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EXHIBIT 10.27
DATED 21ST OCTOBER 1999
TEKTRONIX UK LIMITED
AND
MANHATTAN ASSOCIATES LIMITED
AND
MANHATTAN ASSOCIATES INC.
---------------------------------
LEASE
OF
PART FIRST FLOOR BLOCK A THE ARENA
DOWNSHIRE WAY BRACKNELL BERKSHIRE
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ I DR
REF: REW.PW.TEKTRONIX.17784.40
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1. PARTICULARS
(1) Date 21st October 1999
(2) Landlord: TEKTRONIX UK LIMITED (Company number
513537) whose registered office is at ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
(3) Tenant: MANHATTAN ASSOCIATES Limited (Company
number 3562638) whose registered office is at The
Arena Forum, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇ lAA
(4) Guarantor MANHATTAN ASSOCIATES INC. of ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇
(5) Demised Premises ALL THAT part of the first floor premises known
as part of Block A The Arena Downshire Way
Bracknell more particularly described in Part of
the First Schedule
(6) Building The Building known as Block A The Arena
Downshire Way Bracknell Berkshire comprised
within the Superior Lease
(7) Contractual Term: Commencing on the date hereof and continuing
five years thereafter
(8) Rent Commencement Date 18th January 2000
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(9) Basic Rent: (pound) 241,558.00 per annum exclusive of VAT thereon
(10) Permitted Use: High Class offices
(11) Estate Shall have the same meaning as afforded to it in the
Superior Lease
(12) The Prescribed Rate: The yearly rate of four per cent per annum above
the base lending rate for the time being of the
Specified Bank PROVIDED THAT if such base
lending rate shall cease to exist or otherwise be
unascertainable there shall be substituted for such
base lending rate such rate of interest as the
Specified Bank shall state in writing to be the
current market rate of interest charged in respect of
short term loans of amounts of money similar to
those outstanding due hereunder (in respect of
which interest is payable) at minimum risk
(14) Superior Lease Means the Lease short particulars of are contained
in the Second Schedule hereto
(15) Superior Landlord Means the Landlord under the Superior Lease and
its successors in title
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2. DEFINITIONS AND INTERPRETATION
(1) In this Lease the following expressions have the following meaning:-
(a) "the Landlord" includes its respective successors in title and the
person from time to time entitled to the reversion immediately
expectant on the termination of the Term
(b) "the Tenant" includes the Tenant's successors in title and those
deriving title under it
(c) "the Insurance Rent" means the rent secondly reserved by this Lease
(d) "the Term" means the Contractual Term
(e) "the Perpetuity Period" means the period of Eighty years from the date
hereof which shall be the perpetuity period applicable to this Lease
(f) "the Insured Risks" means the risks against which the Demised Premises
and the Building are insured under the Superior Lease
(g) "the Landlord's Surveyor" means the properly qualified and suitably
experienced Surveyor from time to time appointed by the Landlord for
the purposes of this Lease
(h) "the 1954 Act" means the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
(i) "the Planning Acts" means the Town and Country Planning ▇▇▇ ▇▇▇▇. The
Planning (Listed Building and Conservation Areas) ▇▇▇ ▇▇▇▇ The Planning
(Hazardous Substances) ▇▇▇ ▇▇▇▇ The Planning (Consequential Provisions)
▇▇▇ ▇▇▇▇ The Planning and Compensation ▇▇▇ ▇▇▇▇ and any further
legislation of a similar nature and any statutory modification or
re-enactment of such legislation
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for the time being in force and any order regulation permission consent
and direction made or issued under any such legislation
(j) "the Specified Bank" means such one of the following banks National
Westminster Bank Plc Barclays Bank Plc Lloyds Bank Plc and Midland Bank
Plc or their respective successors in business as the Landlord shall
stipulate (so that until further notice the Specified Bank shall be
National Westminster Bank Plc)
(k) "Value Added Tax" means Value Added Tax as provided for in the Value
Added Tax ▇▇▇ ▇▇▇▇ and legislation (delegated or otherwise)
supplemental thereto and any similar tax replacing supplementing or
introduced in addition to the same
(1) "Plan" means the plan annexed hereto
(m) "Use Classes Order" means the Town and Country Planning (Use Classes)
Order 1987 as originally enacted
(n) "LTCA 1995" means the Landlord and Tenant (Covenants) ▇▇▇ ▇▇▇▇
(o) "Authorised Guarantee Agreement" means an authorised guarantee
agreement as defined in Section 16 of LTCA 1995
(2) Where the Tenant for the time being is two or more persons obligations
expressed or implied to be made or undertaken by such party are deemed
to be made or undertaken by such persons jointly and severally
(3) Words importing one gender include all other genders and words
importing the singular include the plural and vice versa
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(4) References to "the last year of the Term" include the last year of the
Term if the Term shall determine otherwise than by effluxion of time
and references to "the expiration of the Term" include such other
determination of the Term
(5) References to any right of the Landlord to have access to the Demised
Premises shall be construed as extending to any superior landlord under
a Superior Lease which includes the Demised Premises and to all persons
authorised in writing by the Landlord (including agents professional
advisers contractors workmen and others) which authority shall be
produced to the Tenant before such access is made
(6) Any covenant by the Tenant not to do an act or thing shall be deemed to
include an obligation to use all reasonable endeavours not to permit or
suffer such act or thing to be done
(7) Any provisions in this Lease referring to the consent or approval of
the Landlord shall be construed as also requiring the consent or
approval of any superior landlord under a superior lease where such
consent shall be required under any superior lease (which the Landlord
shall use its reasonable endeavours to obtain at the cost of the
Tenant) but nothing in this Lease shall be construed as implying that
any obligation is imposed upon any such superior landlord not
unreasonably to refuse any such consent or approval unless the superior
lease so provides
(8) Reference to "consent of the Landlord" or words to similar effect means
a consent in writing signed by or on behalf of the Landlord and to "be
approved"
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and "authorised" or words to similar effect mean (as the case may be)
approved or authorised in writing by or on behalf of the Landlord
(9) Any references (including references in this Clause 2) to a specific
statute include any statutory extension or modification amendment or
re-enactment of such statute and any regulations or orders made under
such statute and any general reference to "statute" or "statutes"
includes any regulations or orders made under such statute or statutes
(10) References in this Lease to any clause sub-clause or schedule without
further designation shall be construed as a reference to the clause
sub-clause or schedule to this Lease as numbered
(11) The clause paragraph and schedule headings and the table of contents
shall not be taken into account in the construction or interpretation
of this Lease
(12) Expressions defined or given meanings in the Particulars (Clause 1 of
this Lease) shall have those meanings where used in the Lease
3. DEMISE
In consideration of the rents and the covenants on the part of the Tenant the
Landlord DEMISES the Demised Premises to the Tenant TOGETHER WITH the rights
mentioned in Part II of the First Schedule SUBJECT TO all rights easements
privileges restrictions covenants and stipulations of whatever nature affecting
the Demised Premises but EXCEPTING AND RESERVING the rights mentioned in Part
III of the First Schedule TO HOLD to the Tenant for the Contractual Term
YIELDING AND PAYING to the Landlord therefor the following rents NAMELY:-
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(1) FIRSTLY from and including the Rent Commencement Date the Basic Rent by
equal quarterly instalments without any deduction or set off in advance on the
usual quarter days by Banker's Standing Order to such Bank as the Landlord shall
determine the first payment being a duly apportioned part of it calculated from
