THIS LEASE is made the day of One thousand nine hundred and
ninety-eight BETWEEN * of * (hereinafter called "the Landlord" which expression
where the context so admits shall include the reversioner for the time being
immediately expectant upon the term hereby granted) of the first part and *
whose registered office is situate at * (hereinafter called "the Tenant" which
expression where the context so admits shall include the person or persons in
whom the term hereby granted may from time to time be vested) of the second part
NOW THIS DEED WITNESSETH as follows:
1. IN consideration of the rents and covenants on the part of the Tenant
hereinafter reserved and contained the Landlord HEREBY DEMISES unto the
Tenant ALL THOSE the premises described in the First Schedule hereto
(hereinafter called "the demised premises") EXCEPT AND RESERVING unto the
Landlord and all others for the time being entitled thereto the rights set
out in the Second Schedule hereto AND SUBJECT to the matters set out in the
Third Schedule hereto TO HOLD the demised premises unto the Tenant for a
term of FIVE YEARS from and including the date hereof (hereinafter called
"the Term" which shall include the period of any holding over or any
extension or continuation whether by statute or at common law) YIELDING AND
PAYING therefor FIRSTLY yearly and proportionately for any fraction of a
year until and including the 31 day of August 2000 the yearly rent of
THIRTY-SIX THOUSAND POUNDS ((pound)36,000) and from and including the 1 dAY
of September 2000 such rent as may become payable pursuant to the Fourth
Schedule hereto in each case by equal quarterly payments to be made in
advance on the usual quarter days in every year without any deduction the
first such payment or a proportionate part thereof in respect of the period
from the date hereof to the quarter day hereafter next following being
payable on the completion hereof SECONDLY by way of additional rent from
time to time such sum or sums as are equal to the amount which the Landlord
may expend in effecting and maintaining the insurance of the demised
premises such last mentioned rent to be paid without deduction forthwith on
demand and THIRDLY by way of additional rent without deduction forthwith on
demand any other monies payable by the Tenant to the Landlord pursuant to
the terms of this Lease
2. THE Tenant HEREBY COVENANTS with the Landlord as follows:
TO PAY RENTS
(1) To pay the rents hereinbefore reserved at the times and in the manner
aforesaid without any deduction whatsoever
TO PAY INTEREST ON OVERDUE MONIES
(2) Without prejudice to any other right remedy or power herein contained or
otherwise available to the Landlord if any of the said rents (whether
formally demanded or not) or any other sum of money payable to the Landlord
by the Tenant under this Lease shall remain unpaid for more than fourteen
(14)days
after the date upon which the same becomes due to pay interest thereon at
the yearly rate of 4% per annum above the Base Rate for the time being of
National Westminster Bank PLC or in the event of National Westminster Bank
PLC ceasing to publish a Base Rate such other comparable rate of interest
as the Landlord shall from time to time determine (hereinafter in either
case called "the Prescribed Rate")
TO PAY OUTGOINGS
(3) To bear pay and discharge all rates taxes duties 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 or of a wholly novel character) now or hereafter
assessed charged or imposed upon or payable in respect of the demised
premises or any part thereof or upon the owner or occupier thereof and a
proper proportion attributable to the demised premises of any such rate
taxes duties charges assessments impositions and outgoings now or hereafter
assessed charged or imposed upon or payable in respect of the demised
premises or any part thereof or upon the owners or occupiers thereof
jointly with any adjoining or neighbouring property or the owners or
occupiers thereof excluding any payable by the Landlord occasioned by any
dealing with the reversion of this Lease
TO MAINTAIN AND KEEP IN REPAIR
(4)
(a) To keep the demised premises in as good repair and condition and
decorative order as they now are (as evidenced by the Schedule of
Condition annexed hereto) (damage by the Insured Risks as hereinafter
defined excepted unless payment of the insurance monies is withheld in
whole or in part as a result of the act neglect or default of the
Tenant)
(B) Not to commit any waste whether permissive or voluntary in or upon the
demised premises
(C) Not to allow to pass into the sewers drains or watercourses serving
the demised premises any noxious or deleterious effluent or other
substance which might cause any obstruction in or injury to the said
sewers drains or watercourses and in the event of any such obstruction
or injury forthwith to make good all such damage to the satisfaction
of the Landlord
CLEANING
(5) At least once in each month during the Term properly to clean all the
windows (both inside and outside) and all other glass in the demised
premises
TO YIELD UP
(6) At the expiration or sooner determination of the Term quietly to yield up
the demised premises to the Landlord in such repair and condition and
decorative order as shall be in accordance with the covenants on the part
of the Tenant herein contained
ENTRY BY LANDLORD AND OTHERS
(7) To permit the Landlord and its agents or surveyors with or without workmen
and others and all persons authorised by the Landlord with all necessary
materials and appliances at all reasonable times during the Term upon
reasonable prior notice (or without notice in case of emergency) to enter
and remain upon the demised premises for any of the following purposes:
(A) to view and examine the state and condition of the demised premises
and to take schedules or inventories of the Landlord's fixtures and
fittings
(B) for any other purpose connected with the interest of the Landlord in
the demised premises including but not limited to valuing or disposing
of any interest of the Landlord
(C) to exercise any of the rights excepted and reserved by this Lease
TO COMPLY WITH NOTICES TO REPAIR
(8) To repair and made good to the satisfaction of the Landlord all defects
wants of repair and breaches of covenant of which notice in writing shall
be given to the Tenant by the Landlord and for which the Tenant is liable
under this Lease within thirty-five (35) days of such notice or sooner if
