LEASE Dated 24th June 1996
Landlord: CAPITAL & COUNTIES PLC
Tenant: BRITE VOICE SYSTEMS GROUP LIMITED
Brook House Gatley
New General Purpose Lease Debenham & Co.
LSEGPN.D 00 Xxxx Xxxx
Author of Standard: FS Knightsbridge
Last Revised: 30th April 1996 Xxxxxx XX0 0XX
@ Xxxxxxxx & Xx 0000
CONTENTS
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CLAUSE PAGE
CLAUSE 1 PARTICULARS.................................................. 1
CLAUSE 2 DEFINITIONS.................................................. 4
CLAUSE 3 INTERPRETATION............................................... 9
3.1 Rights of the Landlord....................................... 9
3.2 Act or default of the Tenant................................. 9
3.3 Approvals of any superior landlord and mortgagee............. 9
3.4 Consent of the Landlord, approval, etc....................... 9
3.5 English law.................................................. 9
3.6 Gender and number............................................ 9
3.7 General and particular words................................. 9
3.8 Headings..................................................... 9
3.9 Joint and separate obligations............................... 10
3.10 Last year and end of the Tenancy............................. 10
3.11 Perpetuity period............................................ 10
3.12 Person and party............................................. 10
3.13 Rights and obligations....................................... 10
3.14 Statute...................................................... 10
3.15 Superior landlord............................................ 11
3.16 Tenant not to allow act...................................... 11
CLAUSE 4 LETTING...................................................... 12
4.1 Letting...................................................... 12
4.2 Rights and reservations...................................... 12
CLAUSE 5 TENANT'S RIGHTS.............................................. 13
CLAUSE 6 LANDLORD'S RIGHTS............................................ 14
6.1 Conducting Media............................................. 14
6.2 Light, support, etc.......................................... 14
6.3 Entry by Landlord............................................ 14
6.4 Landlord's right to carry out works on other premises........ 15
6.5 Letting board, etc........................................... 15
6.6 Goods left on the Property................................... 15
6.7 Variation on implied rights.................................. 15
CLAUSE 7 TENANT'S COVENANTS........................................... 16
7.1 Rent......................................................... 16
7.2 Outgoings.................................................... 16
7.3 Interest..................................................... 16
7.4 Repair and decoration........................................ 17
7.5 Maintenance.................................................. 17
7.6 Contribution to repair of party walls etc.................... 18
7.7 Repair on notice............................................. 18
7.8 Compliance with statutory requirements, etc.................. 18
7.9 Restrictions on dealings..................................... 19
CLAUSE PAGE
7.10 Registration of assignments, etc............................. 22
7.11 Information.................................................. 22
7.12 Alterations.................................................. 23
7.13 Signs and Notices............................................ 23
7.14 Cost of removal by Landlord of unauthorised signs, etc....... 23
7.15 Service installations........................................ 23
7.16 Nuisance..................................................... 24
7.17 Use.......................................................... 24
7.18 Overloading.................................................. 24
7.19 Notices...................................................... 24
7.20 Planning..................................................... 24
7.21 Encroachments................................................ 24
7.22 Maintenance agreements....................................... 25
7.23 Defective premises........................................... 25
7.24 Landlord's rights............................................ 25
7.25 Landlord's Regulations....................................... 25
7.26 The CDM Regulations.......................................... 25
7.27 Landlord's costs............................................. 26
7.28 Indemnities.................................................. 27
7.29 Yield up..................................................... 27
7.30 VAT.......................................................... 27
CLAUSE 8 LANDLORD'S COVENANTS......................................... 28
Quiet enjoyment.............................................. 28
CLAUSE 9 INSURANCE.................................................... 29
9.1 Landlord to insure Property.................................. 29
9.2 Additional Landlord's fixtures............................... 29
9.3 Landlord to inform Tenant of insurance cover................. 29
9.4 Damage to Property........................................... 29
9.5 Option to terminate following damage by an Insured Risk...... 30
9.6 Option to terminate following damage by an Excluded Risk..... 30
9.7 Application by Tenant for new lease following termination.... 31
9.8 Tenant's obligations in respect of Landlord's insurances..... 31