the Rent Commencement Date until the next quarter day thereafter to be paid on
the Rent Commencement Date
(2) SECONDLY by way of further rent all interest and other amounts payable to
the Landlord as referred to in clause 4(25) hereof
(3) THIRDLY any Value Added Tax which is or may be chargeable in respect of the
rents reserved by this lease provided that the Landlord shall provide to the
Tenant a valid VAT invoice in relation thereto
4. TENANT'S COVENANTS
The Tenant COVENANTS with the Landlord as follows:-
TO PAY RENT
(1) to pay the said rents as aforesaid, whether formally demanded or not,
without any deduction or set-off whatsoever
TO PAY OUTGOINGS
(2) from time to time and at all times during the Term to pay within 7 days of
demand all rates taxes charges duties assessments and outgoings of whatsoever
nature (including those of a capital or non-recurring nature) which are now or
which may at any time during (or in respect of any part of) the Term be levied
assessed imposed or payable in respect of the Demised Premises or the occupation
or ownership thereof
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(except such as are payable on a disposal of the Landlord's reversion hereto and
income or corporation tax charged on the Landlord)
TO PAY SUPPLIERS
(3) to pay the suppliers and to indemnify the Landlord within 7 days of
demand against all charges for gas electricity and other services
consumed or used at or in relation to the Demised Premises (including
standing charges and meter rents)
TO PAY VAT
(4) where by virtue of any of the provisions of this Lease the Tenant is
required to pay repay or reimburse to the Landlord or any person or
persons any rent premium cost fee charge insurance premium expense or
other sum or amount whatsoever in respect of the supply of any goods
and/or services by the Landlord or any other person or persons the
Tenant shall also bc required in addition to pay within 7 days of
demand or (as the case may be) keep the Landlord indemnified against:-
(i) the amount of any Value Added Tax which may be chargeable in
respect of such supply (whether by reason of statute or the
election or decision of the Landlord or otherwise) and/or
(ii) a sum or sums equal to the amount of Value Added Tax charged
(for whatsoever reason and whether directly or indirectly) to
the Landlord or such other person or persons in connection
with such supply
TO PAY INTEREST
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(5) if the Basic Rent is not paid in full on the due dates for payment
thereof or if any other sum (including the Insurance Rent) is not paid
in full on the due date for payment the Tenant shall pay interest at
the Prescribed Rate which shall accrue from day to day with three
monthly rests on the Rent days from the due date for payment until
actual payment in full
TO EXECUTE WORKS AND COMPLY WITH STATUTES
(6)(a) to execute at the Tenant's own expense all works required in pursuance
of any Act of Parliament or required by any local public or other
competent authority or court of competent jurisdiction to be done in or
in respect of the Demised Premises whether by the Tenant or the
Landlord or by any other person (however described) but only insofar as
any such works relate to the Tenant's use and occupation of the Demised
Premises
(b) if the Tenant fails to commence with any work required as aforesaid
within the time stipulated by the Act of Parliament or authority in
question then the Landlord may enter the Demised Premises with workmen
and others and carry out such works and all its expenses incurred in so
doing (plus a reasonable fee for supervising the same) shall on
completion of the works be due as a debt payable on demand by the
Tenant to the Landlord
(c) to comply in all respects with the provisions of any statutes and any
other obligations imposed by law applicable to the Tenant's use and
occupation of the Demised Premises including but not limited to the
Office Shops and Railways
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Premises Act 1963 the Fire Precautions ▇▇▇ ▇▇▇▇ and the Health and
Safety at Work etc ▇▇▇ ▇▇▇▇
(d) to keep at the Tenant's expense the Demised Premises supplied and
equipped with adequate fire fighting apparatus and appliances and to
maintain such apparatus and appliances in good working order and not to
obstruct the access to or means of working of such apparatus and
appliances
(e) to indemnify the Landlord against all loss damage claims costs and
demands resulting from any such requirement as aforesaid or the
Tenant's failure to comply with the same
TO REPAIR ETC
(7)(a) to keep the Demised Premises and each and every part thereof in good
and substantial repair and condition fair wear and tear excepted
(excepting damage caused by any of the Insured Risks (but the Tenant
shall pay to the Landlord within 7 working days of written demand any
excess on the Landlord's policy thereof) unless the insurance is
vitiated or payment of insurance monies refused in whole or part as the
result of some act or default by the Tenant or any permitted
undertenant or their respective servants agents or licensees) provided
that the Tenant's liability is limited to the extent that the Landlord
does not effect any recovery under clause 5(4) hereof
(b) to decorate the Demised Premises in a good and workmanlike manner and
with appropriate materials of good quality (in colours approved by the
Landlord) in the last year of the Term however determined
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(c) to keep the Demised Premises clean and tidy and to clean the interior
surfaces of all glass within windows or doors of the Demised Premises
at least once in every quarter
(d) to permit the Landlord and its agents with or without workmen and
others at reasonable times and upon reasonable notice, except in the
case of emergency, to enter the Demised Premises and to inspect its
condition and state of repair or to inspect for any other purpose and
to take inventories of any fixtures plant and machinery therein to be
yielded upon the termination of the term
(e) within two months after the service of a schedule of dilapidations to
carry out and complete all works thereby required which are the
Tenant's responsibility under the provisions of this Lease
(f) if the Tenant shall not within two months after the service of a
schedule of dilapidations have begun or be proceeding expeditiously to
comply with the same the Landlord may (without prejudice to its right
of re-entry) enter the Demised Premises with workmen and others and
carry out such works as may be necessary to comply with the schedule
and the cost thereof (including all professional fees and a reasonable
fee for the Landlord for supervising the works) shall on completion of
the works be due as a debt payable on demand by the Tenant to the
Landlord
(g) at the expiration of the Term to yield up the Demised Premises
(Tenant's or trade fixtures only excepted) to the Landlord repaired
cleaned and decorated as aforesaid with all Tenant's fixtures and
fittings having been removed and all
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damage occasioned by such removal made good to the reasonable
satisfaction of the Landlord's Surveyor and to pay such Surveyor's fees
in relation thereto
ALTERATIONS
(8)(a) not to cut maim or remove any wall timber beam column stanchion ceiling
floor or foundation or wall beam floor slab column or foundation or any
other structural or load bearing part of the Demised Premises (save for
the purpose of making good any defect therein) or make any external
alteration or addition to the Demised Premises
(b) not to alter or remove any of the items specified in sub-clause 4(7)(d)
hereof (save for the purpose of making good any defect therein)
(c) not without the previous consent in writing of the Landlord (such
consent not to be unreasonably withheld or delayed) to make any
alterations to the Demised Premises provided that the Tenant may
install alter or remove internal demountable partitioning which does
not affect the structure of the Building or affect the air conditioning
fire protection or other building systems without consent of the
Landlord provided that the Tenant supplies 2 copies of as built
drawings to the Landlord forthwith upon completion of any such works
(d) if so required in writing by the Landlord not less than three calendar
months prior to the end or sooner determination of this Lease at the
cost of the Tenant to reinstate and make good the Demised Premises as
if any alterations made by the Tenant (whether or not requiring consent
of the Landlord) had not been made such reinstatement and making good
to be to the reasonable satisfaction of the