requisite AND if the Tenant shall fail within fourteen (14) days of such
notice (or immediately in case of emergency) to commence and then
diligently and expeditiously to continue to comply with suc notice in all
respects it shall be lawful (but without prejudice to the right of re-entry
and forfeiture hereinafter contained) for the Landlord and its agents
surveyors and workmen to enter upon the demised premises and to carry out
all or any of the works referred to in such notice and the cost of so doing
and all expenses incurred thereby shall be paid by the Tenant to the
Landlord on demand and in default of payment shall be recoverable as rent
in arrear
DANGEROUS MATERIALS AND USE OF MACHINERY
(9) Not to bring into or keep in the demised premises any article or thing
which is or might become dangerous offensive combustible inflammable
radio-active or explosive or which might increase the risk of fire or
explosion or attack or in any way injure by percolation corrosion or
otherwise the demised premises or contravene any statute
OVERLOADING FLOORS AND SERVICES
(10)
(A) Not to do anything in the demised premises which may throw on the
demised premises any weight or strain in excess of that which the
demised premises are calculated to bear with due margin for safety and
to observe the weight limits for all lifts and similar equipment in
the demised premises
(B) Not to overload the floors of the demised premises nor to suspend any
excessive weight from the roof ceilings walls or stanchions or the
structure of the demised premises and to pay to the Landlord on demand
all costs reasonably incurred by the Landlord in obtaining the opinion
of a qualified structural engineer as to whether the structure of the
demised premises is being or is about to be overloaded
ALTERATIONS
(11)
(A) Not to make any alterations or additions of whatsoever nature to any
structural part of the demised premises nor to the external design
elevation or appearance of the demised premises
(B) Not without the consent in writing of the Landlord to make any
alteration or addition to the Landlord's fixtures and fittings or
otherwise interfere with the same
(C) Not to make any alterations or additions to the electrical
installation save with the Landlords consent not to be unreasonably
withheld and save in accordance with the requirements from time to
time of the Institute of Electrical Engineers
(D) Not to make any alterations or additions of a non-structural nature to
the demised premises without the consent in writing of the Landlord
(such consent not to be unreasonably withheld or delayed) PROVIDED
that the Landlord may as a condition of giving any such consent as
aforesaid require the Tenant to enter into such covenants with the
Landlord as the Landlord may reasonably require as regards (inter
alia) the execution of any such works and the reinstatement of the
demised premises at the end or sooner determination of the Term
(E) In the event of the Tenant failing to observe this covenant 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 all
necessary materials and appliances to enter upon the demised premises
and remove any alterations or additions and execute such works as may
be necessary to restore the demised premises to their former state and
the costs and expenses thereof (including surveyors and other
professional fees) shall be paid by the Tenant to the Landlord on
demand and in default of payment shall be recoverable as rent in
arrear
STATUTORY REQUIREMENTS
(12)
(A) At the Tenant's own expense to observe and comply in all respects with
the provisions and requirements of the Offices, Shops and Railway
Premises Act 1963 the Fire Precautions Xxx 0000 the Defective Premises
Xxx 0000 the Health and Safety at Work, etc. Xxx 0000 and every other
statute already or hereafter in force or prescribed or required by any
public local or other authority so far as they relate to or affect the
demised premises or any additions or alterations thereto or the user
thereof for any purpose or the employment therein of any person or any
fixture machinery plant or chattel for the time being affixed thereto
or being thereupon or used for the purposes thereof
(B) To execute all works and provide and maintain all arrangements which
by or under any statute or by any government department local
authority or other public authority or duly authorised officer or
Court of competent jurisdiction acting under or in pursuance of any
statute are or may be directed or required to be executed provided or
maintained upon or in respect of the demised premises or any additions
or alterations thereto or in respect of any user thereof or the
employment therein of any person or any fixture machinery plant or
chattel and whether by the landlord or tenant thereof
(C) To indemnify and keep indemnified the Landlord against all costs
charges and expenses of or incidental to the execution of any works or
the provision or maintenance of any arrangements so directed or
required as aforesaid
(D) Not to do or omit to be done in or about the demised premises any act
or thing by reason of which the Landlord may under any statute incur
or have imposed upon it or become liable to pay any penalty damages
compensation costs charges or expenses
(E) Not to do anything in the demised premises or cause them to be
occupied in such a way as shall cause any part of the same not to
comply with any statute
PLANNING
(13)
(A) To comply in all respects with 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 the Planning and Compensation Xxx 0000 and any
subsequent legislation of a similar nature (hereinafter called "the
Planning Acts") and to keep the Landlord indemnified in respect
thereof
(B) As often as may be necessary at the expense in all respects of the
Tenant to obtain all licences consents and permissions which may be
required for
the carrying out by the Tenant of any operations on the demised
premises or the commencement continuation or renewal by the Tenant of
any use thereof PROVIDED THAT the Tenant shall not make any
application for planning permission or give any notice to any
authority of the commencement or carrying out of any development (or
give any notice of an intention to commence or carry out the same)
without the prior consent in writing of the Landlord
(C) To pay and satisfy any charge that may hereafter be imposed under the
Planning Acts in respect of the carrying out by the Tenant of any of
its operations on the demised premises or the institution or
continuation by the Tenant of any use thereon
