
of such notice provided that in the case of default by the
Tenant it shall be lawful for (but not obligatory upon) the
Landlord (but without prejudice to the right of re-entry
hereinafter contained or other rights of the Landlord with
regard thereto) to enter upon the Premises and make good such
defects decays and wants of repair and the proper cost thereof
and all proper expenses (including surveyors' and other
professional fees) together with interest thereon at the
Stipulated Rate from the date of expenditure by the Landlord
until payment by the Tenant as well after as before judgment
shall be a debt due from the Tenant to the Landlord and be
forthwith recoverable by action
4.5.5 To keep the Premises clean and in a neat and tidy condition and
keep all rubbish and waste in enclosed receptacles on the
Premises or where the Landlord reasonably directs and to empty
the same at least once a week and
to ensure that vehicles parked in the car parking areas are left
so as not to cause obstruction to other users
4.5.6 To clean as often as may be requisite the inside of the window
panes and frames of the Premises
4.6 Decoration
In the last year of the Term howsoever determined and in such last
three months in a tint or colour to be approved by the Landlord's
Surveyor (such approval not to be unreasonably withheld or delayed) to
Decorate the Premises
4.7 Alterations
4.7.1 Not to cut injure maim remove or alter the Structure or any part
thereof nor to merge the Premises with any adjoining premises
4.7.2 Not to make any alteration or addition (whether structural or
non-structural) to the exterior of the Premises
4.7.3 Not to make any internal non-structural alteration or addition
whatsoever of in or to the Premises except
4.7.3.1 with the prior written consent of the Landlord (which
shall not be unreasonably withheld or delayed)
4.7.3.2 subject to such reasonable terms and conditions
(including provision for reinstatement at the Tenant's
cost on the expiration or sooner determination of the
Term) as the Landlord may require
4.7.3.3 in accordance with drawings and specifications previously
submitted in triplicate to and approved in writing by or
on behalf of the Landlord (such approval not to be
unreasonably withheld or delayed) and
4.7.3.4 after having obtained and supplied to the Landlord and
Superior Landlord copies of all requisite consents
licences and permissions for the carrying out of such
works from any local public or other authority or body
4.7.3.5 the Tenant shall comply with the procedures relating to
any such application contained in the Estate Regulations
4.7.4 Not to make or carry out any alteration addition or extension to
any of the water gas electricity and other public utility
service systems serving the Premises except with the prior
written consent of the Landlord (which shall not be
unreasonably withheld, or delayed) and in accordance with the
relevant codes of practice of the statutory undertaker concerned
and to supply to the Landlord and Superior Landlord upon request
an adequate drawing or drawings showing the actual position of
all pipes wires cables and other services within the Premises
installed amended or extended by the Tenant
4.7.5 In the event of the Tenant failing to observe the covenants
referred to in this clause 4.7 and failing to take all
reasonable steps to remedy any such breach within 15 days of
receipt of a written notice from the Landlord requiring the
Tenant to remedy the breach it shall be lawful for the Landlord
and its agents or surveyors with or without workmen and others
and all persons authorised by the Landlord with any necessary
materials and appliances to enter upon the Premises at all
reasonable times and remove any alterations or additions and
execute such works as may be necessary to restore the Premises
to their former state and the cost thereof and all expenses
(including surveyors' and other professional fees) together with
interest thereon at the Stipulated Rate from the date of
expenditure by the Landlord until payment by the Tenant as well
after as before judgment shall be a debt due from the Tenant to
the Landlord and be forthwith recoverable by action
4.8 Entry
To permit the Landlord and its agents and all persons authorised by
them with or without workmen and appliances at all reasonable times
and upon giving not less than 48 hours written notice (except in an
emergency) to enter the Premises
4.8.1 to examine the state of repair and condition thereof
4.8.2 to check and take inventories of the Landlord's fixtures and
fittings and the plant machinery and equipment therein
4.8.3 to repair and maintain or execute any work upon the Building or
any part thereof or any landlord's fixtures and fittings or the
Apparatus therein (including the installation of additional or
the extension of existing plant machinery equipment services
utilities and systems) or to cleanse empty repair or renew any
Conduits which are not the responsibility of the Tenant under
this Lease or for the provision of any of the Services referred
to in schedule 2 all physical damage occasioned thereby to the
Premises being made good as soon as possible
4.8.4 for any other purpose (including measurement and inspection in
relation to any rent review hereunder) connected with the sole
charge or other dealing with the interest of the Landlord in the
Premises
4.8.5 to exercise the rights herein excepted and reserved
4.9 Use
4.9.1 Subject always to the following provisions of this clause 4.9
not to use the Premises otherwise than for the Permitted Use and
in accordance with the requirements and conditions of any
planning permission authorising such use from time to time
4.9.2 Not to do on the Premises anything which may be illegal or
immoral or a nuisance or annoyance or cause danger or injuryor
damage to the Landlord or any tenant or any neighbouring owner
or occupier and to pay all proper costs charges and expenses
incurred by the Landlord in abating a nuisance and in executing
such works as may be required to xxxxx a nuisance in obedience
to any notice served upon the Landlord by the local authority or
competent statutory undertaker in respect of or incidental
to the Premises or the use thereof
4.9.3 Not to use the Premises for any noxious noisy or offensive trade
or business and not to hold any sale by auction or public show
nor keep any live animals or birds on the Premises and not to
allow on the Premises anything which is or may become dangerous
offensive combustible inflammable radioactive or explosive
4.9.4 Not to trade or display goods outside the Premises nor to cause
any obstruction outside the Premises
4.9.5 Not to use on the Premises any machine (other than machinery
normally associated with the Permitted Use and which where
appropriate shall be mounted so as to minimise noise and
vibration) without the written consent of the Landlord and not
to use on the Premises any machinery or sound reproduction or
amplifying equipment which shall be noisy or cause vibration or
be a nuisance disturbance or annoyance to the Landlord or the
owners and/or occupiers of any adjoining or neighbouring
premises
4.9.6 Not to do anything which imposes any excessive load or strain on
the Premises or any part thereof
4.9.7 Not to suffer or permit any person to reside or sleep on the
Premises
4.9.8 Not to discharge anything into the Conduits serving the Premises
which is corrosive or harmful or which causes or may cause any
obstruction or deposit therein
4.9.9 Not to commit any waste upon or to the Premises
4.9.10 Not to use the Premises as an office for a government agency or