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Landlord's Surveyor and to pay such Surveyor's proper and reasonable
fees in relation thereto
(e) upon each application for such consent to supply the Landlord (at the
expense of the Tenant) with four sets of drawings and specifications of
each proposed alteration or installation for approval by it (such
approval not to be unreasonably withheld or delayed)
(f) not to carry out any works to which the Landlord has consented save in
accordance with drawings and specifications approved as aforesaid
(g) on completion of the installation of anything which shall become part
of the Demised Premises within 21 days to give to the Landlord written
notice of the same stating the full cost of reinstatement thereof
PLANNING
(9)(a) not to commit any breach of the Planning Acts
(b) not without the consent in writing of the Landlord (such consent not to
be unreasonably withheld or delayed) to apply for planning permission
to carry out any development in or upon the Demised Premises and in any
event at the expense of the Tenant to supply the Landlord with a copy
of any application for planning permission together with such plans and
other documents as the Landlord may reasonably require and a copy of
any planning permission granted to the Tenant
(c) notwithstanding any consent which may be granted by the Landlord
hereunder the Tenant will not carry out any alteration to the Demised
Premises nor make
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any change of use thereof (being an alteration or addition or change of
use which is prohibited by or for which the Landlord's consent is
required to be obtained hereunder and for which a planning permission
needs to be obtained) before any requisite planning permission therefor
has been produced to the Landlord and acknowledged by the Landlord in
writing as satisfactory to the Landlord (such acknowledgement not to be
unreasonably withheld or delayed) but so that the Landlord may only
refuse so to express its satisfaction with any such planning permission
on the ground that the period thereof or anything contained therein or
omitted therefrom would in the reasonable opinion of the Landlord or
might be or become prejudicial to the interest of the Landlord in the
Demised Premises whether during the Term or thereafter
(d) to pay and satisfy any charge that may be imposed upon any breach by
the Tenant of planning control or otherwise under the Planning Acts
(e) unless the Landlord shall otherwise direct to carry out before the
expiry or sooner determination of this Lease any works required to be
carried out to or in the Demised Premises as a condition of any
planning permission which may have been granted during the Term on the
application of the Tenant irrespective of the date before which such
other works were thereby required to be carried out
(f) expressions used in this sub-clause shall be construed in accordance
with the Planning Acts
COMPLIANCE WITH NOTICES
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(10) at the expense of the Tenant:-
(a) upon receipt by the Tenant of any notice order requisition direction or
other thing affecting or likely to affect the Demised Premises
forthwith to supply a copy thereof to the Landlord
(b) to take at the cost of the Tenant such steps (whether by legal
proceedings or otherwise) as the Landlord may reasonably require in
response to any such notice order requisition direction or other thing
as aforesaid provided that the Landlord may only request compliance by
the Tenant with any such notice order requisition direction or other
thing insofar as it relates to the Tenant's use and occupation of the
Demised Premises
PERMITTED USE ETC
(11)(a) not to use the Demised Premises or suffer it to be used for any
purpose other than the Permitted Use
(b) not to hold or permit to be held any sale by auction public exhibition
political meeting show or spectacle in the Demised Premises
(c) not to use or permit or suffer to be used the Demised Premises
(i) for any illegal or immoral purpose
(ii) for any noisy noxious offensive or dangerous trade art
manufacture business or occupation or for the sale of second
hand goods or for gambling
(iii) in such a way as causes nuisance disturbance inconvenience or
annoyance to the owners or occupiers of any neighbouring
property
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(d) not to bring to or keep in the Demised Premises any vibrating machinery
or any inflammable substance
(e) not without the previous consent in writing of the Landlord to affix or
install or permit or suffer to be affixed or installed any machinery in
the Demised Premises other than machinery and equipment required in
relation to the Permitted Use
(f) not to overload the Demised Premises or any part of it
(g) not to permit or suffer any person to sleep or reside in the Demised
Premises
ENCROACHMENT
(12)(a) not to stop up darken or obstruct any window or other aperture in the
Demised Premises or any adjoining premises belonging to the Landlord
(b) not to permit or suffer any easement to be acquired or encroachment
made against or upon the Demised Premises and promptly to give notice
to the Landlord of any attempt to acquire or make the same and at the
cost of the Landlord to take such steps (whether by legal proceedings
or otherwise) as are necessary to prevent the same from being acquired
or made
SIGNS
(13) not without obtaining the prior written consent of the Landlord (such
consent not to be unreasonably withheld or delayed) to affix to or
display on or to permit to be affixed to or displayed on the Demised
premises any sign hoarding poster placard blind or advertisement
whatsoever which shall be visible from the outside of the Demised
Premises except such means of identification and other
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notices as shall be reasonably necessary in connection with the use and
occupation of the Demised Premises
ALIENATION
(14)(a) not to assign or transfer part only of the Demised Premises and not to
charge the whole or any part of the Demised Premises
(b) not to share or part with possession of the whole or any part of the
Demised Premises (except as expressly permitted by this Lease and by
clause 27.18 of the fourth Schedule of the Superior Lease)
(c) not to assign the whole of the Demised Premises other than in
accordance with the following terms and conditions precedent
(i) On and before completion of an assignment there is delivered
to the Landlord a Deed:-
(a) executed by the intended assignee containing covenants
(jointly and severally if more than one) with the Landlord to
pay the rents and to perform and observe the Tenant's
covenants herein contained during the period expiring on
completion of an assignment by such intended assignee of this
Lease which is not an excluded assignment for the purposes of
Section 11 of LTCA 1995;
(b) containing an Authorised Guarantee Agreement by the intended
assignor (jointly and severally if more than one) with the
Landlord in the form contained in Clause 7 hereto mutatis
mutandis with "the Assignor" substituted for "Guarantor" and
the name of the intended assignee substituted for "Tenant"
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(ii) if the Landlord reasonably requires the intended assignee
shall provide a guarantor or guarantors reasonably acceptable
to the Landlord who shall covenant (jointly and severally if
more than one) with the Landlord in the terms contained in
Clause 7 hereof mutatis mutandis with the name of the intended
assignee substituted for "Tenant"
(d) The Tenant may not assign the whole of the Demised Premises:-
(i) except to an assignee whose character status covenant and
financial standing would be regarded by a prudent Landlord as
acceptable
(ii) without the prior satisfaction of each of the conditions
precedent detailed in sub-clause (c) above and without the
prior written consent of the Landlord which consent shall not
(subject to the prior satisfaction of each of the conditions
precedent specified in sub-clause (c) above) otherwise be
unreasonably withheld or delayed
(e) not to underlet the whole or part only of the Demised Premises PROVIDED
THAT so long as each of the conditions precedent set out in this
sub-clause are first satisfied the Tenant may underlet the whole of the
Demised Premises
The conditions precedent are:-
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(i) no such underletting shall be for a term of years which extends
beyond the Contractual Term (less seven days)
(ii) any such underletting shall be excluded from the provisions of
Sections 24 to 28 of the 1954 Act by an Order of the relevant
court being obtained pursuant to Section 38(4) of the 1954