(D) 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
demised premises or any change of use thereof before a planning
permission therefor has been produced to the Landlord and acknowledged
by it in writing as satisfactory to it PROVIDED THAT the Landlord may
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 be or be likely to be prejudicial to the Landlord's interest
in the demised premises whether during the Term or following the
expiration thereof
(E) Unless the Landlord shall otherwise direct to carry out before the
expiration or sooner determination of the Term any works stipulated to
be carried out to the demised premises by a date subsequent to such
expiration or sooner determination as a condition of any planning
permission which may have been implemented by the Tenant
(F) If and when called upon so to do to produce to the Landlord all plans
documents and other evidence which the Landlord may reasonably require
in order to satisfy itself that the provisions of this sub-clause have
been compiled with in all respects
(G) In any case where permission for any development granted by the local
planning or other authority has been granted subject to conditions the
Landlord shall be entitled in addition to its other rights contained
in this Lease as a condition of giving consent to the carrying out of
the works or making the change of use to require the Tenant to provide
reasonable security for the compliance with the conditions imposed as
aforesaid and the development shall not be commenced or the change of
use put into effect until such security shall have been provided to
the reasonable satisfaction of the Landlord
STATUTORY NOTICES
(14) Within seven (7) days (or sooner if requisite having regard to the
requirements of the notice in question or the time limits stated therein)
of the receipt of notice of the same to produce to the Landlord a true copy
and any further particulars required by the Landlord of any permission
notice or order or proposal for a notice or order relevant to the demised
premises or to the use or condition thereof or otherwise concerning the
Tenant made given or issued to the Tenant or occupier by any government
department or local or public authority AND without delay to take all
reasonable or necessary steps to comply therewith AND ALSO at the request
of the Landlord to join with the Landlord in making such objections or
representations against or in respect of any such notice order or proposal
as aforesaid as the Landlord shall deem expedient
FIRE PRECAUTIONS AND EQUIPMENT
(15)
(A) To comply with all requirements and recommendations from time to time
of the appropriate authority the insurers of the demised premises and
the Landlord in relation to fire precautions affecting the demised
premises
(B) To keep the demised premises sufficiently supplied and equipped with
such fire fighting and extinguishing appliances as shall from time to
time be required by any statute or by the fire or other competent
authority or the insurers of the demised premises or as shall be
reasonably required by the Landlord or (at the Landlord's option) to
pay to the Landlord on demand the cost of providing and installing any
of the same and such appliances shall be open to inspection and shall
be maintained to the reasonable satisfaction of the Landlord
(C) Not to obstruct the access to or means of working any fire fighting
and extinguishing appliances or the means of escape from the demised
premises in case of fire
TO INFORM THE LANDLORD OF DEFECTS
(16) Forthwith upon becoming aware of the same to give written 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 so
as to comply with any statutory or common law duty of care now or hereafter
imposed on the Landlord and at all times to display and maintain all
notices which the Landlord may from time to time reasonably require to be
displayed in respect thereof at the demised premise
USER
(17)
(A) Not at any time during the term to use or permit the demised premises
to be used for any noisy noisome noxious dangerous or offensive trade
manufacture or business whatsoever nor for the carrying on of anything
which shall be a nuisance damage annoyance or
inconvenience to the neighbourhood or to the Public Local or any other
Authorities or to the Landlord or to the tenants or owners or
occupiers of adjoining or adjacent premises or which shall in any way
be injurious to the xxx nor to allow any sale by auction to be held in
the demised premises
(B) Not to use or permit the demised premises to be used otherwise than
for a use falling within Class B1(c) B2 or B8 of the Town and Country
Planning (Use Classes) Order 1987 with ancillary offices
NOT TO AFFIX SIGNS
(18) Not to affix or exhibit or permit to be affixed or exhibited to or upon any
part of the demised premises or within the same so as to be visible from
the exterior thereof any placard poster signboard or other advertisement
PROVIDED THAT the Tenant may erect at the entrance of the demised premises
a sign stating the name and business of the Tenant the size style position
and materials of such sign to be approved in writing by the Landlord (such
approval not to be unreasonably withheld or delayed) and (if necessary) by
the local authority
NOTICES FOR DISPOSAL
(19) To permit the Landlord to fix and retain in a conspicuous position on the
demised premises a noticeboard for the reletting (in the event of the
termination or likely termination for whatever reason of the Term) and/or
the sale of the same and not to take down or obscure the said noticeboard
and to permit all persons authorised in writing by the Landlord or its
agents to view the demised premises by prior appointment or (if the Tenant
refuses an appointment) after reasonable prior notice
TO NOTIFY LANDLORD OF ENCROACHMENTS
(20) To give immediate notice to the Landlord of any notice or claim affecting
the demised premises or any part thereof and not knowingly to permit or
suffer any encroachment upon the demised premises or the acquisition of any
new right to light passage drainage or other easement on over or under the
demised premises and if any such encroachment or easement shall be made or
acquired or threatened to be made or acquired forthwith to give notice to
the Landlord and at the cost of the Tenant to do all such things as may be
proper for the purpose of preventing the making of such encroachment or the
acquisition of such easement or right PROVIDED ALWAYS that if the Tenant