other public authority which would involve the attendance threat
of members of the public for the purpose of seeking employment
or enrolling for or collecting any statutory social security
health insurance or other benefit payment or applying for or
collecting any licence passport certificate or similar document
or paying threat any tax imposition or other financial liability
4.9.11 If the Premises are continually unoccupied for more than one
month to provide security and caretaking arrangements to afford
the Premises reasonable protection against vandalism theft or
unlawful occupation
4.9.12 To use reasonable endeavours to keep the Premises at a
temperature sufficiently high to prevent freezing of water in
any Conduits
4.9.13 Not to obstruct others lawfully using the Common Parts and/or
the Estate and to use the same in a reasonable manner and in
accordance with any
reasonable regulations made by the Landlord or Superior
Landlord or Management Company from time to time in regard
thereto
4.9.14 Not to park or cause to be parked or permit to be parked any
vehicle on the roads paths or fire escapes on the Estate and
will not obstruct or cause to be obstructed or (so far as lies
within the reasonable control of the Tenant PROVIDED THAT the
Tenant shall in any event use all reasonable endeavours to
ensure that any person doing business with the Tenant and their
servants and xxxxxxx shall comply with this covenant) permit to
be obstructed any fire escape path whether by the standing
parking or storage of vehicles goods or merchandise thereon or
in any other way whatsoever and will not obstruct or permit or
suffer the obstruction of any forecourt or other open area on
any part of the Estate (including in particular without
prejudice to the generality of the foregoing the service roads
of the Estate whether by standing parking or storage of
vehicles goods or merchandise thereon or in any way whatsoever
4.10 Alienation
4.10.1 Not to assign underlet or charge part only of the Premises
4.10.2 Save for an underletting in accordance with the succeeding
provisions of this clause not to underlet the whole or any part
of the Premises or to part with possession of or share
occupation of the whole or any part of the Premises and not to
permit any person deriving title under the Tenant by way of
permitted underlease so to do in respect of the Premises
4.10.3 Not under any circumstances to create or permit the creation of
any interest derived out of this Lease whether mediate or
immediate and however remote or inferior
4.10.3.1 at a fine or premium or other capital sum (and so that
no such fine premium or other capital sum shall be
taken)
4.10.3.2 except at a rent which is not less than the open
market rental value of the Premises
4.10.3.3 except on terms which prohibit the commutation of rent
4.10.4 Not to assign part with possession or charge the whole of the
Premises nor permit any person deriving title under the Tenant
so to do without the prior written consent of the Landlord
which shall not be unreasonably withheld or delayed but so that
for the purposes of section 19(1A) of the Landlord and Xxxxxx
Xxx 0000 (as amended by the 0000 Xxx) it is agreed that it
shall be reasonable for the Landlord to withhold consent to
an assignment of the whole of the Premises unless:
4.10.4.1 the assignee is not a Group Company
4.10.4.2 the assignee shall by deed enter into a direct
covenant with the Landlord and Superior Landlord to
observe and perform the covenants and provisions of
and to pay the rents reserved by this Lease for
(subject to the provisions of the 0000 Xxx) the
remainder of the Term and a guarantor or guarantors
acceptable to the Landlord (if more than one jointly
and severally) shall if the Landlord reasonably
requires enter into a covenant and guarantee with and
to the Landlord in the terms set out in schedule 3 as
if references therein to the "Tenant" were references
to the assignee and
4.10.4.3 the Tenant shall if reasonably required by the
Landlord by deed enter into an authorised guarantee
agreement in respect of the assignee which shall
satisfy the requirements set out in schedule 4 and
4.10.4.4 each person who is guarantor of the Tenant under this
Lease immediately prior to the assignment shall enter
into a guarantee in the same terms (mutatis mutandis)
as schedule 3 in respect of the liability of the
Tenant under any authorised guarantee agreement and
4.10.4.5 at the Approval Date no Rent or other monies due to
the Landlord under this Lease are unpaid and
4.10.5 Subject as aforesaid not to underlet the whole of the Premises
without the prior written consent of the Landlord (which shall
not be unreasonably withheld or delayed)
4.10.6 To procure in the case of any permitted underletting of the
Premises (whether mediate or immediate) that on or before the
grant of the relevant underlease:
4.10.6.1 the underlessee shall covenant with the Landlord by
deed to observe and perform the Tenant's covenants and
conditions in this Lease (except the covenant to pay
rent) (so far as the same relate to the part of the
Premises comprised in the underlease) and those of the
underlessee in the relevant underlease
4.10.6.2 if the Landlord shall so reasonably require a
guarantor or guarantors acceptable to the Landlord
shall covenant (if more than one jointly and
severally) with the Landlord to guarantee the
observance and performance by the underlessee of its
covenants to be contained in such underlease
such guarantee to be given (mutatis mutandis) in the
form of the provisions contained in schedule 3
4.10.7 To procure that any permitted immediate or mediate underlease
is in a form approved by the Landlord (such approval not to be
unreasonably withheld or delayed) and in particular contains:
4.10.7.1 covenants by the underlessee with the underlessor
prohibiting the underlessee from doing or allowing
any act or thing on or in relation to the premises
demised by such underlease inconsistent with or in
breach of the Tenant's obligations in this Lease
4.10.7.2 a condition for re-entry by the underlessor on breach
of any covenant by the underlessee
4.10.7.3 the same restrictions on assignment underletting
parting with possession and sharing of occupation
and the same provisions for direct covenants and
registration as in this Lease
4.10.7.4 a prohibition on any assignment of the whole of the
premises demised by the underlease without the
consent of the Landlord
4.10.7.5 an agreement duly authorised by an order of a court
of competent jurisdiction excluding in relation to
that underlease the provisions of sections 24 to 28
of the Landlord and Xxxxxx Xxx 0000 (as amended)
or any modification or re-enactment thereof
4.10.8 To enforce performance by every such underlessee of the
covenants and conditions in the underlease and not to release
or waive any such covenants or conditions without the
Landlord's consent
4.10.9 Upon every application for consent required by this clause to
disclose to the Landlord such information as to the terms
proposed as the Landlord may reasonably require
4.10.10 Not to enter into any variation of the terms of any underlease
without the Landlord's consent nor to accept a surrender of
the same in respect of part only (as opposed to the whole) of
the premises underlet
Provided that the Tenant may share occupation of the Premises with any
Group Company on condition that the sharing shall not create a new
relationship of landlord and tenant and that on any occupier ceasing
to be a Group Company the occupation shall immediately cease or be
otherwise documented in accordance with this clause.