9.9 Tenant's insurance........................................... 32
CLAUSE 10 SUSPENSION OF RENT........................................... 33
10.1 Application.................................................. 33
10.2 Suspension................................................... 33
10.3 Disputes..................................................... 33
CLAUSE 11 FORFEITURE................................................... 34
CLAUSE 12 DECLARATIONS, WARRANTIES AND MISCELLANEOUS................... 35
12.1 Representations and exclusion of use warranty................ 35
12.2 Accidents.................................................... 35
12.3 Payments recoverable as rent................................. 35
12.4 Release of the Landlord...................................... 35
12.5 Service of notices........................................... 35
12.6 Jurisdiction of the English courts........................... 35
12.7 Tenant's option to terminate................................. 36
CLAUSE PAGE
CLAUSE 13 ARBITRATION OR DETERMINATION BY EXPERT....................... 37
13.1 Contrary Provision........................................... 37
13.2 Arbitration.................................................. 37
13.3 Determination by an expert................................... 37
13.4 Expert's terms of appointment................................ 37
13.5 Experience of arbitrator or expert........................... 38
13.6 Non-payment of costs of arbitrator or expert................. 38
CLAUSE 14 RENT REVIEW.................................................. 39
14.1 Definitions.................................................. 39
14.2 New Rent..................................................... 41
14.3 Memorandum................................................... 41
14.4 Delay........................................................ 41
CLAUSE 15 GUARANTEE.................................................... 42
15.1 Definition................................................... 42
15.2 Guarantee.................................................... 42
15.3 New lease on disclaimer, etc................................. 42
15.4 Waiver by Guarantor of rights................................ 43
15.5 Guarantor's liability not to be prejudiced................... 44
15.6 Surrender of part by Original Tenant......................... 44
15.7 Benefit of guarantee......................................... 44
15.8 Change of address............................................ 44
LEASE
PARTICULARS
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CLAUSE 1
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1.1 DATE 24TH JUNE 1996
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1.2 HEADLEASE/UNDERLEASE This lease is a headlease.
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1.3 PARTIES
1.3:1 Landlord CAPITAL & COUNTIES PLC
Registered office: 00 Xxxxxxxx Xxxxxx XX0X
0XX
(Company registration number: 280739).
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1.3:2 Tenant BRITE VOICE SYSTEMS GROUP LIMITED
Registered office: Xxxxxx Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxxx X0 0XX
(Company registration number: 2601740)
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1.4 PROPERTY BROOK HOUSE (formerly Xxxxxx Xxxxx)
Xxxxxxxxx Xxxxx Xxxxxx Xxxxxxxxx Xx0 0XX being
the whole of the land and buildings comprised
in the Landlord's freehold title number
GM681354
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1.5 CONTRACTUAL TERM TEN YEARS from and including the 24th June
1996.
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1
1.6 RENT
1.6:1 Amount To and including the 24th December
1996 TWENTY THOUSAND FIVE HUNDRED AND
FOURTEEN POUNDS (L20,514) a year; from and
including 25th December 1996 to and
including the 23rd June 1997 ONE HUNDRED AND
SEVENTY SEVEN THOUSAND SEVEN HUNDRED AND
EIGHTY EIGHT POUNDS (L177,788) a year; from
and including 24th June 1997 to and
including 23rd June 1998 TWO HUNDRED AND
THIRTY-TWO THOUSAND FOUR HUNDRED AND
NINETY-TWO POUNDS (L232,492) a year; from
and including 24th June 1998 to and
including the 23rd June 1999 TWO HUNDRED AND
NINETY FOUR THOUSAND AND THIRTY FOUR POUNDS
(L294,034) a year; from and including 24th
June 1999 to and including the 23rd June
2001 THREE HUNDRED AND TWENTY ONE THOUSAND
THREE HUNDRED AND EIGHTY SIX POUNDS
(L321,386) a year and thereafter THREE HUNDRED
THOUSAND EIGHT HUNDRED AND SEVENTY TWO
POUNDS (L300,872) a year as varied from time
to time under the provisions of this Lease
(including in particular the provisions for
review in clause 14).
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1.6:2 Rent 24th June 1996
Commencement
Date
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1.6:3 First Rent Payment 24th June 1996
Date
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1.6:4 Review Dates 24th June 2001 only.
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1.7 INSURANCE RENT
COMMENCEMENT DATE 24th June 1996
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2
1.8 PERMITTED USE Offices within Class B1 of the Town
and Country Planning (Use Classes)
Order 1987 and ancillary purposes
1.9 LANDLORD AND TENANT
(COVENANTS) XXX 0000
This Lease is a new tenancy under
section 1 of the Landlord and Tenant
(Covenants) Xxx 0000
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3
DEFINITIONS
CLAUSE 2
In this Lease the following definitions apply:
"ARBITRATION" arbitration under clause 13.2.