Act and any underlease shall contain an agreement to exclude
those sections
(iii) the initial rent under any such underletting shall be the full
open market rental value of the premises then underlet then
obtainable without taking a fine or premium
(iv) the provisions of every underlease must fully reflect the
provisions requirements exceptions and reservations
stipulations covenants on the part of the Tenant and
declarations of this Lease (apart from the duration of the
sub-term to be granted and the actual amount of the rent to be
reserved) and every underlease must otherwise be granted on
open market rack rent terms at the full open market rent
reasonably obtainable without any fine or premium and must
include provisions for the recovery by the Tenant of the
whole or proper proportion of any service charges from the
undertenant payable by the Tenant under this Lease and the
Tenant must agree with the Landlord to enforce every such
provision and term
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(f) provided that each of the conditions precedent are first satisfied the
Tenant may grant the relevant underlease with the prior written consent
of the Landlord (which consent shall not be unreasonably withheld or
delayed)
(g) not to underlet the whole or any part of the Demised Premises unless
the undertenant has first entered into direct covenants with the
Landlord to perform and observe throughout the term of the underletting
the provisions required by sub-clauses 4(14)(h)(i) to (v) be contained
in the underlease
(h) any underlease shall include provisions (in a form first approved by
the Landlord such approval not to be unreasonably withheld or
delayed):-
(i) prohibiting the undertenant from doing or allowing on or in
relation to the underlet premises any act or thing inconsistent
with or in breach of the terms of this Lease
(ii) prohibiting the undertenant from sub-underletting or charging
the whole or any part of the underlet premises or (save
pursuant to an assignment of the whole of the underlet
premises) from holding on trust for another or parting with
the possession of the whole or any part of the underlet
premises or permitting another to occupy the whole or any
part thereof
(iii) prohibiting the undertenant from assigning any part (as
opposed to the whole) of the underlet premises
(iv) prohibiting the undertenant from assigning the whole of the
underlet premises without the prior written consent of the
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Landlord under this Lease (such consent not to be unreasonably
withheld)
(v) imposing on the undertenant in relation to any permitted
assignment transfer or other transmission or devolution
affecting the undertenant's interest in the underlet premises
the same obligations as are imposed on the Tenant by this
Sub-Clause 4(14)(h)
(i) in relation to every permitted underletting:-
(i) to use reasonable endeavors including the expenditure of money
to enforce the performance and observance by the undertenant
of the terms of the underlease
(ii) not at any time expressly to waive any breach of the covenants
or conditions on the part of the undertenant or of any
assignee of the underlease
(iii) not without the prior consent of the Landlord (such consent not
to be unreasonably withheld or delayed) to vary the terms of
the underlease
(j) within one month after any assignment underletting devolution or
disposition of the Demised Premises to give notice thereof to the Landlord and
at the Tenant's expense to supply the Landlord with a copy (certified by a
solicitor to be true) of the instrument which effects or evidences the same and
to pay to the Landlord any reasonable fee (plus VAT) for registering the same
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COSTS
(15) to pay within seven days of written demand therefor all reasonable and
proper costs and expenses properly incurred by the Landlord (including
but not limited to the fees and disbursements to the Landlord's
Surveyor or managing agent, whether employed by a company associated
with the Landlord or not) and the Landlord's solicitors in connection
with:-
(i) any application or request or proposed application or request
by the Tenant in connection with the Demised Premises or any of
the provisions hereof and whether or not the same shall be
proceeded with by the Tenant or shall be granted or reasonably
and lawfully refused or granted subject to reasonable
conditions
(ii) any breach of any of the covenants on the part of the Tenant
hereunder and any steps taken in reasonable contemplation of or
in connection with the preparation and service of a notice
under Section 146 or 147 of the Law of Property ▇▇▇ ▇▇▇▇ or
any other Act requiring the Tenant to remedy a breach of any
of the covenants herein contained (even if forfeiture is
avoided otherwise than by relief granted by the Court)
(iii) the preparation and service of a schedule of dilapidations
during or within 3 months after the expiry or determination
of the Contractual Term but relating to the Contractual Term
(iv) the recovery of arrears of rent or any other sums payable
hereunder and any proceedings in connection therewith
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INDEMNITY
(16) to indemnify the Landlord against all loss damage claims proceedings
and demands arising out of:-
(i) (save for use in accordance with the Permitted Use) the use or
misuse by the Tenant or their respective servants or agents of
the Demised Premises or any part thereof
(ii) any liability imposed on the Landlord at common law or by Act
of Parliament in relation to the condition or state of repair
of the Demised Premises and will display in such position as
may be reasonably designated by the Landlord such notice as
the Landlord may reasonably require disclaiming liability as
aforesaid
(iii) any sum payable in respect of any excess in relation to any
claim on any insurance policy affecting or in relation to the
Demised Premises
(iv) any breach of covenant on the part of the Tenant contained in
this Lease
(v) anything now or during the Term installed by the Tenant
attached to or projecting from the Demised Premises
(vi) any act neglect or default by the Tenant any subtenant or their
respective servants agents licensees or persons on the Demised
Premises with the actual or implied authority of any of them
PERMIT ENTRY
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(17) to permit the Landlord and all persons authorized by it to enter the
Demised Premises with or without workmen and others for any or all of
the following purposes:-
(a) during the last six months of the Contractual Term (whether
determined by effluxion of time or by the exercise of any right
of determination contained in this Lease) and thereafter to
affix and maintain on a conspicuous pail of the Demised
Premises but not so as to materially interfere with the access
of light or air to the Demised Premises a signboard of a
reasonable size advertising the same for reletting and to
permit the Landlord and all persons authorized by it at all
reasonable times during normal business hours and by
appointment to enter and view with prospective new tenants the
Demised Premises
(b) at any time during the Term to affix and maintain on a
conspicuous part of the Demised Premises a signboard of a
reasonable size for the disposition of its interest in the
Demised Premises or part thereof and to permit the Landlord
and all persons authorized by it at all reasonable times
during normal business hours and by appointment to enter and
view the Demised Premises without interruption
(c) to repair renew inspect or connect any pipe wire drain conduits
or other conducting media within the Demised Premises
(d) to carry out any works (whether or repair or otherwise) for
which the Landlord or the Tenant is liable under this Lease
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26
(e) to carry out any works (whether of repair or otherwise) to the
Demised Premises or to any neighboring or property adjoining
the Demised Premises or to any party structure sewer or drain
(f) for any purpose mentioned in the Superior Lease
PROVIDED THAT the Landlord shall make good any damage forthwith
which may be caused in exercising the right of entry contained
in this clause 4(17)
TO GIVE NOTICE OF DEFECTS
(18) to give notice to the Landlord of any defect in the Demised Premises
which might give rise to an obligation on the Landlord to do or
refrain from doing any act or thing in order to comply with the
provisions of this Lease or the duty of care imposed on the landlord
pursuant to the Defective Premises Act 1972 or otherwise and at all