4.11 Registration of documents
4.11.1 Within one month after any assignment or underlease or any
transmission or other devolution relating to the Premises or
any part thereof to give notice thereof to the Landlord's
and Superior Landlord solicitor and to furnish him with a
certified copy of any document relating thereto and to
pay to the Landlord's solicitor a reasonable fee (not being
less than (pound)30) plus VAT thereon together with any
Superior Landlords fee
4.11.2 To supply to the Landlord within 14 working days of written
request the names and addresses of any tenant deriving title
from the Tenant (whether mediately or immediately) together
with details of the rent payable by any such tenant and the
other terms of such tenancy
4.11.3 To supply to the Landlord any details required by the Landlord
pursuant to section 40 of the Landlord and Xxxxxx Xxx 0000
4.12 Compliance with statutes
To comply in all respects with and in a proper and workmanlike manner
to execute all works required under the provisions of all statutes for
the time being in force and the directions of any competent authority
relating to the Premises or any part thereof or the use thereof or
anything contained therein or the employment therein of any person or
persons and not to do or knowingly omit or suffer to be done or
omitted on or about the Premises any act or thing by reason of which
the Landlord may under any enactment incur or have imposed upon it or
become liable to pay any levy penalty damages compensation costs
charges or expenses and to indemnify and keep indemnified the Landlord
against all claims demands costs expenses and liability in respect of
any breach of the foregoing
4.13 Planning/environmental matters
4.13.1 Not to apply for planning permission in respect of the
Premises without the Landlord's prior written consent
(not to be unreasonably withheld or delayed) and if the
Landlord attaches reasonable conditions to any such consent
not to apply for any planning permission except in accordance
with those reasonable conditions
4.13.2 At all times during the Term to comply with the provisions and
requirements of the Planning Acts and of any planning
permissions (and the conditions thereof) relating to or
affecting the Premises or the use thereof or any operations
works acts or things carried out executed done or omitted
thereon and to keep the Landlord indemnified in respect
thereof
4.13.3 Subject to clause 4.13.1 as often as occasion requires during
the Term at the Tenant's expense to obtain and if appropriate
renew all planning permissions and serve all notices required
under the Planning Acts for the carrying out by the Tenant of
any operations or the institution or continuance by the Tenant
of any use of the Premises or any part thereof
4.13.4 To pay and satisfy any charge imposed during the Term under
the Planning Acts in respect of the carrying out or
maintenance by the Tenant of any such operation or the
institution or continuance by the Tenant of any such use as
aforesaid
4.13.5 Notwithstanding any consent which may be granted by the
Landlord under this Lease not to carry out or make any
alteration or addition to the Premises or any change of use of
the Premises (being an alteration or addition or change of use
prohibited by or for which the Landlord's consent is required
under this Lease and for which a planning permission is
needed) before a planning permission for such alteration
addition or change of use has been produced to the Landlord
(acting reasonably) as satisfactory provided that the Landlord
may refuse to express such satisfaction if the period of such
permission or anything contained in or omitted from it will
in the reasonable opinion of the Landlord's Surveyor be likely
to prejudice the Landlord's interest in the Premises either
during the Term or on or after the expiration or earlier
determination of the Term
4.13.6 Unless the Landlord otherwise directs in writing to carry out
and complete before the expiration or earlier determination of
the Term any work required to be carried out to the Premises
as a condition of any planning permission granted during
the Term whether or not the date by which the planning
permission requires such works to be carried out is during
the Term and any development begun on the Premises in respect
of which the Landlord shall or may be or become liable for any
charge or levy under the Planning Acts
4.13.7 When called upon so to do to produce to the Landlord and the
Landlord's Surveyor all plans documents and other evidence
reasonably required by the Landlord to satisfy itself acting
reasonably that the Tenant's obligations in this clause have
been complied with
4.13.8 Not without the prior written consent of the Landlord such
consent not to be unreasonably withheld or delayed to enter
into a planning obligation for the purposes of section 106 of
the Town and Country Planning Xxx 0000
4.13.9 Where any planning permission is granted subject to conditions
involving the carrying out of works upon or change of use of
the Premises the
Landlord may as a condition of its consent to the carrying
out of such works or change of use require the Tenant to
provide security for the due compliance with those
conditions and no works shall be commenced and no change of
use shall be implemented until such security has been
provided to the Landlord's satisfaction
4.13.10 As soon as practicable to notify the Landlord of any order
direction proposal or notice under the Planning Acts served on
or received by the Tenant or coming to the Tenant's notice
which relates to or affects the Premises and to produce to the
Landlord if required any such order direction proposal or
notice in the Tenant's possession and not to take any action
in respect of such order direction proposal or notice without
the Landlord's approval such approval not to be unreasonably
withheld or delayed
4.13.11 In relation to any act the commission or omission of which
requires any consent licence or other authority under the
Environmental Protection Act not to do or omit to do (as the
case may be) such act without obtaining such authority and not
to apply for such authority without the Landlord's prior
written consent not to be unreasonably withheld or delayed
4.14 Easements
Not to obstruct any window light or way belonging to the Premises or
to any adjoining or neighbouring premises nor acknowledge that any
easement or other right for the benefit of the Premises is enjoyed by
consent of any other person nor permit any new easement right or
encroachment to be made into against or on the Premises and to give
immediate notice to the Landlord if any easement right or encroachment
against or affecting the Premises shall be made or attempted as soon
as the Tenant becomes aware of the same and at the Landlord's request
and to adopt such means as may be reasonably required to prevent the
same
4.15 Electricity Substation
Not to do or suffer to be done any act which would in anyway interfere
with the running of or damage any electricity or gas substation
situated on the Estate
4.16 Notifications
Forthwith on receipt of any permission notice order or proposal
relating to the Premises or the use or condition thereof given or
issued by any governmental local or other public or competent
authority to give full particulars thereof to the Landlord and if so
required by the Landlord to produce the same to the Landlord and to
take all necessary steps to comply therewith and also when reasonably
requested by the Landlord to make or join with the Landlord in making
such objections and representations against or in respect of the same
as the Landlord shall deem expedient
4.17 Defects
Forthwith upon becoming aware of the same to give notice in writing to
the Landlord of any defect in the state or condition of the Premises
which would or might give rise to an obligation upon the Landlord to
do or refrain from doing any act or thing in order to comply with any
duty of care imposed upon the Landlord and to indemnify the Landlord
against or in respect of any losses claims actions costs demands or
liability arising out of any failure of the Tenant to comply with its
obligations under this Lease
4.18 Fire fighting
To keep the Premises supplied and equipped with all fire fighting and
extinguishing appliances from time to time required by law or required
by the insurers of the Premises or reasonably required by the Landlord
such appliances being kept open to inspection and properly maintained
and not to obstruct or permit or suffer to be obstructed the access to
or means of working such appliances or the means of escape from the
Premises in case of fire
4.19 Advertisements/aerials
Not without the prior written consent of the Landlord not to be
unreasonably withheld or delayed to affix or exhibit any advertisement
placard notice or sign either outside the Premises or inside the
Premises so as to be seen from the outside nor without such consent to
install any flagpole mast or outside satellite receiving dish or
television or radio aerial on the Premises and to remove at the end or
earlier
determination of the Term any item so exhibited or installed making
good all damage caused thereby to the reasonable satisfaction of the
Landlord
4.20 Notice boards
In the last six months of the Term to permit the Landlord or its
agents to affix upon any suitable part of the Premises a notice board