shall omit or neglect forthwith to do all such things as aforesaid it shall
be lawful for the Landlord and its agents surveyors and workmen to enter
the demised premises and to do the same and any expense so incurred by the
Landlord shall be repaid to the Landlord by the Tenant on demand in that
behalf together with all Solicitors and Surveyors charges and other
expenses which may be incurred by the Landlord in connection therewith and
in default of payment shall be recoverable as rent in arrear
TO INFORM LANDLORD OF NOTICES
(21) Upon the happening of any occurrence or upon the receipt of any notice
order requisition direction or other thing which may be capable of
adversely affecting the Landlord's interest in the demised premises the
Tenant shall forthwith at his own expense deliver full particulars or a
copy thereof to the Landlord
TAX
(22) Notwithstanding anything contained in this Lease not to do on or in
relation to the demised premises or any part thereof any act matter or
thing (other than the payment of the rents hereby reserved) which shall
render the Landlord liable for any tax levy duty charge or imposition
whatsoever (whether parliamentary local parochial or of any other
description and whether or not of a capital or non-recurring nature or of a
wholly novel character) and not to dispose of or deal with the demise
premises in such a way that the Landlord shall be or become liable for any
such tax levy duty charge or imposition as aforesaid nor to permit any such
disposition or dealing
LANDLORD'S COSTS
(23) To pay on demand to the Landlord all reasonable costs charges and expenses
properly incurred by the Landlord including (without limitation) solicitors
counsels architects and surveyors fees bailiffs commission and other
professional costs and fees:
(A) incidental to or in contemplation of the preparation and service of a
notice under Section 146 of the Law of Property Xxx 0000 or in or in
contemplation of any proceedings under Sections 146 or 147 of the said
Act (whether or not any right of re-entry or forfeiture has been
waived by the Landlord 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 said Act and notwithstanding forfeiture is
avoided otherwise than by relief granted by the Court) AND to
indemnify the Landlord against all costs charges expenses claims and
demands whatsoever in respect of the said proceedings and the
preparation and service of the said notice
(B) incidental to or in contemplation of the preparation and service of
all notices and schedules relating to wants of repair whether served
during or after the expiration of the Term (but relating in all cases
only to such wants of repair that accrued not later than the
expiration or sooner determination of the Term)
(C) in connection with or in procuring the remedying of the breach of any
covenant by the Tenant contained in this Lease
(D) in relation to any application for consent required by this Lease
(such costs to include reasonable management fees and expenses)
whether or not the same is granted
(E) in the event of default in payment by the Tenant of any of the sums
referred to in the foregoing provisions hereof the same shall be
recoverable as rent in arrear
(F) in connection with the preparation and grant of this Lease
ALIENATION
(24)
(A) Not to assign underlet charge or otherwise part with the possession of
the whole or any part of the demised premises or permit another to
occupy the whole or any part of the demised premises except as
hereinafter authorised
(B) Not to assign or charge the whole of the demised premises without the
prior written consent of the Landlord such consent not to be
unreasonably withheld or delayed PROVIDED that for the purposes of
S.19 of the Landlord and Xxxxxx Xxx 0000 as amended the Landlord shall
not be considered to be unreasonably withholding or delaying its
consent to an assignment in the event that the Tenant fails to comply
with the provisions of subclause (c) hereof
(C) Prior to any permitted assignment at its own expense (i) to procure
that the proposed assignee of the Demised Premises enters into a
direct covenant with the Landlord to perform and observe all the
tenant's covenants and all other provisions of this Lease (ii) if the
Landlord shall reasonably so require to obtain either a guarantor or
guarantors who shall covenant with the Landlord in the terms set out
in the Fifth Schedule hereto or such other security as is acceptable
to the Landlord for the proposed assignee (iii) to enter into an
Authorised Guarantee Agreement guaranteeing the performance by the
proposed assignee of the covenants and conditions herein contained
such Authorised Guarantee Agreement to be in such form as is
reasonably required by the Landlord and (iv) to procure that any
guarantor who has covenanted with the Landlord pursuant to subclause
(c) (ii) hereof shall enter into such Authorised Guarantee Agreement
(D) The Tenant shall be entitled to share occupation with any other
company in the same group of companies as the Tenant (as defined by
S.42 of the Landlord and Tenant Act 1954) so long as the relationship
of landlord and tenant is not created between them
(E) Within twenty-one (21) days of any assignment charge underlease or any
transmission or other devolution relating to the demised premises or
any part thereof to produce for registration with the Landlord's
Solicitor such deed or document or a certified copy thereof and to pay
the Landlord's Solicitors reasonable charges for the registration of
every such document such charges not being less than(pound)20.00 plus
Value Added Tax
VALUE ADDED TAX
(25)
(A) To pay and keep the Landlord indemnified against all Value Added Tax
which may from time to time be charged or chargeable on any sum
payable by the Tenant to the Landlord pursuant to the terms of this
Lease or any document entered into pursuant hereto
(B) Any rent or other sum specified in this Lease or in any document
entered into pursuant hereto is and any sum to be agreed certified
determined or ascertained pursuant to the provisions hereof shall be a
sum net of Value Added Tax
(C) The Tenant hereby irrevocably consents to the Landlord charging Value
Added Tax on any such rent or other sum
INSURANCE
(26)
(A) Not to do or permit to be done anything upon the demised premises
whereby any policy or policies of insurance effected by the Landlord
may become void or voidable or whereby any additional premium may
become payable for the insurance of the demised premises