"AUTHORISED GUARANTEE has the meaning given to "authorised guarantee
AGREEMENT" agreement" in section 28 of the Landlord and
Tenant (Covenants) Xxx 0000.
"BASE RATE" the base rate from time to time of Barclays
Bank PLC or, if that is not available, the most
closely comparable rate of interest, to be
determined (if not agreed) by Arbitration.
"CONDUCTING MEDIA" all conducting media, including (but not
limited to) pipes, flues, ducts, wires,
cables, drains, sewers, gutters, gullies and
channels and their ancillary plan and
equipment.
"CONTRACTUAL TERM" the term specified in clause 1.5.
"EXCLUDED REVIEW (see clause 14.1)
MATTERS"
"EXCLUDED RISK" any risk which would have fallen within the
definition of "Insured Risks" but for the
Landlord exercising its discretion to
exclude the risk from that definition.
"FAIR PROPORTION" the fair proportion reasonably determined
from time to time by the Landlord's Surveyor.
"first rent payment date" the date specified in clause 1.6:3.
"group company" a company which is a member of the same
group as the Landlord or the Tenant (as the
case may be). For the purpose of this
definition:
(a) a company is a "subsidiary" of another
company if that other company:
(i) holds a majority of the voting
rights in it, or
(ii) is a member of it and has the right
to appoint or remove a majority of
its board of directors, or
(iii) is a member of it and controls
alone, under an agreement with
other shareholders or members, a
majority of the voting rights in it.
4
(b) two companies shall be taken to be
members of the same group if, and only if:
(i) one is a subsidiary of the other, or
(ii) both are subsidiaries of a third,
or
(iii) one is a subsidiary of a company
which itself is a subsidiary of the
other.
"GUARANTOR" the person (if any) so named in clause 1.3:3.
"INSURANCE RENT" a sum equal to the cost of the insurances
described in clause 9.1 (including the cost
of any insurance valuations).
"INSURANCE RENT the date specified in clause 1.7.
COMMENCEMENT DATE"
"INSURED RISKS" (a) fire, explosion and lightning.
(b) impact,
(c) earthquake,
(d) aircraft (other than hostile aircraft)
and things dropped from aircraft,
(e) flood, storm and tempest,
(f) bursting or overflowing of water tanks,
apparatus, pipes, boilers, or heating
equipment,
(g) riot and civil commotion, and
(h) malicious damage,
(i) accidental damage to all plate glass in
the Property and any other risks which
the Landlord or any superior landlord may
from time to time reasonably insure, and
an "Insured Risk" means one of the risks.
Except that a risk will not be an
"Insured Risk" to the extent that, in the
reasonable opinion of the Landlord's
Surveyor, insurance cover is not
available in the normal market at a
reasonable premium and the Landlord
elects not to take out such insurance
cover for the Property and gives
reasonable prior written notice to the
Tenant of such election.
"LANDLORD" the person named in clause 1.3:1 or any
other person who, at the relevant time, is
entitled to the immediate reversion on this
Lease.
5
"LANDLORD'S SURVEYOR" the person from time to time appointed by
the Landlord to act as its surveyor for any
purpose under this Lease, who shall be a
professionally qualified surveyor, and may
be an employee of the Landlord.
"THIS LEASE" this lease, as varied and supplemented by
any document.
"NON-REINSTATEMENT (see clause 9.6:1).
NOTICE"
"OPEN MARKET RENT" (see clause 14.1).
"ORIGINAL LANDLORD" the person named in clause 1.3:1.
"ORIGINAL TENANT" the person named in clause 1.3:2.
"PLANNING ACTS" the Local Government Planning and Land Xxx
0000, the Town and Country Planning Xxx
0000, the Planning (Listed Buildings and
Conversation Areas) Xxx 0000, the Planning
(Hazardous Substances) Xxx 0000 the Planning
(Consequential Provisions) Xxx 0000 and the
Planning and Compensation Xxx 0000 and any
later similar legislation.
"PLANNING CONTROL" has the meaning given to it by the Town and
Country Planning Xxx 0000.
"PRESIDENT OF THE RICS" the President for the time being of The
Royal Institution of Chartered Surveyors, or
the person for the time being authorised to
act on his behalf.
"PROPERTY" the premises described in clause 1.4,
including:
(a) any vaults below or adjoining the
premises,
(b) any pavement lights serving the premises,
(c) Conducting Media within the premises
which do not belong to suppliers,
(d) Conducting Media outside the premises
which exclusively serve the premises and
do not belong to suppliers,
(e) landlord's fixtures in or forming part
of the premises, (including any toilets
and sanitary xxxx),
(f) any additions to the premises, and
(g) any grounds and approaches belonging to
the premises,
but excluding
(h) tenant's fixtures.