or xxxx relating to any reletting of the same or to any sale or other
dealing with this Lease and the Tenant will not remove or obscure the
same and will on reasonable prior notice and at times agreed by the
Landlord and Tenant (both acting reasonably) permit those authorised
by the Landlord in connection with any such reletting sale or other
dealing to enter and view the Premises without interruption
4.21 Expenses
To pay to the Landlord on demand and on an indemnity basis all costs
charges expenses damages and losses (including but without prejudice
to the generality of the foregoing legal costs bailiffs fees and
surveyor's fees) properly incurred by the Landlord in relation to or
incidental to:
4.21.1 the preparation and service of a notice under section 146 of
the Law of Property Xxx 0000 and/or any proceedings relating
to the Premises whether under sections 146 and/or 147 of the
Law of Property Xxx 0000 or otherwise or a notice served under
the said section 146 is complied with by the Tenant or the
Tenant has been relieved under the provisions of the Law of
Property Xxx 0000 and notwithstanding forfeiture is avoided
otherwise than by relief granted by the court and to keep the
Landlord fully indemnified against all proper costs charges
expenses claims and demands whatsoever in respect of the
said proceedings and the preparation and service of the said
notices
4.21.2 (without prejudice to the generality of the foregoing) the
preparation and service of any notice or schedule relating to
the repair of the Premises whether served on the Tenant during
or within three months after the expiration or earlier
determination of the Term
4.21.3 procuring the remedying of any breach of covenant on the part
of the Tenant or any sub-tenant or their respective
predecessors in title contained in this Lease and
4.21.4 every application made by the Tenant for a consent or licence
required by the provisions of this Lease whether such consent
or licence is granted or lawfully refused or proffered subject
to any lawful qualification or condition or whether the
application is withdrawn
4.22 New guarantor
To notify the Landlord within 14 days of the Tenant becoming aware
that:
4.22.1 any Guarantor being an individual (or if individuals any one
of them) shall become bankrupt or shall make any assignment
for the benefit of or enter into any arrangement with his
creditors either by composition or otherwise or have any
distress or other execution levied on his goods or have a
receiver appointed under the Mental Health Xxx 0000
4.22.2 any Guarantor being an individual (or if individuals any one
of them) shall die
4.22.3 any Guarantor being a body corporate (or if bodies corporate
any one of them) has a winding up order made in respect of it
other than a members' voluntary winding up of a solvent
company for the purposes of amalgamation or reconstruction
approved by the Landlord (such approval not to be unreasonably
withheld or delayed) or has a receiver administrator or an
administrative receiver appointed of it or any of its assets
or has any distress or other execution levied on its goods or
is dissolved or struck off the Register of Companies or
(being a body corporate incorporated outside the United
Kingdom) is dissolved or ceases to exist under the laws of its
country or state of incorporation
and in any such case if the Landlord so requires then at the Tenant's
expense within 28 days of such requirement to procure that some other
person or persons or body or bodies corporate reasonably acceptable to
the Landlord shall execute a guarantee in
the terms of schedule 3 with such amendments as the Landlord shall
reasonably require in the circumstances
4.23 Indemnity
To keep the Landlord indemnified from and against all loss damage
actions proceedings claims demands costs and expenses of whatsoever
nature and whether in respect of any injury to or the death of any
person or damage to any property movable or immovable or otherwise
howsoever arising directly or indirectly from the repair or the state
of repair or condition of the Premises or from any breach of covenant
on the part of the Tenant herein contained or from the use of the
Premises or out of any works carried out at any time during the Term
to the Premises or out of anything now or during the Term attached to
or projecting from the Premises or as a result of any act neglect or
default by the Tenant or by any sub-tenant or by their respective
servants agents licensees or invitees
4.24 Yield up
At the expiration or sooner determination of the Term:
4.24.1 quietly to yield up the Premises to the Landlord with vacant
possession in such state and condition as shall in all
respects be consistent with a full and due performance by
the Tenant of the covenants on its part herein contained
4.24.2 if so required by the Landlord to remove all fixtures and
fittings installed in the Premises during the Term save that
the Tenant shall not be obliged to reinstate the alterations
authorised by a licence for alterations made between the
Superior Landlord (1) the Landlord (2) and the Tenant (3) of
even date herewith
4.24.3 to make good to the reasonable satisfaction of the Landlord
all damage caused as a result of the removal by the Tenant of
any fixtures and fittings
4.24.4 to remove all signs and nameplates indicating the connection
or former connection of the Tenant with the Premises
4.25 VAT
4.25.1 To pay to the Landlord by way of additional rent such VAT as
may be or become payable in respect of the rents reserved by
and other monies payable under and the consideration for all
taxable supplies received by the Tenant under or in connection
with this Lease
4.25.2 In every case where the Tenant has agreed to reimburse or
indemnify the Landlord in respect of any payment made by the
Landlord under the terms of or in connection with this Lease
to reimburse in addition any VAT paid by the Landlord on such
payment where this cannot be recovered by the Landlord as
input tax
4.26 Regulations
4.26.1 To comply with all reasonable regulations and directions as
the Landlord may from time to time make or give to the
occupiers of the Building for the orderly convenient and
proper management of the Building or any part or parts thereof
4.26.2 To comply with the Estate Regulations determined under the
terms of the Head Lease and ensure that its servants agents
employees workmen and licensees and all person doing business
with the Tenant their servants agents employees and workmen
so comply
4.26.3 To observe and perform all speed parking or other regulations
and traffic directions which the Management Company may from
time to time make (in the interests of the owners and
occupiers of the Estate or any part thereof or for road
safety) in respect of the common roads footpaths and ways in
the Estate
4.27 Observe covenants
4.27.1 To observe and perform the agreements covenants and
stipulations (if any) referred to in part 4 of schedule 1 so
far as any of the same are still subsisting and capable of
taking effect and relate to the Premises and to keep the
Landlord indemnified against all actions proceedings costs
claims demands and liability in any way relating thereto
4.27.2 To observe and perform the covenants on the part of the lessee
thereunder contained in the Head Lease insofar as they relate
to the Premises save where the same are expressly herein made
the responsibility of the Landlord
5. LANDLORD'S COVENANTS
The Landlord hereby covenants with the Tenant as follows:
5.1 Quiet enjoyment
The Tenant paying the rents and other monies hereby reserved and
performing and observing the covenants conditions and agreements on
the part of the Tenant herein contained the Tenant may peaceably hold
and enjoy the Premises during the Term without any interruption by the
Landlord or any person lawfully claiming through under or in trust for
the Landlord
5.2 Services
5.2.1 Subject to the payment by the Tenant of the Building Service
Charge and provided that the Landlord is not prevented by
any Insured Risk accident strike combination or lockout of
workmen or any other cause beyond its control the Landlord
will use its reasonable endeavours to provide or secure the
provision of the Building Services referred to in schedule
2 in an efficient manner and in accordance with the principles
of good estate management provided that the Landlord shall not
be responsible for any temporary delay stoppage or omission
in connection therewith due to any cause or circumstances
beyond the Landlord's control
5.2.2 Subject to the payment by the Tenant of the proportion of the
Estate Service Charge and the Phase Service Charge referred to
in clause 4.4 to use its reasonable endeavours to enforce
the tenants' rights under the Head Lease in respect of the
Estate Services and the Phase Services
5.3 Head Lease
5.3.1 To use all reasonable endeavours to enforce the Landlord's
covenants under the terms of the Head Lease when called upon
in writing by the Tenant at the cost of the Tenant
5.3.2 To pay the rents reserved by the Head Lease and to observe and
perform the covenants agreements and conditions on the part of
the tenant contained therein
5.3.3 Not to agree to any material variation of any of the terms of
the Head Lease without first obtaining the Tenant's written
consent such consent not to be unreasonably withheld or
delayed
5.3.4 To use all reasonable endeavours to ensure that the Tenant is