(B) To comply at all times with all requirements of the insurers in
respect of the policy or policies of insurance effected by the
Landlord
(C) Not to effect any policy of insurance on the demised premises in
respect of any of the Insured Risks (and in default the Landlord shall
be entitled to any insurance money received by or payable to the
Tenant)
(D) (Without limiting the generality of the foregoing) not to bring or
keep in or on the Demised Premises any dangerous explosive corrosive
or offensive material
(E) Forthwith upon becoming aware of the happening of any event or thing
against which insurance has been effected by the Landlord the Tenant
shall give immediate notice thereof to the Landlord
3. LANDLORD'S COVENANTS
The Landlord HEREBY COVENANTS with the Tenant as follows:
(1) That the Tenant shall and may peaceably and quietly hold and enjoy the
demised premises during the said term without any lawful interruption or
disturbance from or by the Landlord or any person or persons lawfully
claiming under or in trust for it
(2) That the Landlord will insure and keep insured with insurers or
underwriters of repute:
(A) The demised premises subject only to such exclusions excesses and
limitations as may be imposed by the insurers in the full
reinstatement cost of the demised premises against loss or damage by
fire storm tempest and such other risks for which cover is available
as the Landlord may in its absolute discretion from time to time
determine (hereinafter called "the Insured Risks") including
architects surveyors and other professional fees (and Value Added Tax
thereon) and expenses incidental thereto the cost of shoring up
demolition and site clearance and similar expenses
(B) The explosion of any engineering and electrical plant and machinery to
the extent that the same is not covered by paragraph (a) of this
sub-clause
(C) Property owners liability and such other insurances as the Landlord
may from time to time deem necessary to effect
(3) At the request of the Tenant the Landlord shall (but not more than twice in
any period of twelve months) produce to the Tenant a copy of the current
schedule of insurance cover
(4) If the demised premises or any part thereof are destroyed or damaged by any
of the Insured Risks then the Landlord will lay out or procure to be laid
out and utilise the net proceeds of such insurance only in the rebuilding
and reinstatement of the demised premises so destroyed or damaged
4. PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED as follows:
FORFEITURE
(1)
(A) In this clause a "Forfeiting Event" is any of the following:-
(I) any of the rents reserved by this Lease is outstanding for
fourteen days after becoming due whether formally demanded or
not
(II) a breach by the Tenant of any of the provisions of this Lease
(III) the Tenant has any distress or execution levied on its goods
(IV) the Tenant is Insolvent
(B) In this clause " Insolvent" means:
(I) in relation to a company any of the following:
(AA) it is deemed unable to pay its debts as defined in the
Insolvency Xxx 0000 (referred to in this clause as "the
Act") section 123
(BB) a proposal is made for a voluntary arrangement under Part
I of the Act
(CC) a petition is presented for an administration order under
Part II of the Act or
(DD) a receiver, administrative receiver or manager is
appointed under (without limitation) Part III of the Act
or the Law of Property Act section 101
(FF) a provisional liquidator is appointed under section 135
of the Act
(GG) a proposal is made for a scheme of arrangement under the
Companies Xxx 0000 section 425
(II) in relation to an individual any of the following:
(AA) an application is made for an interim order or a proposal
is made for a voluntary arrangement under Part VIII of
the Act
(BB) a bankruptcy petition is presented to the court or his
circumstances are such that a bankruptcy petition could
be presented under Part IX of the Act
(CC) he enters into a deed of arrangement
(DD) a receiver of the income of the demised premises is
appointed under the Law of Property Act section 101
Whenever a Forfeiting Event exists the Landlord may enter the
demised premises (or any part of them) at any time even if a
previous right of re-entry has been waived and then the term
will end but without affecting any rights that either party
may have against the other including (without limitation) the
breach under which the re-entry is made
IMPLIED EASEMENTS
(2) That nothing herein contained shall operate expressly or impliedly to
confer upon or grant to the Tenant any easement right or privilege
whatsoever
RESTRICTIONS ON ADJOINING PROPERTY
(3) That nothing herein contained or implied shall impose or be deemed to
impose any restriction on the use of any land or building or premises not
comprised in these presents or give the Tenant the benefit of or the right
to enforce or to have enforced or to permit the release or modification of
any covenant agreement or condition entered into by any purchaser from or
by any lessee or occupier of the Landlord in respect of property not
comprised in these presents or to prevent or restrict i any way the
development of any land not comprised in these presents
COMPENSATION
(4) Except where any Act of Parliament prohibits or modifies the right of the
Tenant to compensation being excluded or reduced by agreement the Tenant
shall not be
entitled on quitting the demised premises to claim any compensation from
the Landlord under the Landlord and Xxxxxx Xxx 0000 or any other Act of
Parliament whether enacted before or after the date hereof
NOTICES
(5)
(A) Any demand or notice required to be made given to or served on the
Tenant shall be duly and validly made given or served if addressed to
the Tenant (and if there shall be more than one of them then any of
them) and left at or sent by pre-paid registered or recorded delivery
mail addressed (in the case of a company) to its registered office or
(whether a company or individual) its last known address or (in the
case of a notice to the Tenant) the demised premises
(B) Any notice required to be given to or served on the Landlord shall be
duly and validly made given or served if sent by pre-paid registered
or recorded delivery mail addressed in the case of a company to the
Landlord at its registered office and in the case of an individual to
the latest address of the Landlord of which the Tenant was given
notice in writing
(C) Any demand or notice sent by mail shall be conclusively treated as