6
[SAME AS FOLIO 6]
7
"RENT" the amount (subject to variation and review)
specific in clause 1.6:1.
"RENT COMMENCEMENT the date specified in clause 1.6:2.
DATE"
"REVIEW ASSUMPTIONS" (see clause 14.1).
"REVIEW DATE" (see clause 14.1).
"SIGNS AND NOTICES" signs, notices, placards, posters, stickers,
advertisements, flags, logos, lettering and
numerals.
"TENANCY" the contractual tenancy created by this
Lease and any further tenancy of the
Property during any period of holding over
or extension or continuation of the
contractual tenancy by statute or under
common law.
"TENANT" the Original Tenant and its successors in
title as tenant under this Lease.
"TENANT COVENANT" means a "tenant covenant" (as defined by
section 28 of the Landlord and Tenant
(Covenants) Act 1995) which relates to the
tenancy created by this lease.
"TERMINATION EVENT" (see clause 15.1).
"TERMINATION NOTICE" (see clause 9.6:2.2.)
"VAT" value added tax and any similar tax.
8
INTERPRETATION
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CLAUSE 3
This clause contains directions for interpretation, which apply unless a
contrary intention is clear from the wording elsewhere in this Lease.
3.1 RIGHTS OF THE LANDLORD
References to the rights of the Landlord are deemed to include the same
rights for any superior landlord, and anyone authorised by the Landlord
or a superior landlord.
3.2 ACT OR DEFAULT OF THE TENANT
References to the act or default or fault of the Tenant, and words to
similar effect shall include any act, default or fault of anyone at the
Property with the Tenant's authority and under the Tenant's control.
3.3 APPROVALS OF ANY SUPERIOR LANDLORD AND MORTGAGEE
Any provision in this Lease requiring the consent or approval of the
Landlord is to be construed as also requiring any necessary consent or
approval of:
3.3:1 any superior landlord, and
3.3:2 any mortgagee of the Landlord's or any superior landlord's interest
in the Property,
where such consent or approval shall be required.
3.4 CONSENT OF THE LANDLORD, APPROVAL, ETC.
References to consent of the Landlord, and words to similar effect,
mean a prior consent in writing signed by or for the Landlord.
References to approved and authorised and words to similar effect, mean
previously approved or authorised in writing.
3.5 ENGLISH LAW
This Lease shall be governed by and interpreted in accordance with
English law.
3.6 GENDER AND NUMBER
Words of one gender include all other genders. Singular words include
the plural and vice versa.
3.7 GENERAL AND PARTICULAR WORDS
General words are not limited because they are preceded or followed by
particular words in the same category or covering the same topic.
3.8 HEADINGS
Any footnotes, headings, index, marginal notes, table of contents and
underlinings are for guidance only, not interpretation.
9
3.9 JOINT AND SEPARATE OBLIGATIONS
If an obligation is owed to or by more than one person, that obligation
is owed to or by those persons separately, jointly or in any
combination.
3.10 LAST YEAR AND END OF THE TENANCY
References to the last year of the Tenancy, or other period related to
the end of the Tenancy, and words to similar effect include the last
year of the Tenancy or such other period (as the case may be), even if
it ends before the end of the Contractual Term. References to the end
of the Tenancy and words to similar effect are to be similarly
interpreted.
3.11 PERPETUITY PERIOD
The perpetuity period applicable to this Lease is eighty (8O) years
from the start of the Contractual Term. Whenever in this Lease any
party is granted a future interest that interest must vest within such
perpetuity period and if it has not it will be void for remoteness.
3.12 PERSON AND PARTY
3.12:1 Any reference to a person includes a company, corporation or
other legal entity.
3.12:2 Any reference to "parties" or "party" means the Landlord and
the Tenant or either of them but, in the absence of a specific
reference to the contrary, does not include any
Guarantor.
3.13 RIGHTS AND OBLIGATIONS
3.13:1 The Tenant or any undertenant or occupier of the Property shall
not after the date of this Lease and during the Tenancy acquire
any implied or prescriptive right or easement from or over or
affecting any neighbouring premises in which the Landlord from
time to time has a freehold or leasehold interest.
3.13:2 Rights granted are not exclusive to the Tenant.
3.13:3 Rights and obligations are cumulative.
3.14 STATUTE
Any reference to a specific statute includes:
3.14:1 any statutory extension, variation or re-enactment of the
statute whether before or after the date of this Lease.