times to display and maintain all notices which the Landlord may from
time to time reasonably require to be displayed at the Demised
Premises
RATING VALUATION
(19) to co-operate with the Landlord and at the Landlord's cost in seeking
to procure that any rateable value assessed for the Demised Promises
is as low as possible
NOT TO OBSTRUCT
(20) not to obstruct (or park any vehicles upon) any roadways or footpaths
or car park spaces at or near the Demised Premises
NOT TO EFFECT INSURANCE - NOTICE OF DESTRUCTION OR DAMAGE
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27
(21) not to effect any insurance on or in respect of the Demised Premises
or any part thereof (save in respect of glass and public and
employer's liability) and in the event of the Demised Premises or any
part thereof being destroyed or damaged the Tenant will give to the
Landlord immediate notice in writing of such damage or destruction
NOT TO AVOID INSURANCE
(22) (a) not to do on the Demised Premises or any neighboring premises
any act or thing which makes void or voidable or renders any
increased or extra premium payable in respect of any policy of
such insurance effected by the Landlord hereunder and to
reimburse to the Landlord forthwith on demand all increased or
extra premiums which may be payable in respect of the Demised
Premises or any neighboring premises by reason of any such act
or thing and in addition and without prejudice to the rights
and remedies of the Landlord forthwith on written demand from
the Landlord or its insurers cease from doing that act or thing
which has caused any policy of such insurance to be void or
voidable
(b) to comply at its own expense with all such requirements in
respect of the Demised Premises as may from time to time be
made by the insurers as a condition of the continuation or
renewal of any relevant insurance effected by the Landlord
hereunder
FISCAL IMPOSITION
(23) not by the carrying out of any works on the Demised Premises or any
part thereof or by any change in the use made of the Demised Premises
or any part
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thereof do anything whereby the Landlord may be required to pay any tax
or other fiscal imposition at any time during or after the Term
NO NOXIOUS DISCHARGES
(24)(a) not to discharge into any sewers or drains on or serving the Demised
Premises any oil grease or other deleterious or obstructive matter or
substance which may be or become a source of damage to the said drains
or sewers and in the event of any obstruction or injury forthwith to
remedy the same and make good all damage to the entire satisfaction of
the Landlord
(b) not to keep or permit to suffer to be kept on the Demised Premises any
substance of a dangerous corrosive combustible explosive radio-active
volatile unstable or offensive nature or which might in any way injure
the Demised Premises or the sewers and drains serving the same or the
keeping or use of which may contravene any statute order regulation or
bye-law
ITEMS OF COMMON USE AND BENEFIT
(25)(1) The Tenant shall pay in respect of service charge for the Property to
the Landlord pursuant to the provisions of paragraph 36 of the Fourth
Schedule to the Superior Lease save insofar as the payments relate in
any way whatsoever to any works to the roof of the Building by equal
quarterly payments in advance on the usual quarter days (the first
proportionate payment being in respect of the period from the Rent
Commencement Date to the quarter day next following the Rent
Commencement Date such payment to be made on the Rent
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Commencement Date) a sum to equate to (pound) 29,662 per annum ("the
initial contribution")
(2) After the expenditure for each relevant year shall have been
ascertained and certified by the Landlord's surveyor or agent the
Tenant shall pay to the Landlord within fourteen days of demand or the
Landlord shall allow the Tenant (as the case may require) the
difference between the initial contribution paid by the Tenant for the
relevant year and a percentage of the actual amount of the service
charge payable in respect of the Building such percentage being 13.65%
for that relevant year
(3) Every certificate of the Landlord's surveyor or agent as to the
expenditure or any sum payable by the Tenant hereunder shall be in
writing and save in the case of manifest error be final and binding on
the Landlord and Tenant. The Landlord shall if so required by the
Tenant and within one month of the date on which the certificate is
given make available for inspection by the Tenant at the offices of the
Landlord or its surveyor or during business hours copies of all
available vouchers receipts invoices or other documentary evidence
sufficient to enable the Tenant to verify the accuracy of the
certificate
(4) The expenditure shall be ascertained and certified by the Landlord's
surveyor for each successive period of 12 months expiring on such date
as the Landlord may from time to time select and as notified to the
Tenant
EXCLUSION OF SECURITY OF TENURE
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(26) having been authorized to do so by an order of the Reading County Court
dated September 15th, 1999 the Landlord and the Tenant agree to
exclude the provisions of Section 24 to 28 of the Landlord and tenant
▇▇▇ ▇▇▇▇ in relation to the tenancy created by this lease
OPTION TO DETERMINE
(27) The Tenant may determine this lease at the end of the third year of the
Term by giving to the Landlord not less than six months previous
notice in writing to that effect provided that the Tenant shall have
paid all the rents to be paid up to the date of such determination and
shall on such determination give vacant possession of the whole of the
Demised Premises to the Landlord then and in such event this lease and
everything contained shall cease and be void but without prejudice to
any right of action or remedy of either party in respect of any
antecedent breach or non performance of any of the covenants on the
part of the other hereinbefore contained
SUPERIOR LEASE
(28) to observe and perform the covenants and Regulations on the part of the
lessee contained in the Superior Lease except for the covenant for
payment of rent and service charge in so far as the same relate to or
affect the Demised Premises (except for the covenant for the payment
of the rent(s) reserved thereby) and not to do or omit to be done any
act or thing in relation to the Demised Premises which would or might
cause the Landlord to be in breach of the covenants on the part of the
lessee or the conditions or other things contained in the Superior
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Lease save insofar as the covenants and regulations contained in the
Superior Lease conflict with the covenants and regulations contained
in this Lease whereupon the covenants and regulations contained in
this Lease shall prevail
(29) to inform the Landlord forthwith of any intention to leave the Demised
Premises vacant for a period of fourteen days or more
(30) to advise the Landlord and thereafter keep the same fully informed as
to the progress of any dispute or potential dispute between the Tenant
and any superior landlord and to give details of the nature of the
dispute together with all other relevant facts and information
5. LANDLORDS COVENANTS
The Landlord COVENANTS with the Tenant as follows:-
TO INSURE
(1)(a) to use its best endeavors to keep or to procure the keeping of the
Building (but not Tenant's fixtures) insured against loss or damage by
the Insured Risks subject to such limitations conditions and
exclusions as the insurers may impose in an amount sufficient to cover
the cost of rebuilding or fully reinstating the same (including the
cost of all professional fees debris removal demolition and site
clearance costs and the cost of any works which may be required by or
by virtue of any Act of Parliament and all VAT in connection
therewith)
(b) upon request by the Tenant to produce at the Tenant's expense (but not
more often than once in any year) sufficient details of any policy of
insurance effected
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by the Landlord pursuant to sub-clause 5(l)(a) above or the Superior
Landlord under the Superior Lease
(c) in the event of the Building being destroyed or damaged by any of the
Insured Risks and the policy of insurance not being vitiated by some
act or default of the Tenant any permitted undertenant or any one at
the Demised Premises under the control of the Tenant or any permitted
undertenant or their respective servants agents licensees and invitees
to procure that all insurance monies received by the Superior Landlord