having been made given or served on the second working day after the
day of posting
CESSER OF RENT
(6) In case the demised premises or any part thereof shall be destroyed or
damaged by any of the Insured Risks so as to render the demised premises
unfit for occupation and use and the policy or policies or insurance shall
not have been vitiated or payment of the policy monies refused in whole or
in part in consequence of some act or default of the Tenant or any
undertenant or any person under its or their control then the rent first
hereby reserved or a fair proportion thereof according to the nature and
extent of the damage sustained shall be suspended until the demised
premises shall be again rendered fit for occupation and use or the
expiration of three (3) years from the date of the destruction or damage
(whichever is the earlier) and any dispute regarding the cesser of rent
shall be referred to the award of a single arbitrator to be appointed in
default of agreement upon the application of either party by or on behalf
of the President for the time being of the Royal Institute of Chartered
Surveyors in accordance with the provisions of the Arbitration Xxx 0000 (as
the same may from time to time be amended)
EXCLUSION ORDER
(7) Having been authorised so to do by an Order of the * County Court made on
the * day of * 199* under the provisions of S.38(4) of the Landlord and
Xxxxxx Xxx 0000 as amended by S.5 of the Law of Property Xxx 0000 the
parties hereto agree that the provisions of S.24 to S.28 inclusive of the
Landlord and Xxxxxx Xxx 0000 shall be excluded in relation to the Lease
hereby created
INTERPRETATION
(8) In this Lease where the context so admits words importing the neuter gender
only shall include the masculine or feminine gender (as the case may be)
and words importing the masculine gender only shall include the feminine
gender and vice-versa and words importing the singular number only include
the plural number and vice versa and where there are two or more
individuals included in the expression "the Tenant" covenants herein
expressed to be made by the Tenant shall be deemed to be made by such
persons jointly and severally
PARAGRAPH HEADINGS
(9) The paragraph headings hereto shall not affect the construction of these
presents
CERTIFICATION
(10) It is hereby certified that this Lease is not entered into pursuant to an
Agreement for Lease
IN WITNESS whereof this Lease has been duly executed as a Deed the day and year
first before written
THE FIRST SCHEDULE
ALL THAT the land and premises known as 29, 29A, 31 and 00 Xxxxxxxx Xxxxx
Xxxxxxxxxx Xxxxxx XX00 which said land and premises comprise Title Nos. SGL
281662 and SGL 382413 together with the appurtenances thereto and any building
now or hereafter erected on the said land or any part thereof and all boundary
walls fences and xxxxxx belonging thereto and including all additions
alterations and improvements thereto and all Landlord's fixtures and fittings
and plant machinery and equipment now or hereafter on in or about the same
THE SECOND SCHEDULE
The following rights and easements are excepted and reserved out of the demised
premises to the Landlord and its tenants and the occupiers of any adjoining or
neighbouring land or premises ("the other premises") and all other persons
authorised by the Landlord or having the like rights and easements:
(A) The free passage and running of water soil gas electricity
telecommunications and other services through all channels pipes
conduits and cables and other media which are now or may at any time
during the Term be in on over or under the demised premises or any
part thereof
(B) Full right and liberty at any time hereafter as need or occasion shall
arise to build re-build or execute any other works upon the other
premises and to use the other premises in any manner and for any
purposes as the Landlord or the person exercising such rights may
think fit notwithstanding that the access of light or air to the
demised premises may thereby suffer interference
(C) The right to lay construct and maintain gas water and other pipes
drains electric telecommunications and other wires and cables and
appliances (with necessary inspection xxxxxxxx) through in under over
or upon the demised premises or any part thereof for the benefit of
the demised premises or the other premises
(D) The right at any time with or without workmen and equipment but
(except in an emergency) after giving not less than Twenty-four hours
prior written notice to enter (or in an emergency or after the giving
of reasonable prior notice during the Tenant's absence to break and
enter) the demised premises in order to (a) inspect or view the
condition of the demised premises (b) carry out work upon the other
premises and (c) carry out any repairs or other work which the
Landlord must or may carry out under the provisions of this Lease or
to do any other thing which under the said provisions the Landlord may
do
(E) Such rights and easements as were excepted or reserved by any of the
documents set out in the Third Schedule hereto
THE THIRD SCHEDULE
The demise hereinbefore contained is made subject to the covenants restrictions
reservations and other matters (other than financial charges) contained or
referred to in the Property and Charges Registers of Title Nos. SGL 281662 and
SGL 382413
THE FOURTH SCHEDULE
RENT REVIEW
DEFINITIONS
(1) For the purpose of this Schedule:
(A) "Review Date" means 1st September 2000
(B) "Open Market Rent" means the best yearly rent at which the demised
premises might reasonably be expected to be let in the open market on
the Review Date by a willing landlord to a willing tenant with vacant
possession and without a premium or any other consideration for the
grant thereof for a term of years equal to the residue unexpired of
the Term at the Review Date and after the expiry of a rent free period
of such length as would be negotiated in the open market and otherwis
on the same terms and conditions as are contained in this Lease
(except as to the amount of the rent payable hereunder but including
these provisions for the review of rent) and on the assumption (if not
a fact) that at the Review Date:
(A) the demised premises are suitable and fit for immediate
beneficial occupation and use by the willing tenant
(B) the demised premises are in good and substantial repair and free
from defects (whether or not inherent)
(C) no work has been carried out to the demised premises by the