3.14:2 derivative orders, regulations and permissions, and
3.14:3 directives and regulations adopted by the European Union relating
to VAT.
Any general reference to "statute" or "statutes" includes those enacted
after the date of this Lease and includes all derivative orders,
regulations and permissions.
10
3.15 SUPERIOR LANDLORD
3.15:1 Any reference to a superior landlord includes the Landlord's
immediate reversioner and any superior landlord.
3.15:2 Any reference to a superior iease includes the lease under which
the Landlord holds the Property and any lease superior to that.
3.15:3 When a superior landlord performs a landlord's obligation it
shall be deemed to have been performed by the Landlord.
3.16 TENANT NOT TO ALLOW ACT
An obligation by the Tenant not to do an act includes an obligation not
to knowingly allow that act to be done by another person.
11
LETTING
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CLAUSE 4
4.1 LETTING
The Landlord lets the Property to the Tenant for the Contractual Term,
the Tenant paying during the Tenancy the following (all of which are
reserved as rent):
4.1:1 from and including the Rent Commencement Date the Rent by equal
quarterly payments in advance on the usual quarter days; the first
payment for the period from the Rent Commencement Date, being due
on the First Rent Payment Date,
4.1:2 from and including the Insurance Rent Commencement Date the
Insurance Rent within twenty one (21) days after a written demand,
4.1:3 any VAT payable on the above amounts.
4.2 RIGHTS AND RESERVATIONS
The letting includes the rights (if any) granted by clause 5 but is
subject to the exceptions and reservations set out in clause 6.
12
TENANT'S RIGHTS
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CLAUSE 5
None
13
LANDLORD'S RIGHTS
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CLAUSE 6
The following rights are excepted and reserved to the
Landlord:
6.1 CONDUCTING MEDIA
The right to use, repair, alter, replace, add to and make connections
to the Conducting Media forming part of the Property which serve or are
capable of serving other premises.
6.2 LIGHT, SUPPORT, ETC.
The right of light, air, support and protection and all other easements
and rights now or after the date of this Lease, belonging to or enjoyed
by any other premises.
6.3 ENTRY BY LANDLORD
6.3:1 The right at reasonable times and on reasonable prior written
notice, but in case of emergency at any time without notice, to
enter the Property with necessary materials and appliances, and:
6.3:1.1 view and record the condition of the Property,
6.3:1.2 repair, maintain, alter or clean other premises, where
such work would not otherwise be reasonably practicable
6.3:1.3 inspect Conducting Media,
6.3:1.4 comply with obligations or exercise any rights under
this Lease or a superior lease,
6.3:1.5 make good any failure by the Tenant to repair, maintain
or decorate the Property in compliance with
clause 7.7:1,
6.3:1.6 remove anything which has been fixed, placed, displayed
or left on the Property in breach of clause 7.12 or
clause 7.13,
6.3:1.7 make good any other breach of covenant by the Tenant,
6.3:1.8 show prospective tenants and purchasers over the
Property, or
6.3:2 In exercising these rights the Landlord shall:
6.3:2.1 cause as little inconvenience to the Tenant as is
reasonably practicable,
6.3:2.2 as soon as reasonably practicable make good any damage
to the Property, and
6.3:2.3 indemnify the Tenant against any loss or damage to the
tenant's fixtures and the contents of the Property.
14
6.4 LANDLORD'S RIGHT TO CARRY OUT WORKS ON OTHER PREMISES
6.4:1 The right to alter, add to and carry out works on adjoining or
nearby premises, Provided that the same shall not materially
obstruct affect or interfere with the amenity of or access to
the Property or the passage of light and air to the Property.
6.4:2 In carrying out any works under this clause 6.4 the Landlord
shall:
6.4:2.1 be entitled, if reasonably necessary, to erect
scaffolding which can be attached to the Property,
Provided that there shall not be erected any
scaffolding or other structures in front of or to the
rear or sides (if applicable) of the Property in such
a position so as to obscure the windows of the
Property or so as to prevent or interfere with access
to the Property by persons entering the Property or
in connection with the servicing thereof
6.4:2.2 cause as little inconvenience as reasonably
practicable to the Tenant and, as soon as reasonably
practicable, make good any damage caused to the
Property, and
6.4:2.3 ensure that after completion of the works the use of
the Property for any purpose permitted by this Lease
has not been materially adversely affected.
6.5 LETTING BOARD, ETC.
The right, during the last six (6) months of the Tenancy, on prior
written notice to display a letting board on the Property and at any
time to display a sale board on the Property, but not so that any board
unreasonably obstructs the light or air to the Property, or interferes
with the Tenant's or any undertenant's business being carried on at the
Property.