represented on any Estate signage
5.4 At the cost of the Tenant to use best endeavours to obtain the consent
of the Superior Landlord whenever the Tenant makes application for any
consent required under this Lease and where the consent of both the
Landlord and the Superior Landlord is required by virtue of this Lease
or the Head Lease
6. INSURANCE
6.1 Landlord's obligations
Provided the Tenant complies with its obligations at clause 6.2 hereof
the Landlord hereby covenants with the Tenant to pay the insurance
premiums under the Head Lease and as soon as reasonably practical
after it becomes aware to notify the Tenant of any change in the
Insured Risks covered by the policy from time to time and:
6.1.1 if reasonably so required by the Tenant to produce to the
Tenant from time to time such evidence of the terms of the
policy of insurance and the fact that the policy is subsisting
and in effect as the Landlord shall be entitled to request
from the Superior Landlord and to procure that the interest of
the Tenant is noted or endorsed on the policy
6.1.2 in case the Premises or any part thereof or the Common Parts
or the Apparatus or any part or parts thereof shall at any
time during the Term be destroyed ordamaged by a Insured Risk
so as to render the Premises or the Common Parts or the
Apparatus unfit for occupation and use by the Tenant and the
policy or policies of insurance effected by the Superior
Landlord under the Head Lease or the Landlord under the
Lease shall not have been vitiated or payment of the policy
monies refused in whole or in part in
consequence of any act or omission of the Tenant or its
servants agents licensees or invitees then the Rent the
proportion of the Estate Service Charge and the proportion
of the Phase Service Charge payable by the Tenant under this
lease or a fair proportion thereof according to the nature
and extent of the damage sustained shall be forthwith
suspended until the Premises Common Parts or Apparatus shall
be rendered fit for occupation and use or until the
expiration of three years from the date of damage or
destruction whichever be the sooner and any dispute as to
the amount to be suspended shall be referred to arbitration
in accordance with the provisions of the Arbitration Acts
1996 or any statutory modifications or re-enactment thereof
for the time being in force
6.1.3 if upon the expiry of a period of three years commencing on
the date of the damage or destruction to the Premises, Common
Parts or Apparatus have not been rebuilt or reinstated and the
Premises rendered fit for the Tenant's occupation and use the
Tenant may on serving notice at any time within six months of
the expiry of such period bring this Lease to an end and upon
service of this notice this Lease will immediately come to
an end without prejudice to any rights or remedies that may
have accrued to each party against the other
6.2 Tenant's obligations
6.2.1 Not to do or permit or suffer to be done on the Premises
anything which may cause any insurance of the Premises or
any other part of the Building or the Estate effected by the
Superior Landlord or by the Management Company to be or
become void or voidable or whereby the premium payable under
any such insurance is liable to be increased and to repay
to the Landlord such increased insurance premium as may
be demanded under the Head Lease in accordance with clause
4.10.3 thereof on demand
6.2.2 In the event of the Premises or any other part of the Building
the Estate or of any part thereof being damaged or destroyed
by fire or any other of the Insured Risks at any time during
the Term and the insurance money under any policy of
insurance effected thereon by the Superior Landlord or by the
Management Company being wholly or partially irrecoverable by
reason
solely or in part of any act or default of the Tenant its
servants agents licensees or invitees will forthwith on
demand (in addition to the said rents) pay to the Landlord
or the Management Company as appropriate the whole or (as
the case may be) a fair proportion of the cost including
professional or other fees of rebuilding and reinstating the
same with interest thereon at the Prescribed Rate on all
payments made by the Landlord or by the Management Company
in or in connection with such rebuilding or reinstatement
from seven (7) days after the time of the expenditure or
demand (whichever shall be the later) until repayment by the
Tenant and any dispute as to the proportion to be so
contributed by the Tenant to be referred to arbitration in
accordance with the provisions of the Arbitration Acts 1996
or any statutory modifications or re-enactment thereof for
the time being in force
7. PROVISOS
Provided always and it is hereby agreed and declared as follows:
7.1 Forfeiture
If and whenever:
7.1.1 the rents hereby reserved or any part thereof shall be in
arrear or unpaid for the space of 14 days after the same shall
have become due (whether formally demanded or not) or
7.1.2 there shall be any other breach non-performance or
non-observance of any of the covenants and conditions
herein contained on the part of the Tenant to be observed or
performed or
7.1.3 the Tenant enters into an arrangement or composition for the
benefit of its creditors or
7.1.4 the Tenant has any distress or other execution levied on its
goods or
7.1.5 the Tenant (being an individual) is made bankrupt or has an
administration order made in respect of it
7.1.6 the Tenant (being a body corporate) has a winding up order
made in respect of it other than a members' voluntary winding
up of a solvent company for the purposes of amalgamation or
reconstruction approved by the Landlord (such approval not to
be unreasonably withheld) or has a receiver administrator or
an administrative receiver appointed of it or any of its
assets or is dissolved or struck off the Register of
Companies or (being a body corporate incorporated outside
the United Kingdom) is dissolved or ceases to exist under
the laws of its country or state of incorporation then and in
any such case it shall be lawful for the Landlord or any
person authorised by the Landlord at any time thereafter
to re-enter upon the Premises or any part thereof in the
name of the whole and thereupon the Term shall absolutely
determine without prejudice to any right or remedy of the
Landlord in respect of any breach of the Tenant's or the
Guarantor's covenants contained in this Lease
7.2 Exclusion of use warranty
Nothing in this Lease or in any consent granted by the Landlord under
this Lease shall imply or warrant that the Premises may be used for
any purpose whatsoever under the Planning Acts now or from time to
time in force (including the Permitted Use) or that the Premises are
or will remain otherwise fit for any such use
7.3 VAT
Except where otherwise expressly stated in this Lease all rent money
or other consideration in respect of supplies for VAT purposes
received or deemed to be received by the Tenant under or in connection
with this Lease is exclusive of VAT
7.4 Service of notices
Any notice required to be served under this Lease shall be in writing
and shall be properly served if it complies with the provisions of
section 196 of the Law of Property Xxx 0000 as amended by the Recorded
Delivery Service Xxx 0000 or section 23 of the Landlord and Xxxxxx Xxx
0000 and in addition any notice shall be sufficiently served if sent
by facsimile transmission to the party to be served and service shall
be deemed to be made on the date of transmission if transmitted before
4:00 pm on the date of transmission but otherwise on the next day
provided that evidence of receipt of such transmission is obtained
7.5 Rights exercisable by Management Company
7.5.1 Reference in this Lease to any right exercisable by the
Landlord or the Superior Landlord or its agents shall be
construed as including (where appropriate) the exercise of
such right by the Management Company or its agents pursuant to
the Head Lease
7.5.2 Reference in this Lease to any consent or approval required
from the Landlord or Superior Landlord shall be construed as
also including the consent or approval of the Management
Company where the Management Company's consent would be
required under the terms of any documentation entered into
between the Landlord and the Superior Landlord and the
Management Company whether or not already entered into at the
date hereof
7.6 Development of neighbouring premises
The Landlord shall be entitled to carry out or permit the development
of any adjoining or neighbouring premises (whether included in the
Building or not) notwithstanding that the access of light or air to
the Premises may thereby be diminished or otherwise interfered with
provided that the cost of such development shall not be a Building
Service Cost (as defined in schedule 2)
7.7 Compensation
Any statutory right of the Tenant or any sub-tenant to claim
compensation from the Landlord on vacating the Premises shall be
excluded as far as the law allows
7.8 Implied easements
The operation of section 62 of the Law of Property Xxx 0000 shall be
excluded from this Lease and the only rights granted to the Tenant are
those expressly set out in this Lease and the Tenant shall not by
virtue of this Lease be deemed to have acquired or be entitled to and
the Tenant shall not during the Term acquire or become entitled by any
means whatsoever to any easement from or over or affecting any other