Tenant or any undertenant during the Term which has diminished
the rental value of the demised premises
(D) if the demised premises have been destroyed or damaged they have
been fully rebuilt and reinstated
(E) all the covenants on the part of the Tenant contained in this
Lease have been fully performed and observed
BUT there shall be disregarded:
(I) any effect on rent of the fact that the Tenant or any permitted
undertenant may have been in occupation of the demised premises
(II) any goodwill attached to the demised premises by reason of any
business carried on therein by the Tenant or any permitted
undertenant
(III)any increase in the rental value of the demised premises
attributable to the existence at the Review Date of any
improvement to the demised premises or any part thereof carried
out by the Tenant or any permitted undertenant after the date
hereof with the consent (where required) of the Landlord
otherwise than in pursuance of an obligation to the Landlord or
pursuant to obligations requiring compliance with statutes or
directions of local or other authorities
(IV) the taxable status of the Tenant for the purposes of Value Added
Tax or any other tax
(V) so far as may be permitted by law all restrictions whatsoever
relating to rent or to security of tenure contained in any
statute or orders rules or regulations thereunder and any
directions thereby given relating to any method of determining
rent
(C) "Surveyor" means the independent professionally qualified surveyor of
not less than Ten (10) years standing being suitably experienced in
rent review valuations in South East England of industrial and
warehouse premises of a similar size and nature to the demised
premises appointed
from time to time to determine the Open Market Rent pursuant to the
provisions of this Schedule
(D) "the President" means the President for the time being of The Royal
Institution of Chartered Surveyors and shall include the duly
appointed deputy of the President or any person authorised by the
President to make appointments on his behalf
(E) "Rent Restrictions" means any restrictions imposed by statute or any
order rule or regulation thereunder for the control of rent in force
on the Review Date or on the date on which any increased rent is
ascertained in accordance with this Schedule and which operate to
impose any limitation whether in time or amount on the collection of
an increase in the rent first hereby reserved or any part thereof
UPWARDS ONLY RENT REVIEW
(2) The rent first hereby reserved shall be reviewed with effect from the
Review Date in accordance with the provisions of this Schedule and from and
including the Review Date the rent shall be equal to the higher of either
the rent payable immediately before the Review Date or the Open Market Rent
on the Review Date agreed or determined as hereinafter provided
AGREEMENT OR DETERMINATION OF THE REVIEWED RENT
(3) The Open Market Rent at the Review Date may be agreed in writing at any
time between the Landlord and the Tenant but if for any reason the Landlord
and the Tenant are unable to agree to the Open Market Rent then either the
Landlord or the Tenant may (not more than two months before but at any time
after the Review Date) by notice to the other party require the Open Market
Rent to be determined by the Surveyor
APPOINTMENT OF SURVEYOR
(4) In default of agreement between the Landlord and the Tenant on the
appointment jointly of the Surveyor the Surveyor shall be appointed by the
President on the written application of either the Landlord or the Tenant
who shall be at liberty to make such application not more than one (1)
month before but at any time after the Review Date
FUNCTIONS OF THE SURVEYOR
(5) The Surveyor shall:
(A) at the option of the Landlord act either as an arbitrator in
accordance with the Arbitration Act 1996 (as the same may be amended
from time to time) or as an expert
(B) if acting as an expert invite the Landlord and the Tenant to submit to
him
within such time limits as he shall consider appropriate and as shall
be approved by the Landlord a valuation accompanied if desired by a
statement of reasons and such representations and cross
representations as to the amount of the Open Market Rent with such
supporting evidence as they may respectively wish
(C) within sixty (60) days of his appointment or within such extended
period as the Landlord and the Tenant shall jointly agree in writing
give to each of them written notice of the amount of the Open Market
Rent as determined by him
COSTS OF REFERENCE TO SURVEYOR
(6)
(A) The costs of any reference to the Surveyor (if acting as an expert)
shall be in the award of the Surveyor and failing such award the costs
shall be borne by the parties in equal shares
(B) If either the Landlord or the Tenant shall fail to pay their
respective share of the costs of the Surveyor under the provisions
hereof within twenty-one days of the same being demanded by the
Surveyor then the other shall be entitled to pay the same and the
amount to paid shall be repaid by the party chargeable on demand and
in the case of the Tenant shall be recoverable as rent in arrear
APPOINTMENT OF NEW SURVEYOR
(7) If the Surveyor (acting as an expert) does not give notice of his
determination within the time aforesaid or if he shall die or become
unwilling to act or incapable of acting or if for any other reason he is
unable to act then either the Landlord or the Tenant may request the
President to discharge the Surveyor and appoint another surveyor in his
place which procedure may be repeated as many times as necessary
INTERIM PAYMENTS PENDING DETERMINATION
(8) In the event that by the Review Date the amount of the reviewed rent has
not been agreed or determined as aforesaid (the actual date of agreement or
determination being herein called "the Determination Date") then in respect
of the period of time (herein called "the Interim Period") beginning with
the Review Date and ending on the quarter day following the Determination
Date the Tenant shall pay to the Landlord rent at the yearly rate payable
immediately before the Review Date and within seven (7) days of the
Determination Date the Tenant shall pay to the Landlord on demand as
arrears of rent the amount by which the reviewed rent exceeds the rent
actually paid during the Interim Period (apportioned on a daily basis)
together with interest thereon at the Prescribed
Rate from the Review Date to the date of actual payment
RENT RESTRICTIONS