(other than in respect of loss of rent) are paid out with all
reasonable speed in rebuilding and reinstating the Building or such
part of it as shall have been so destroyed or damaged
(d) If at the expiration of the period for which the Landlord has insured
loss of rent from the Demised Premises (or such longer period as shall
be agreed in writing between the Landlord and the Tenant before the
expiry of such period) calculated from the date upon which the Demised
Premises shall have been destroyed or so damaged by any of the Insured
Risks as to render them unfit for occupation and use and:
(a) the insurance of the Demised Premises effected pursuant to the covenant
by the Landlord in that behalf contained in this Lease has not been
vitiated or prejudiced by or payment of the policy moneys refused in
whole or in part as a consequence of any act or default of the Tenant
or any undertenant or their respective servants agents or visitors and
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(b) the Landlord shall have been unable to obtain all necessary consents
and approvals for the rebuilding replacement and/or reinstatement of
the Demised Premises
then and in such case (unless otherwise agreed in writing between the Landlord
and the Tenant prior to the expiration of such period as aforesaid) this Lease
shall absolutely determine provided always that such determination will take
place without prejudice to any and all rights then subsisting between the
parties to this Lease
QUIET ENJOYMENT
(2) That on condition that the Tenant pays the rent and performs and
observes all its covenants and obligations under this Lease and all
its conditions it shall have quiet enjoyment of the Demised Premises
without interruption by the Landlord or any person claiming under or
in trust for it
SUPERIOR LEASE
(3) To pay the rents and service charge reserved by the Superior Lease and
observe and perform the covenants on the part of the lessee and
conditions and other things contained therein insofar as the same are
not the responsibility of the Tenant hereunder and to use all
reasonable endeavors at the request and cost of the Tenant to procure
the performance by the superior landlord of the covenants on its part
contained in the Superior Lease
▇▇▇▇▇▇▇▇▇▇
▇▇
▇▇
(▇)▇) The Landlord will use all reasonable endeavors to enforce the rights it
has pursuant to the warranties details of which are contained in the
Third Schedule ("The Warranties") insofar as there is any defect in the
Demised Premises which is due to any breach of the obligations owed to
the Landlord pursuant to the Warranties
(4)b) The Tenant shall notify the Landlord in writing of any such defect as
described above and the Landlord shall forthwith use its reasonable
endeavours to enforce the rights it has pursuant to the Warranties and
shall supply to the Tenant copies of all correspondence relating
thereto and shall keep the Tenant fully informed of the progress of any
claims
5.5 COMPETITION
(i) The Landlord shall not grant a lease of any part or of the whole of the
Building to any party whom the parties hereto agree to be a competitor
of the Tenant. The Landlord shall notify the Tenant in writing before
granting any such lease with full details of the intended new tenant
("the New Tenant") whereupon the Tenant (acting reasonably) shall
within 5 working days of receipt of such notice inform the Landlord of
whether or not it considers the New Tenant to be a competitor of the
Tenant
(ii) If there is any dispute as to whether the New Tenant is a
competitor of the Tenant the matter shall be referred to a chartered
accountant qualified for at least ten years and experienced in the
provision of warehouse management software
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solutions such accountant to be appointed by agreement of the parties
hereto and in the event that the parties are unable to agree such
appointment shall be made by the President (or other acting chief
officer) for the time being of the Institute and Chartered Accountants
of England and Wales whose decision to be made within ten working days
of referral shall be final and binding on the parties
6. PROVISOS
PROVIDED ALWAYS and it is hereby agreed as follows:-
RE-ENTRY
(1) If:
(a) the Basic Rent and/or the Insurance Rent or any other sums due to the
Landlord shall be in arrears for twenty one days next after becoming
payable (whether formally demanded or not) or
(b) there shall be any breach non-performance or non-observance of any of
the Tenant's covenants herein or
(c) (i) a bankruptcy order is made in respect of the Tenant; or
(ii) any application is made in respect of the Tenant for an
interim order under ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇; or
(iii) a person is appointed by the Court to prepare a report in
respect of the Tenant under Section 273 Insolvency ▇▇▇ ▇▇▇▇;
or
(iv) an interim receiver is appointed of the property of the Tenant
under ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇; or
(d) (where the Tenant is a company):-
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(i) an order is made or a resolution passed for the winding up of
the Tenant otherwise than for the purposes of amalgamation or
reconstruction of a solvent company not involving a
realisation of assets; or
(ii) a provisional liquidator is appointed in respect of the Tenant
otherwise than for the purposes of amalgamation or
reconstruction of a solvent company not involving a
realisation of assets; or
(iii) a petition is presented or a meeting convened for the purposes
of winding up the Tenant otherwise than for the purposes
aforesaid; or
(iv) An administration order is made or a petition for such order
presented in respect of the Tenant; or
(v) a receiver (including an administrative receiver) is appointed
in respect of the Tenant or any of its assets; or
(vi) any voluntary arrangement is proposed pursuant to Part I of
the Insolvency ▇▇▇ ▇▇▇▇ in respect of the Tenant; or
(e) the Tenant shall enter into any arrangement or composition for the
benefit of the Tenant's creditors or shall suffer any distress or
execution to be levied on the Tenant's goods
(f) the Tenant shall take the benefit of any Act for the relief of debtors
then it shall be lawful for the Landlord or its agents at any time
thereafter and notwithstanding the waiver or implied waiver of any
previous right of re-entry under this Lease to re-enter the Demised
Premises or any part thereof in the name of the whole and thereupon the
Term shall absolutely determine but
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without prejudice to any right of action of the Landlord in respect of
any antecedent breach by the Tenant of any of the obligations herein
SUSPENSION OF BASIC RENT
(2) If the Building is destroyed or damaged by any of the Insured Risks so
as to render the Demised Premises wholly or partly unfit for use and
occupation and if none of the policies of insurance effected by the
Superior Landlord are vitiated by some act or omission of the Tenant or
any permitted undertenant or any one at the Demised Premises under the
control of the Tenant or of any permitted undertenant or their
respective servants agents licensees and invitees then the Basic Rent
and service charge as referred to in clause 4(25) hereof or a fair
proportion of it shall be suspended and cease to be payable from the
date of the destruction or damage until the Demised Premises is again
fit for use and occupation PROVIDED THAT if there is any dispute as to
the fair and reasonable proportion of the Basic Rent and service charge
as referred to above that is to be suspended pursuant to this clause
the matter shall be determined by a single arbitrator to be appointed
by the Landlord and the Tenant or (if they cannot agree on such
appointment) by the President or the acting chief officer for the time
being of the Royal Institution of Chartered Surveyors in accordance
with the Arbitration Act 1996 or any statutory modification or
re-enactment thereof
EXCLUSION OF USE WARRANTY
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(3) Nothing in this Lease or in any consent granted by the Landlord under
this Lease shall imply or warrant that the Demised Premises may
lawfully be used under the Planning Acts for the Permitted Use (or any
purpose subsequently authorised)
ENTIRE UNDERSTANDING
(4) This Lease embodies the entire understanding of the parties relating to
the Demised Premises and to all the matters dealt with by any of the
provisions of this Lease
LICENCES ETC UNDER HAND
(5) Whilst the Landlord is a limited company or other corporation all
licences consents approvals and notices required to be given by the