land or
premises now or at any time hereafter belonging to the Landlord and
not comprised in this Lease
7.9 Disputes with adjoining occupiers
Any dispute arising as between the Tenant and the lessees tenants or
occupiers of adjoining or neighbouring premises belonging to the
Landlord relating to any easement right or privilege in connection
with the Premises or relating to the party or other walls of the
Premises or as to the amount of any contribution towards the expenses
of works to services or matters used in common shall be referred to
the Landlord whose decision shall be binding upon all parties to the
dispute save in case of manifest error as to law or fact
7.10 Tenant's effects
The Tenant hereby irrevocably appoints the Landlord to be its agent to
store or dispose of any effects left by the Tenant on the Premises for
more than seven days after the termination of this Lease (whether by
effluxion of time or otherwise) on any terms that the Landlord thinks
fit and without the Landlord being liable to the Tenant save to
account for the net proceeds of sale less `the cost of storage (if
any) and any other expenses reasonably incurred by the Landlord and
hereby agrees to indemnify the Landlord against any liability incurred
by the Landlord to any third party whose property shall have been sold
by the Landlord in the mistaken belief held in good faith (which shall
be presumed unless the contrary be proved) that such property belonged
to the Tenant
7.11 No waiver
7.11.1 No demand for or receipt or acceptance of any part of the
rents hereby reserved or any payment on account thereof shall
operate as a waiver by the Landlord of any right which the
Landlord may have to forfeit this Lease by reason of any
breach of covenant by the Tenant and the Tenant shall not in
any proceedings for forfeiture be entitled to rely on any such
demand receipt or acceptance as aforesaid as a defence
7.11.2 The return to the Tenant of any rents or other monies paid by
banker's standing order or direct debit as soon as reasonably
practicable after receipt
shall be treated as a refusal by the Landlord to accept the
same and the Tenant shall not in any proceedings for
forfeiture be entitled to rely on any such receipt as
a defence
7.12 Party walls
Save as otherwise directed in writing by the Landlord the
non-structural walls separating the Premises from any adjoining
premises within the Building shall be party walls and structures and
maintainable accordingly
7.13 Jurisdiction
7.13.1 This Lease is and shall be governed by and construed in all
respects in accordance with the laws of England
7.13.2 The Tenant hereby submits to the non-exclusive jurisdiction of
the High Court of Justice of England in relation to any claim
dispute or difference which may arise hereunder and in
relation to the enforcement of any judgment rendered pursuant
to any such claim dispute or difference and for the purpose of
part 6 rule 15 of the Civil Procedure Rules (or any
modification or re-enactment thereof) the Tenant hereby
irrevocably agrees that any process or proceedings hereunder
(whether of a judicial or quasi judicial nature) may be served
on it by leaving a copy thereof either at the address of
any person registered with the Registrar of Companies
pursuant to part XXIII of the Companies Xxx 0000 (or any
modification or re-enactment thereof) as being resident in
Great Britain and authorised to accept on behalf of the Tenant
service of process and proceedings and any notices required to
be served on the Tenant or at the Premises
7.14 Status of lease
For the purposes of the 1995 Act this Lease is a new tenancy
7.15 Stamp duty
It is hereby certified that there is no agreement for lease to which
this Lease gives effect
7.16 Court order
Having been authorised to do so by an order at Luton County Court
(No-LU066 19 made on the 3 ~A day of N 0\XVvWQ( `2-000 under the
provisions of the Landlord and Xxxxxx Xxx 0000 section 38(4) the
parties agree that the provisions of the Landlord and Xxxxxx Xxx 0000
sections 25 to 28 (inclusive) shall be excluded in relation to the
tenancy created by this Lease
7.17 Exclusion of rights under the Contracts (Rights of Third Parties) Xxx
0000
A person who is not party to this Lease shall have no right under the
Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of
this Lease. This clause does not affect any right or remedy of any
person which exists or is available otherwise than pursuant to that
Act.
SCHEDULE 1
Part 1
Premises
All those offices shortly described in the Particulars which are for the purpose
of identification shown edged red on Plan E and which include for the purpose of
obligation as well as of grant:
1. the plaster or other rendering and decorative covering of the walls thereof
and (in the case of non-structural walls only) the inner half thereof
severed medially
2. the floor screed (but not the slab beneath the same)
3. the ceiling thereof (but not the beams above the same)
4. all doors and windows other than external to the Building fitted in the
walls bounding such offices and their respective frames and fixings
5. all light fittings and electrical circuits sockets and switches within and
exclusively serving the Premises
6. all carpets and floor coverings within and all other landlord's fixtures
and fittings in on or forming part of such offices and exclusively serving
the same
but there are excluded the Structure and all tenant's fixtures and fittings
Part 2
Easements and rights granted
The following rights are granted to the Tenant (so far as the Landlord can
lawfully grant the same) in connection with the use of the Premises in
accordance with and subject to the provisions of this Lease such rights being
exercisable in common with the Landlord and those authorised by the Landlord
including other tenants of the Building
1. the use of the Common Parts for all proper purposes
2. the full free and uninterrupted passage and running of water soil gas
telephone electricity telecommunication and all other services and supplies
of whatsoever nature for the Premises through such of the Conduits serving
the same which are or may hereafter during the
Perpetuity Period be in under or over any other parts of the Building and
any other adjoining or neighbouring property of the Landlord
3. support shelter and protection from other parts of the Building
4. such rights as the Landlord is able to grant over the Estate in accordance
with the rights granted to the Landlord under the Head Lease and contained
in the first schedule thereof
5. the right to enter onto the other parts of the Building upon reasonable
prior notice and at reasonable times (save in case of emergency) for the
purposes of inspecting maintaining repairing renewing the Premises and
Conduits and Common Parts (save insofar as the Conduits Common Parts repair
faults within the repairing obligations to Landlord hereunder)
6. The right to use 58 car parking spaces (being the spaces shown coloured
blue on Plan A) for the parking of private motor vehicles only PROVIDED
THAT the Superior Landlord may at its sole discretion at any time and from
time to time change the position of the car parking spaces allocated in
accordance with the provisions of the Head Lease and the Landlord may at
any time and from time to time change the position of the parking spaces on
not less than 28 days written notice (except in an emergency) PROVIDED that
such parking spaces shall as far as possible be no less convenient or
commodious to the Tenant
7. The right to erect signage in the Common Parts in such positions as the
Landlord consents to (such consent not to be unreasonably withheld or
delayed)
Part 3
Exceptions and reservations
Excepting and reserving in favour of the Landlord and its tenants agents and
licensees and those authorised by the Landlord, and Superior Landlord and all
other persons who now have or may hereafter be granted similar rights:
1. the full free and uninterrupted passage and running of water soil gas
telephone electricity telecommunication and all other services and supplies
of whatsoever nature from and to any other parts of the Building and any
other adjoining or neighbouring property of the Landlord through such of
the Conduits serving the same which are or may hereafter during the
Perpetuity Period be in on under or over the Premises and the right of
entry onto the Premises
for the purpose of inspecting repairing renewing re-laying cleansing and
maintaining and connecting up to any such existing or future Conduits at
reasonable times upon reasonable prior notice (save in case of emergency)
2. the right to erect or to consent hereafter to any person erecting a new
building or to alter any building for the time being on any adjoining or
neighbouring property of the Superior Landlord or Management Company in
such manner as the person or persons exercising such right may think fit
and notwithstanding that such alteration or erection may diminish the
access of light and air enjoyed by the Premises and the right to deal with
any adjoining or neighbouring property of the Superior Landlord or
Management Company as it may think fit in accordance with the provisions
set out in the Head Lease
3. the right to erect scaffolding for the purpose of repairing cleaning
rebuilding renewing or altering the Building or any part thereof during the
Term be on the adjoining or neighbouring property of the Landlord