(9) On each and every occasion during the Term that Rent Restrictions shall
prevent or prohibit either wholly or partially:
(A) the operation of the above provisions for review of the rent or
(B) the normal collection and retention by the Landlord of any increase in
the rent or any installment or part thereof
THEN and in each such case respectively:
(I) the operation of such provisions for review of the rent shall be
postponed to take effect on the first date or dates thereafter
upon which such operation may occur
(II) the collection of any increase or increases in the rent shall be
postponed to take effect on the first date or dates thereafter
that such increase or increases may be collected and/or retained
in whole or in part and on as many occasions as shall be required
to ensure the collection of the whole increase
AND until the Rent Restrictions shall be relaxed either partially or wholly
the rent first hereby reserved shall be the maximum sum from time to time
permitted by the Rent Restrictions as may be applicable
MEMORANDA OF REVIEWED RENT
(10) As soon as the amount of any reviewed rent has been agreed or determined
memoranda thereof shall be prepared by the Landlord or its Solicitors and
thereupon shall be signed by or on behalf of the Landlord and the Tenant
and annexed to this Lease and the counterpart thereof and the parties shall
bear their own costs in respect thereof
TIME NOT OF THE ESSENCE
(11) For the purpose of this clause time shall not be of the essence
THE FIFTH SCHEDULE
(1) The Assignee or the Surety shall pay the rents and all other sums reserved
and made payable by the Lease in the manner and at the respective times
appointed for payment thereof and shall perform and observe all the
covenants on the part of the Tenant and the conditions and provisions
contained in the Lease AND the Surety hereby indemnifies the Landlord
against all claims demands losses damages costs and expenses whatsoever
sustained by the Landlord by reason of or arising in any way directly or
indirectly out of any default by the Assignee in the payment of the said
rents or other sums in the manner aforesaid or in the performance or
observance of any of the said covenants conditions and provisions
PROVIDED ALWAYS that any neglect delay or forbearance of the Landlord in
enforcing or giving time to the Assignee for payment of the said rents or
other sums or the performance or observance of any of the said covenants
conditions and provisions or any variation in the terms of th Lease
(including any reviews of the rent) or the transfer of the Landlord's
reversion or the release of any one of the persons acting as the Surety (if
more than one) from liability under the Lease or any other act omission
matter or thing whatsoever whereby (but for this provision) the Surety
would be exonerated either wholly or in part from this covenant and
indemnity (other than a release under seal given by the Landlord) shall not
release or in any way lessen or affect the liability of the Surety
hereunder
(2) If the Lease is forfeited or if the Assignee being a company goes into
liquidation and the liquidator disclaims the Lease or the Assignee is
wound-up or ceases to exist or the Assignee being an individual becomes
bankrupt and the trustees in bankruptcy disclaim the Lease or if the Lease
is disclaimed by or on behalf of the Assignee under any statutory or other
power then if the Landlord so requires the Surety shall accept from and
execute and deliver to the Landlord a counterpart of a ne lease of the
Demised Premises for a term commencing on the date of such forfeiture
disclaimer or other event putting an end to the effect of the Lease as
aforesaid and continuing for the residue then remaining unexpired of the
term granted by the Lease such new lease to be at the cost of the Surety
and to reserve the same rents and other sums as are then reserved and made
payable by the Lease and to be subject to the same covenants conditions and
provisions (including the rent review provisions) as are contained in the
Lease (with the exception of this clause)
(3) If the Landlord shall not require the Surety to take a new lease of the
Demised Premises pursuant to paragraph (2) above the Surety shall
nevertheless upon demand pay to the Landlord a sum equal to the rents and
all other outgoings that would have been payable under this Lease but for
the disclaimer or other event as aforesaid in respect of the period from
and including the date of the disclaimer or other event as aforesaid until
the expiration of six (6) months therefrom or until the Demised Premises
shall have been re-let by the Landlord (whichever shall first occur)
(4) In the event that the Assignee further assigns the Lease the Surety shall
enter into the said Authorised Guarantee Agreement so as to guarantee the
performance by the Assignee of the Assignees covenants contained therein
SIGNED as a DEED by the
said * in the presence of:
Director
Secretary
SIGNED as a DEED by the
said *
in the presence of:
Director
Secretary
INDEX
PARTIES
CLAUSE 1: Demise
Habendum
Reddendum
CLAUSE 2: Tenants Covenants
(1) To pay rents
(2) To pay interest on overdue monies
(3) To pay outgoings
(4) To maintain and keep in repair
(5) Cleaning
(6) To yield up
(7) Entry by Landlord and others
(8) To comply with notices to repair
(9) Dangerous materials and use of machinery
(10) Overloading floors and services
(11) Alterations
(12) Statutory requirements
(13) Planning
(14) Statutory notices
(15) Fire precautions and equipment
(16) To inform the Landlord of defects
(17) User
(18) Not to affix signs
(19) Notices for disposal
(20) To notify Landlord of encroachments
(21) To inform Landlord of notices
(22) Tax
(23) Landlords Costs
(24) Alienation
(25) Value Added Tax
(26) Insurance
CLAUSE 3: Landlord's Covenants
(1) Quiet Enjoyment
(2) To Insure
(3) To produce copy Schedule
(4) Destruction of Demised Premises
CLAUSE 4: Provisos and Declarations
(1) Forfeiture
(2) Implied easements
(3) Restrictions on adjoining property
(4) Compensation
(5) Notices
(6) Cesser of rent
(7) Exclusion Order
(8) Interpretation
(9) Paragraph headings
(10) Certification
THE FIRST SCHEDULE: The demised premises
THE SECOND SCHEDULE: Rights reserved
THE THIRD SCHEDULE: Subject matters
THE FOURTH SCHEDULE: Rent Review provisions
THE FIFTH SCHEDULE: Form of Covenant by Future Surety
DATED 1998
(1) *
(2) *
LEASE OF WHOLE
OF
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XXXXXXXXXX
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