Landlord shall be sufficiently given if given under the hand of a
director the secretary or other duly authorised officer of the Landlord
TENANT'S PROPERTY
(6) If after the Tenant has vacated the Demised Premises at the end or
sooner termination of the Term any property of the Tenant remains in
or on the Demised Premises and the Tenant fails to remove it
within 14 days after being requested in writing by the
Landlord to do so:-
(a) the Landlord may as the agent of the Tenant sell such
property and the Tenant will indemnify the Landlord against
any liability incurred by it to any third party whose property
shall have been sold by the Landlord in the mistaken
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belief held in good faith (which shall be presumed unless the contrary
be proved) that such property belonged to the Tenant
(b) if the Landlord having made reasonable efforts is unable to locate
the Tenant the Landlord shall be entitled to retain such proceeds of
sale absolutely unless the Tenant shall claim them within 6 months of
the date upon which the Tenant vacated the Demised Premises and
(c) the Tenant shall indemnify the Landlord against any damage
occasioned to the Demised Premises and any actions claims proceedings
costs expenses and demands made against the Landlord caused by or
related to the presence of the property in or on the Demised Premises
COVENANTS REAL AND PERSONAL
(7) That the covenants herein contained are considered and intended to be
not only personal covenants but also real covenants affecting and
running with the Demised Premises and every part thereof
NOTICES
(8) The provisions of Section 196 of the Law of Property ▇▇▇ ▇▇▇▇ as
amended shall apply to all notices or schedules required or permitted
to be served hereunder
AGREEMENT FOR LEASE
(9) The parties hereby certify that there is no agreement for Lease (or
tack) to which this Lease gives effect
COSTS
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(10) Each party shall pay its own costs in connection with the preparation
and completion of this lease except for the costs of the Superior
Landlord's Solicitors and Surveyors which shall be shared equally
between the Landlord and the Tenant
JURISDICTION
(11) The High Court of Justice in England shall have non-exclusive
jurisdiction to entertain any action or proceedings whatsoever in
respect of this lease or any provision thereof of any matter or thing
arising under or by virtue or consequent upon this lease
(12) SERVICE OF PROCESS
a) In connection with this lease the Guarantor shall at all times
maintain an agent for service of process and any other
documents in proceedings in England
b) Such agent shall be ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ of ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ and any writ judgment or other notice of legal
process shall be sufficiently served on the Guarantor if
delivered to such agent at its address for the time being
c) The Guarantor irrevocably undertakes not to revoke the
authority of the above agent and if for any reason the
Landlord requests the Guarantor to do so the Guarantor shall
promptly appoint another such agent with an address in England
and advise the Landlord
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d) If following such a request the Guarantor fails to appoint
another agent then the Landlord shall be entitled to appoint
one on behalf of the Guarantor
7. THE GUARANTOR COVENANTS with the Landlord as follows:-
(1) that the Tenant until released under Section 5 of LTCA 1995 will
punctually pay the rents and will observe and perform all the Tenant's
covenants in this Lease and that the Tenant will during the subsistence
of any Authorised Guarantee Agreement entered into by the Tenant
observe and perform all covenants given by the Tenant therein and that
in case of any default by the Tenant in the payment of the rents or the
observance or performance of the Tenant's covenants the Guarantor will
make good to the Landlord on demand without set-off or counterclaim all
loss damage costs and expenses arising out of such default and suffered
by the Landlord PROVIDED THAT:-
(i) no neglect or forbearance of the Landlord in enforcing the payment
of the rents or the observance or performance of the Tenant's covenants
nor any refusal by the Landlord to accept rent tendered by or on behalf
of the Tenant during the period in which the Landlord is entitled or
would after service of a notice under Section 146 of the Law of
Property ▇▇▇ ▇▇▇▇ be entitled to re-enter the Demised Premises and any
time which may be given by the Landlord to the Tenant and any variation
of this Lease shall discharge the Guarantor either in whole or in part
or in any way affect his liability under this covenant
(ii) in the event that the Tenant surrenders part of the Demised
Premises the liability of the Guarantor shall continue in respect of
the part of the Demised
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Premises not so surrendered after making any necessary apportionments
under Section 140 of the Law of Property Act 1925
(iii) the fact that the terms of this Lease may have been varied by
agreement between the Landlord and the Tenant shall not discharge the
Guarantor in whole or in part or in any way affect the Guarantor's
liability under this covenant
(iv) should the Tenant (here meaning Manhattan Associates Limited) or
any assignee of that party cease to exist such event shall not
discharge the Guarantor either in whole or in part or in any way affect
his liability under this covenant
(2) That if this Lease is disclaimed or forfeited and if the Landlord
by notice in writing within three months of receiving notice of such
disclaimer or forfeiture so requires the Guarantor will take from the
Landlord a Lease of the Demised Premises for a term commensurate with
the residue of the term granted by this Lease which would have remained
had there been no disclaimer or forfeiture at the same rent and subject
to the same covenants and conditions as are reserved by and contained
in this Lease with the exception of this clause to take effect from the
date of such disclaimer or forfeiture and in such case the Guarantor
will pay the costs and stamp duties of such new Lease and execute and
deliver to the Landlord a counterpart of it
(3) That if the Landlord shall not require the Guarantor to take a
Lease of the Demised Premises pursuant to sub-clause (2) above the
Guarantor shall
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nevertheless upon demand pay to the Landlord a sum equal to the rent
and other payments that would have been payable under this Lease but
for the disclaimer or forfeiture until the expiration of three months
from such event or until the Demised Premises shall have been relet by
the Landlord whichever shall first occur
(4) The Guarantor waives any rights the Guarantor may have of first
requiring the Landlord to proceed against or claim payment from the
Tenant and the Guarantor agrees to subordinate and does hereby
subordinate any and all claims the Guarantor may have against the
Tenant existing now or arising later (whether in respect of payment
made under this covenant or otherwise) to any and all claims by the
Landlord under this Lease
(5) Any sums which may not otherwise be recoverable by the Landlord
from the Tenant under this Lease by reason of any legal limitation
immunity disability or incapacity or other circumstances relating to
the Tenant (and whether or not known to the Landlord) shall
nevertheless be recoverable from the Guarantor as principal debtor in
respect thereof and this guarantee shall not be discharged nor the
Guarantors liability under it be affected by the fact that any dealings
with the Landlord by the Tenant may be outside or in excess of the
powers of the Tenant
(6) The Guarantor shall not be entitled to participate in any security
held by the Landlord in respect of the Tenant's obligations to the
Landlord under this Deed or to stand in the place of the Landlord in
respect of any such security until
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all the obligations on the part of the Tenant or the Guarantor to the
Landlord under the Lease shall have been performed or discharged
(7) No assured security or payment which may be avoided under any
enactment relating to insolvency or bankruptcy and no release
settlement or discharge which may have been given or made on the faith
of any such assurance security or payment shall prejudice or affect the
right of the Landlord to recover from the Guarantor to the full extent
of this guarantee
(8) This guarantee shall enure to the benefit of the successors and
assigns of the Landlord under this Lease and each of them