6.6 GOODS LEFT ON THE PROPERTY
6.6:1 The right to sell, as agent for the Tenant, any belongings of
the Tenant left in the Property for more than fourteen (14)
days after being requested in writing by the Landlord to do so
after the end of the Tenancy, unless the Tenant remains in
occupation of the Property under a new tenancy. The Tenant
shall indemnify the Landlord against any liability incurred by
the Landlord to anyone whose belongings are sold by the
Landlord in the mistaken belief, held in good faith (which
shall be presumed unless the contrary is proved), that such
belongings were owned by the Tenant.
6.6:2 In the event of a sale the Landlord shall account to the
Tenant for the proceeds of sale, less the reasonable and
proper costs of removal, storage and sale, if the Tenant shall
claim the proceeds of sale within six (6) months after the
date on which the Tenant has quit the Property. If no such
claim is made by the Tenant the proceeds of sale shall belong
to the Landlord.
6.7 VARIATION OF IMPLIED RIGHTS
The right to terminate or vary any implied right, from time to time
enjoyed by the Property, provided that such termination or variation
does not materially adversely affect the use of the Property for any
purpose permitted by this Lease.
15
TENANT'S COVENANTS
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CLAUSE 7
The Tenant covenants with the Landlord:
7.1 RENT
7.1:1 To pay the Rent and other amounts in the manner specified in
clause 4.1.
7.1:2 Not to claim or exercise any right to set-off or to withhold
payment of any amounts due to the Landlord.
7.1:3 If required by the Landlord, to make payments to the Landlord
by banker's order or credit transfer to a bank and account in
the United Kingdom, nominated by the Landlord.
7.2 OUTGOINGS
7.2:1 To pay, and to indemnify the Landlord against, all existing
and future rates, taxes, assessments, impositions and
outgoings assessed or imposed on, or in respect of, the
Property (including those assessed or imposed on the Landlord
and any superior landlord), except any taxes assessed or
imposed on the Landlord or a superior landlord in respect of:
7.2:1.1 the rents,
7.2:1.2 the grant of this Lease, or
7.2:1.3 any dealing or deemed dealing by the Landlord or a
superior landlord with its interest in the Property.
7.2:2 If such an assessment or imposition is:
7.2:2.1 made on premises which include the Property, and
7.2:2.2 paid by the Landlord, to pay a Fair Proportion of it to
the Landlord within twenty one (21) days after a written
demand.
7.2:3 To indemnify the Landlord against any loss of rating relief on
the Property after the end of the Tenancy, caused by the
Property being left empty during the Tenancy.
7.3 INTEREST
7.3:1 if required by the Landlord, to pay interest at a yearly rate
of three per cent (3%) above Base Rate, on any sum payable
under this Lease by the Tenant to the Landlord (whether or not
formally demanded) that is not paid within seven (7) days of
its due date. To pay this interest from the due date to the
date of payment, both before and after any court judgment,
calculated on a daily basis and compounded with rests on the
usual quarter days.
16
7.3:2 If, while a breach of any tenant's covenant continues, the
Landlord refuses to accept payment of any sum in order not to
waive the breach, the Tenant shall be deemed for the purposes
of this clause 7.3 to have failed to pay such sum.
7.3:3 This clause 7.3 is not to prejudice any other right or remedy
of the Landlord.
7.4 REPAIR AND DECORATION
7.4:1 To repair and maintain the Property and to keep it clean and
in good repair
7.4:2 To repair, maintain and keep clean and, when necessary, renew
the fixtures (including carpets) in the Property,
7.4:3 To prepare and paint all external paintwork of the Property in
the fourth (4th) and every subsequent third (3rd) year and in
the last three (3) months of the Tenancy, and at the same time
to prepare and polish any outside polished surfaces, and to
restore and make good the brickwork and stonework where
necessary (but not to paint any brickwork or stonework which
has not previously been painted).
7.4:4 To redecorate the interior of the Property in every fifth
(Sth) year and in the last three (3) months of the Tenancy,
preparing and painting, papering or polishing as appropriate
having regard to earlier treatment.
7.4:5 As often as necessary to clean and treat in an appropriate
manner all other external and internal materials, surfaces and
finishes of the Property.