notwithstanding that such scaffolding may restrict the access to or
enjoyment and use of the Premises provided that such scaffolding shall not
prevent the Tenant from accessing the Premises and carrying out its
business from it
4. the right for the Landlord or Superior Landlord and Management Company and
those authorised by the Landlord to enter the Premises for the purposes and
in the manner mentioned in this Lease and the Head Lease
5. so far as they apply to the Premises the exceptions and reservations in
favour of the Superior Landlord and Management Company contained in the
second schedule of the Head Lease
6. all rights of light air support shelter and protection for the parts of the
Building not included in the Premises and all such rights (if any) as shall
now or hereafter belong to and be enjoyed by any land or premises adjacent
to the Building
Part 4
Matters to which the Premises are subject
The covenants and other matters contained or referred to in the following
insofar as they relate to the Premises:
1. the Agreement dated 28 May 1986 made between Luton Borough Council (1) N H
Xxxxxxxx (2) the Superior Landlord (3) Bedfordshire County Council (4) and
South Bedfordshire District Council (5)
2. the Agreement dated 28 May 1986 made between South Bedfordshire District
Council (1) and the Superior Landlord (2)
SCHEDULE 2
Part 1
Building Service Charge
1. In this schedule the following expressions shall have the following
meanings:
"Building Service Charge" means the due proportion of the Building Service
Costs which is attributable from time to time to the Premises in accordance
with this schedule
"Service Charge Period" means a period of 12 months ending on [31 March] in
any year
"Building Service Costs" means the total costs in any Service Charge Period
beginning or ending during the Term of providing the Building Services and
defraying the costs and expenses relating and incidental thereto in
accordance with this schedule
"Building Services" means the services referred to in part 2 of this
schedule or such of them as shall from time to time be provided or
undertaken by the Landlord
2. In calculating the due proportion of the Building Service Costs
attributable to the Premises the Landlord shall have regard to the
relationship between the total floor area of the Premises and the total
floor area of the Building but if having regard to the nature of the
premises in or forming part of the Building benefited thereby it shall be
inappropriate to apportion any item therein on such basis as aforesaid the
Landlord shall adopt such other method of calculation of the due proportion
of that item to be attributed to the premises benefited thereby as shall be
fair and reasonable in the circumstances (including if appropriate
attributing the whole of any such item of expenditure to the *premises
benefited thereby) and for the avoidance of doubt any premises may benefit
thereby even if unoccupied
3. The Building Service Charge shall be paid in manner following:
3.1 The Landlord shall be entitled to estimate the amount of the Building
Service Charge for any Service Charge Period and if the Landlord so
requires the Tenant shall pay in advance on account of the Building
Service Charge for that Service Charge Period the amount provisionally
so estimated by the Landlord by equal advance payments on each of the
Rent Days during the Service Charge Period the first such payment to
be made on the date of this Lease being an apportioned sum in respect
of the period
from the commencement date of the Term until the day preceding the
Rent Day next following the date of this Lease
3.2 The Building Service Charge shall be deemed to accrue on a day to day
basis in order to ascertain the yearly rate thereof and for the
purpose of apportionment in respect of any periods of other than one
year
3.3 The Landlord shall as soon as practicable after the end of each
Service Charge Period prepare or cause to be prepared and submitted to
the Tenant a statement showing the Building Service Costs and the
Building Service Charge for the Service Charge Period then ended and
upon such statement being certified by the Landlord the same shall be
final and binding on the Tenant save in the case of manifest error and
the Tenant shall on request be entitled to copies of any vouchers
relating to expenditure incurred as part of the Building Service Costs
3.4 If the amount of the Building Service Charge for the Service Charge
Period shall exceed the aggregate of the amounts paid on account
thereof for that period the amount of the excess shall be due
forthwith on demand from the Tenant but if it shall be less the amount
of the overpayment shall be credited to the Tenant against the next
quarterly payment of rent and/or Building Service Charge or (if the
Term shall have come to an end or otherwise been determined or if the
overpayment exceeds (pound)5,000) shall be repaid to the Tenant within
14 days
3.5 If the Landlord shall make any change to a Service Charge Period such
adjustments and apportionments shall be made as shall be fair and
reasonable for the purpose of computing the Building Service Charge
3.6 The provisions of this paragraph shall continue t apply
notwithstanding the expiry or sooner determination of this Lease in
respect of any Service Charge Period then current save that the Tenant
shall not be responsible for any Building Costs incurred after the
expiry or sooner determination of this Lease and in addition clause
3.2 shall apply
3.7 If the Landlord shall incur expenditure forming part of the Building
Service Costs which either is in respect of a matter which has not
been taken into account in arriving at the provisional assessment of
the Building Service Charge for that period or is of an amount
materially greater than has been allowed in arriving at such
provisional assessment the Landlord shall entitled to recover from the
Tenant the due proportion of the whole of such expenditure on the Rent
Day next following such expenditure being incurred by the Landlord
4. In calculating the Building Service Costs:
4.1 the Landlord may include all VAT at the applicable rate incurred or
paid by the Landlord in respect of any expenditure in connection with
the Building Services or any of them save to the extent that the same
is recovered by the Landlord as input tax
4.2 the Landlord may include all costs incurred in taking any steps deemed
desirable or expedient by the Landlord acting reasonably for complying
with or making any representations against or otherwise contesting the
incidence of the provisions of any legislation or orders or statutory
requirements thereunder concerning town planning compulsory purchase
public health highways streets drainage or other matters relating to
or allegedly relating to the Common Parts or Retained Parts
5. The Landlord shall be entitled to include in the Building Service Costs a
reasonable fee for itself or the cost of employing managing agents for the
carrying out and provision of the Building Services in accordance with this
schedule limited to no more than E5,000 per annum
6. The Tenant shall not be entitled to object to the Building Service Charge
or any item comprised in the Building Service Costs or otherwise on any of
the following grounds
6.1 the inclusion in a subsequent Service Charge Period of any item of
expenditure or liability omitted from the Building Service Costs for
any preceding Service Charge Period
6.2 that any item of the Building Service Costs might have been provided
or performed at a lower cost unless such Building Service Costs are
unreasonable or the Landlord fails to act in good faith in the
provision of such Building Service Cost
6.3 disagreement with any estimate of future expenditure for which the
Landlord requires to make provision so long as the Landlord acts
reasonably and in good faith and in the absence of manifest error and
in accordance with its obligations in part 2 of this schedule
6.4 the manner in which the Landlord exercises its discretion in providing
the Building Services so long as the Landlord acts in good faith and
in accordance with the principles of good estate management and in
accordance with its obligations in part 2 of this schedule
6.5 the employment of managing agents or contractors to carry out and
provide on the Landlord's behalf the Building Services in accordance
with this schedule
Part 2
Services
1. Maintaining and repairing and when the Landlord in its reasonable
discretion thinks it appropriate so to do when required so to do in order
to comply with the tenants repair obligations under the Head Lease amending
altering reinstating renewing and rebuilding the Structure and the Conduits
save insofar as the same are the responsibility of tenants in the Building
2. Maintaining repairing cleansing lighting and decorating to such standard as
the Landlord (acting reasonably) may from time to time consider appropriate
if required to comply with the tenants obligations under the Head Lease the
Retained Parts and the Common Parts or when the Landlord in its reasonable
discretion thinks it appropriate so to do amending altering reinstating
renewing and rebuilding the same
3. Inspecting servicing maintaining repairing amending overhauling and
replacing the Apparatus save insofar as the same is the responsibility of
tenants in the Building
4. Operating the Apparatus so as to provide