(9) This guarantee shall not be determined or affected by the
insolvency or liquidation of either of the Guarantor or the Tenant or
by any change in the constitution structure or powers of either the
Guarantor the Tenant or the Landlord
(10) For the avoidance of doubt all references in this covenant to
"this Lease" are references to this Lease and all deeds and documents
additional or supplemental to it or to any of them
IN WITNESS whereof this document has been executed as a Deed by the parties
hereto and is intended to be and is hereby delivered on the date first before
written
THE FIRST SCHEDULE
PART I
THE DEMISED PREMISES
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ALL THAT first floor premises situate in the North Wing of the Building shown
for the purpose of identification only edged red on the Plan including;
1. the decorative finishes on the inside of the exterior walls of the
Building but not any of the other parts of the exterior walls; and
2. the floor finishes with the lower limit of the Demised Premises
including the finishes but not extending to anything below them; and
3. the ceiling finishes with the upper limit of the Demised Premises
including the finishes but not extending to anything above them; and
4. the whole of any non-load bearing walls within the Demised Premises;
and
5. all replacement additions and improvements to the Demised Premises
effected by the Tenant; and
6. all ducts shafts system tanks radiators water gas electricity and
telephone supply pipes wires and cables sewers and drains soil pipes
waste water pipes soakaways meters and any other pipes wires and
cables other than those belonging to the relevant supply authorities
exclusively serving the Demised Premises
PART II
RIGHTS INCLUDED IN THE DEMISE
1. The right in common with the Landlord and all others authorised by it
or entitled to the like right to the free passage and running of water
soil gas electricity telephone and other services or supplies through
and along the pipes wires drains conduits and other conducting media
which now are or may within the Perpetuity Period be in the Building
and the Estate
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2. The right of access to and egress from the Demised premises over along
and upon the access ways staircases entrance halls and lifts serving
the Demised Premises within the Building
3. The right in common with the Landlord and the owners and occupiers of
adjoining premises and all others having the like right and those now
or hereafter authorised by the Landlord in case of fire or other
emergency of access and egress to and from the Demised Premises over
other parts of the Building and the Estate
4. The right to park 35 motor vehicles in the car parking spaces shown
coloured blue on the Plan marked "B" or in such alternative temporary
spaces as may be reasonably agreed by the Landlord and the Tenant from
time to time together also with the right to park 3 cars in the
visitor car spaces shown coloured yellow on the Plan
5. The rights granted to the lessee in the Superior Lease so far as they
relate to and affect the Demised Premises
PART III
EXCEPTIONS AND RESERVATIONS
1. The right to have any adjoining land or buildings now or during the
Perpetuity Period belonging to the Landlord supported and sheltered by
the Demised Premises
46
47
2. The right for the Landlord and all person authorised by it at all
reasonable times and on reasonable notice in writing (except in
emergency) to enter the Demised Premises with or without workmen and
others for any or all of the following purposes:-
(1) repairing renewing inspecting or connecting any pipe wire
drain conduits or other conducting media within the Demised Premises
(2) carrying out any works (whether or repair or otherwise) for
which the Landlord or the Tenant is liable under this Lease
(3) carrying out any works (whether of repair or otherwise) to
the Demised Premises or to any property adjoining the Demised Premises
or to any party structure sewer drain or pavement light
(4) any other purpose mentioned in this lease and the Superior
Lease
3. The right to the free passage and running of water soil gas
electricity telephone telecommunications and other services or
supplies through and along the pipes wires drains conduits and other
conducting media which now are or may within the Perpetuity Period be
installed by the Landlord in the Demised Premises
4. The right for the owners and occupiers of the Building and persons
authorised by the Landlord in case of fire and other emergency of
access and egress to and from the Building over the Demised Premises
5. The exceptions and reservations contained in the Superior Lease so far
as they relate to and affect the Demised Premises
47
48
PROVIDED ALWAYS that the Landlord will make good forthwith any damages caused
in the exercise of the rights contained in this Part III of the first Schedule
THE SECOND SCHEDULE
SUPERIOR LEASE
A lease dated 18 January 1999 and made between Scottish Widows' Fund and Life
Assurance Society (1) Tektronix UK Limited (2) and Tektronix Inc (3)
THE THIRD SCHEDULE
WARRANTIES
Date Document Parties
---- -------- -------
04.02.1999 Sub-Contractors Warranty (1) South Down Construction Limited
(2) Tektronix (UK) Limited
(3) ▇▇▇▇▇▇ Construction Southern
Limited
(4) Helical Bar Developments (South
East) Limited
04.02.1999 Sub-Contractors Warranty (1) ▇▇▇▇▇▇▇▇▇ Limited
(2) Tektronix Limited
(3) ▇▇▇▇▇▇ Construction Southern
Limited
(4) Helical Bar Developments (South
East) Limited
04.02.1999 Sub-Contractors Warranty (1) ▇▇▇▇▇ ▇▇▇▇▇ Limited
(2) Tektronix (UK) Limited
(3) ▇▇▇▇▇▇ Construction Southern
Limited
(4) Helical Bar Developments (South
East) Limited
04.02.1999 Sub-Contractors Warranty (1) Kvaerner Rashleigh Weatherfoil
Limited
(2) Tektronix (UK) Limited
(3) ▇▇▇▇▇▇ Construction Southern
Limited
(4) Helical Bar Developments (South
48
49
East) Limited
04.02.1999 Sub-Contractors Warranty (1) ▇▇▇▇▇ ▇▇▇▇▇▇▇ Limited
(2) Tektronix (UK) Limited
(3) ▇▇▇▇▇▇ Construction Southern
Limited
(4) Helical Bar Developments (South
East) Limited
04.02.1999 Sub-Contractors Warranty (1) Composite Structures Limited
(2) Tektronix (UK) Limited
(3) ▇▇▇▇▇▇ Construction Southern
Limited
(4) Helical Bar Developments (South
East) Limited
04.02.1999 Specialist Supply (1) Bison Concrete Products Limited
Warranty (2) Tektronix (UK) Limited
(3) ▇▇▇▇▇▇ Construction Southern
Limited
(4) Helical Bar Developments (South
East) Limited
04.02.1999 Sub-Contractors Warranty (1) Airteck Limited
(2) Tektronix (UK) Limited
(3) ▇▇▇▇▇▇ Construction Southern
Limited
(4) Helical Bar Developments (South
East) Limited
05.03.1999 Sub-Contractors Warranty (1) Construction Elements and
Contracting (Trading as Pollards
Fyrespan)
(2) Tektronix (UK) Limited
(3) ▇▇▇▇▇▇ Construction Southern
Limited
(4) Helical Bar Developments (South
East) Limited
08.01.1999 Environmental (1) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Limited
Consultants (2) Tektronix (UK) Limited
Warranty (3) Helical Bar Developments (South
East) Limited
(4) Scottish Widows Fund and Life
Assurance Society
49
50
04.02.1999 Sub-Contractors Warranty (1) Sky Roofing Limited
(2) Tektronix (UK) Limited
(3) ▇▇▇▇▇▇ Construction Southern
Limited
(4) Helical Bar Developments (South
East) Limited
18.01.1999 Sub-Contractors Warranty (1) ▇▇▇▇▇▇ Construction Limited
(2) ▇▇▇▇▇▇ Construction Group Plc
(3) Tektronix (UK) Limited
(3) Helical Bar Developments (South
East) Limited
18.01.1999 Contractors Warranty (1) ▇▇▇▇▇▇ Construction Limited
(2) ▇▇▇▇▇▇ Construction Group Plc
(3) Tektronix (UK) Limited
(3) Helical Bar Developments (South
East) Limited
18.01.1999 Planning Supervisors (1) Bucknall Austin Plc
Warranty (2) Tektronix (UK) Limited
(3) Helical Bar Developments (South
East) Limited
18.01.1999 Quantity Surveyors (1) Bucknall Austin Plc
Warranty (2) Tektronix (UK) Limited
(3) Helical Bar Developments (South
East) Limited
18.01.1999 Architects Warranty (1) ▇▇▇▇▇▇▇▇ Associates Architects
Limited
(2) Tektronix (UK) Limited
(3) Helical Bar Developments (South
East) Limited
18.01.1999 Mechanical and Electrical (1) Hilson ▇▇▇▇▇ Partnership Limited
Engineers Warranty (2) Tektronix (UK) Limited
(3) Helical Bar Developments (South
East) Limited
18.01.1999 Structural Engineers (1) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Limited
Warranty (2) Tektronix (UK) Limited
(3) Helical Bar Developments (South
East) Limited
50
51
EXECUTED as a Deed by )
TEKTRONIX UK LIMITED )
acting by two directors or a )
director and the secretary:- )
Director /s/ [Illegible]
Director/Secretary /s/ [Illegible]
52
[Floor Plan of First Floor--Building A--The Arena]
[TEKTRONIX LOGO]
[▇▇ ▇▇▇▇▇ FMS]
[10/3/99]