7.4:6 In relation to the work referred to in this clause 7.4:
7.4:6.1 to carry out the work with appropriate materials of
good quality, in a good and workmanlike manner and to
the reasonable satisfaction of the Landlord's Surveyor,
7.4:6.2 to carry out all external painting, whenever carried
out, and the internal painting, papering and treatment
in the last three (3) months of the Tenancy in a colour
or colours approved in writing by the Landlord such
approval not to be unreasonably withheld or delayed.
7.4:7 Damage by an Insured Risk is excepted from the
Tenant's liability under this clause 7.4 except to
the extent that the insurance money is irrecoverable
because of an act or default of the Tenant.
7.4:8 Damage by an Excluded Risk is (subject to clause 9.7)
excepted from the Tenant's liability under this
clause 7.4 if the Landlord serves a Non Reinstatement
Notice as a result of such damage.
7.5 MAINTENANCE
7.5:1 To keep the Conducting Media which form part of the Property
clear and unobstructed. Not to do anything which causes an
obstruction or damage to any other Conducting Media serving
the Property.
7.5:2 Not to discharge any fluid of a poisonous or noxious nature
into the Conducting Media in or serving the Property.
17
7.5:3 To take all reasonably necessary precautions against:
7.5:3.1 frost damage to any pipe, tank or water apparatus in
the Property, and
7.5:3.2 the bursting or overflowing of any pipe, tank or water
apparatus in the Property.
7.5:4 To sweep any chimneys and clean any ducts and flues of the
Property as often as reasonably necessary.
7.5:5 To clean the windows and other lights of the Property as often
as reasonably necessary.
7.5:6 To keep any yards, paths and areas of the Property clean,
unobstructed and tidy, and any gardens of the Property in good
order, properly cultivated and free from weeds and rubbish.
7.6 CONTRIBUTION TO REPAIR OF PARTY WALLS ETC.
To pay, within twenty one (21 ) days after a written demand, a Fair
Proportion of the expense of repairing, maintaining, renewing and
cleaning all mutual or party walls, roads, yards, fences, Conducting
Media and structures used or enjoyed by the Property in common with
other premises.
7.7 REPAIR ON NOTICE
7.7:1 To make good with all practicable speed any failure to repair,
maintain or decorate the Property for which the Tenant is
liable and of which the Landlord has given reasonable prior
notice in writing. To start the necessary work within two (2)
months after the Landlord's notice, or sooner if reasonably
necessary, and then diligently to continue and complete the
work.
7.7:2 If the Tenant does not comply with clause 7.7:1, to pay,
within twenty one (21 ) days after a written demand, the
reasonable and proper costs incurred by the Landlord in
carrying out the necessary work, including reasonable and
proper fees and expenses.
7.8 COMPLIANCE WITH STATUTORY REQUIREMENTS, ETC.
7.8:1 Subject to clause 7.8:2 and except where such compliance is
within the ambit of the Landlord's obligations contained in
this Lease, to carry out all works and provide and maintain
all arrangements in respect of the Property and the use to
which the Property is being put that are necessary in order to
comply with the requirements of:
7.8:1.1 the offices Shops and Railway Premises Xxx 0000, the
Fire Precautions Xxx 0000, the Defective Premises Xxx
0000 and the Health and Safety at Work etc. Xxx 0000,
7.8:1.2 any other statute,
7.8:1.3 any government department, local authority or other
public or competent authorify,
7.8:1.4 any court of competent jurisdiction, and
18
7.8:1.5 any regulation of the European Communities, which
applies in the United Kingdom.
7.8:2 Not to carry out any works which the Landlord elects to carry
out by serving prior written notice on the Tenant.
7.8:3 To pay, within twenty-one (21) days after receiving a written
demand, the Landlord's reasonable and proper expenditure
(including reasonable and proper fees and expenses) on any
works which the Landlord has elected to carry out under this
clause 7.8.
7.8:4 To comply with any other obligations imposed by law relating
to the Property or its use, except where such compliance is
within the ambit of the Landlord's obligations contained in
this Lease.
7.8:5 Not to do anything in respect of the Property which imposes on
the Landlord a liability under any statute to pay any penalty,
damages, compensation or costs.