4.1 lift and escalator services in the Building via the lifts and
escalators now in the Building or such substituted lifts and
escalators as the Landlord (in its reasonable discretion) may from
time to time decide to install
4.2 central heating and air management and ventilation systems to the
Building so as to maintain the same to such temperatures and to
provide for such flow of air as the Landlord shall in its reasonable
discretion consider adequate
5. Maintaining renewing and when necessary upgrading any fire alarms fire
prevention and fire fighting equipment for the common benefit of persons
resorting to the Building (other than
those which exclusively serve the Premises and other parts of the Building
let or intended to be let to tenants)
6. Cleaning as frequently as the Landlord shall in its reasonable discretion
consider adequate the exterior of all windows and window frames of the
Building including those in the Retained Parts and the Common Parts
7. (Save insofar as insured under other provisions of this Lease or the Head
Lease) insuring the Apparatus the Common Parts and the Retained Parts
against the Insured Risks and insuring the Landlord against property
owners' liability third party liability and employers' liability in respect
of the Building and such other risks perils and contingencies as the
Landlord in its reasonable discretion shall from time to time deem
necessary or expedient
8. Discharging all charges assessments and outgoings (including meter charges)
for water electricity fuel telephone and public and other statutory
utilities consumed on the Retained Parts or used in connection with the
provision of any of the services referred to in this part of this schedule
9. Paying any existing or future taxes rates charges duties assessments
impositions and outgoings whatsoever in respect of the Common Parts and/or
the Retained Parts
10. Collecting and disposing of normal refuse from the Building (including
those parts thereof as are let or are capable of being let) and the
provision repair maintenance and renewal of plant and equipment for the
collection treatment packaging or disposing of refuse
11. Providing operating maintaining repairing renewing and replacing such
security systems for the Building as the Landlord shall in its reasonable
discretion from time to time determine
12. Insuring all plant machinery and boilers in the Building against damage and
destruction in the full reinstatement value in accordance with the tenants
obligations contained within the Head Lease
13. Providing maintaining and as often as reasonably necessary replacing and
renewing any notice boards or direction signs and the like in the Common
Parts
14. Providing and maintain (at the Landlord' reasonable discretion) plants and
floral decorations in the Common Parts and keeping the same properly
maintained and cultivated
15. Employing such staff and personnel as the Landlord acting reasonably shall
think fit for the management of the Building (including without prejudice
to the generality of the foregoing the provision of cleaning and security
and horticultural services)
16. Providing repairing maintaining renewing and replacing such plant machinery
equipment and materials as the Landlord in its reasonable discretion may
consider to be desirable for the proper provision or supply of the services
from time to time provided or supplied in accordance with this schedule
17. Employing and paying the fees of any agents retained by the Landlord to
manage the Building (including the preparation of accounts in relation to
the Service Charge) and the fees and charges of any accountant surveyor or
other professional adviser employed to certify any matter or thing
requiring to be certified for the purpose of any of the provisions of this
schedule
18. Such other services as the Landlord in its reasonable discretion shall
think are proper or beneficial for the better and more efficient management
use and promotion of the Building and the comfort and convenience of the
generality of the tenants in the Building having regard to the principals
of good estate management
SCHEDULE 3
Guarantee provisions
1. That the Tenant will at all times during the period in respect of which the
Tenant is liable under the covenants herein contained pay the rents
reserved by this Lease on the days and in manner herein provided for and
will duly observe and perform all the covenants and conditions contained in
this Lease and on the part of the Tenant to be observed and performed and
that if the Tenant shall during such period default in any respect to pay
the said rents or any of them in the manner aforesaid or to observe and
perform the said covenants and conditions or any of them the Guarantor will
on demand fully observe perform and discharge the same and without
prejudice to the generality of the foregoing the Guarantor hereby further
covenants by way of primary obligation and not merely liability as a
guarantor or merely collateral to that of the Tenant to pay and make good
to the Landlord forthwith on demand any proper losses costs damages and
expenses occasioned to the Landlord arising out of or by reason of any
default of the Tenant in respect of any of its obligations under the terms
and provisions of this Lease during the said period or in respect of any
judgment or order made against the Tenant during the said period and any
neglect or forbearance on the part of the Landlord in enforcing or giving
time for or other indulgence in respect of the observance or performance of
any of the said agreements provisions and conditions (other than a release
given executed as a deed) and (subject to the provisions of the 0000 Xxx)
any variation of the terms of this Lease shall not release the Guarantor
from its liability under the agreements or guarantee on its part contained
in this Lease
2. That if during such period as aforesaid:
2.1 the Tenant shall go into liquidation and the liquidator disclaims this
Lease or
2.2 the Tenant is dissolved or struck off the register and the Crown
disclaims this Lease or
2.3 the Tenant ceases to maintain its corporate existence (otherwise than
by merger consolidation or other similar corporate transaction in
which the surviving corporation assumes or takes over all the
liabilities of the Tenant under this Lease)
and
this Lease shall be forfeited or otherwise prematurely determined the
Landlord may within six months following any such event by notice in
writing require the Guarantor to enter into a lease in the like form
as this Lease for the residue of the Contractual Term unexpired at the
date of such event (or which but for any such disclaimer forfeiture or
other event would have remained unexpired) but with the Guarantor as
tenant thereunder at the same rents and subject to the like covenants
provisions and conditions as are herein contained as a substitute in
all respects for the Tenant under this Lease (the said new lease and
the rights and liabilities thereunder to take effect as from the date
of such disclaimer forfeiture or other event) and the Guarantor shall
thereupon execute and deliver to the Landlord a counterpart of the new
lease in exchange for the relevant lease executed by the Landlord and
contemporaneously therewith the Guarantor as tenant shall pay the
first installments of the rents due
3. That if the events set out in paragraphs 2.1 to 2.4 above occur and the
Landlord shall not require the Guarantor to take a new lease the Guarantor
shall nevertheless in addition and without prejudice to the Guarantor's
other obligations under this Lease upon demand pay to the Landlord a sum
equal to the rents and all other sums that would have been payable under
this Lease at the times and in the manner at and in which the same would
have been so payable in respect of the period of 12 months from and
including the date of disclaimer or forfeiture or (if sooner) until the
Landlord shall have granted a lease of the Premises to a third party
provided that the Landlord shall use all reasonable endeavours to secure
such a letting during that period or (if sooner) until the end of the Term
4. That the Guarantor shall be jointly and severally liable with the Tenant
(whether before or after any disclaimer by a liquidator or trustee in
bankruptcy) for the fulfillment of all the Tenant's covenants conditions
and other provisions contained in this Lease and the Landlord in the
enforcement of its rights may proceed against the Guarantor as if the
Guarantor was named as the Tenant in this Lease
5. That the Guarantor waives any right to require the Landlord to proceed
against the Tenant or to pursue any other remedy of any kind which may be
available to the Landlord before proceeding against the Guarantor
6. That the Guarantor shall not claim in liquidation bankruptcy administration
receivership composition or arrangement of the Tenant in competition with
the Landlord and shall remit all distributions it may receive from any
administrative receiver or supervisor of the Tenant and shall hold for the
sole benefit of the Landlord all security and rights the Guarantor may
have over assets of the Tenant while liabilities of the Tenant or the
Guarantor of the Landlord remain outstanding
7. That this guarantee shall subsist for the benefit of the successors and
assigns of the Landlord under this Lease without the necessity for any
assignment of it