7.9 RESTRICTIONS ON DEALINGS
7.9:1 Not to underlet the whole or part of the Property without
first obtaining the prior consent of the Landlord (which must
not be unreasonably withheld or delayed (and procuring (as a
condition precedent to the giving of such
7.9:1.1 that the proposed underlessee enters into a direct
covenant with the Landlord to perform and observe the
covenants (save for the covenant to pay rent) on the
part of the Tenant and conditions contained in this
Lease,
7.9:1.2 that any underlease will be granted without any fine
or premium at a rent not less than the yearly open
market rent at which the Property (or (in the case of
an underlease of part) the part underlet) might
reasonably be expected to be let without taking a
fine or premium and will contain provisions approved
by the Landlord:
(a) for the review of the rent reserved by such
Underlease on the same basis and on the same
dates on which the rent is to be reviewed under
this Lease including provisions whereby such
review may at the option of the Landlord be
consolidated with any review of the rent payable
under this Lease upon terms equivalent to those
contained in Clause 14,
(b) prohibiting the undertenant from doing or
allowing any act or thing in relation to the
underlet premises which is inconsistent with or
in breach of the provisions of this Lease,
(c) imposing an absolute prohibition against all
dispositions or other dealings whatever with the
underlet premises other than an assignment,
underletting or charge of the whole,
(d) prohibiting the Undertenant from permitting any
other person to occupy the whole or any part of
the underlet premises,
(e) for re-entry on breach of any covenant by the
undertenant.
19
7.9:1.3 Any such underlease of part of the Property will be
excluded from the operation of Sections 24 to 28 of
the Landlord and Xxxxxx Xxx 0000 by Court order.
7.9:1.4 In relation to any permitted Underlease;
(a) to enforce the performance and observance by any
such undertenant of the provisions of the
underlease and not at any time either expressly
or by implication to waive any breach of
covenant or condition on the part of the
undertenant or any assignee of any underlessee,
(b) not without the consent of the Landlord to vary
the terms or accept a surrender of any permitted
underlease,
(c) to ensure that the rent is reviewed in
accordance with the terms of the underlease,
(d) not to agree the reviewed rent with the
undertenant without the approval of the Landlord
which shall not be unreasonably withheld or
delayed.
7.9:2 Not to assign, charge or part with possession or occupation of
part of the Property except by a permitted underletting.
7.9:3 Not to share possession or occupation of the whole or part of
the Property save with a Group Company provided that no
relationship of the Landlord and Tenant is thereby created.
7.9:4 Not to hold the whole or part of the Property as trustee or
agent for any other person.
7.9:5 Not to part with possession or occupation of the whole or part
of the Property, except by a permitted underletting of the
whole or part of the Property or assignment of the whole of
the Property.
7.9:6 Subject to the provisions of clauses 7.9:1, 7.9:2, 7.9:3,
7.9:4, 7.9:5, 7.9:7 and 7.9:8, not without the Landlord's
consent (which shall not be unreasonably withheld or delayed)
to assign or charge the Property as a whole.
7.9:7 It is agreed for the purposes of sub-section (1A) of section
19 of the Landlord and Xxxxxx Xxx 0000 (as inserted by section
22 of the Landlord and Tenant (Covenants) Act 1995) that the
Landlord may (in addition to the Landlord's right to withhold
consent on other grounds) withhold consent to an assignment of
the Property if any one or more of the following circumstances
exist:
7.9:7.1 the Landlord reasonably determines that the financial
standing of the proposed assignee and any proposed
guarantor, offered by the proposed assignee, is not
satisfactory,
7.9:7.2 the proposed assignment is to a person connected with
the Tenant and the question whether a person is so
connected shall be determined in accordance with the
provisions of section 533 of the Income and
Corporation Taxes Act 197O (as originally enacted)
Provided in addition that a person shall be treated
as connected with the Tenant in relation to any
assignment or proposed assignment if the Landlord
reasonably
20
determines that such person is dealing with the
Tenant otherwise than at arm's length,
7.9:7.3 the Landlord reasonably determines that there is a
material outstanding breach by the Tenant of a Tenant
Covenant,
7.9:7.4 any ascertained amount due from the Tenant to the
Landlord under this Lease has not been paid,
7.9:8 It is agreed for the purposes of sub-section (1A) of section
19 of the Landlord and Xxxxxx Xxx 0000 (as inserted by section
22 of the Landlord and Tenant (Covenants) Act 1995) that the
Landlord may (in addition to the Landlord's right to impose
other conditions) give consent to an assignment of the
Property subject to any one or more of the following
conditions:
7.9:8.1 that:
(a) the assignor and
(b) anyone who has guaranteed the obligations of the
assignor (except a guarantor under an Authorised
Guarantee Agreement or a guarantor who has also
guaranteed the obligations of the immediate
predecessor in title of the assignor) enters
into a guarantee with the Landlord guaranteeing
the performance and observance by the assignee
of the Tenant Covenants,
7.9:8.2 if reasonably required by the Landlord that (in
addition to any guarantee under clause 7.9:8.1) a
guarantor reasonably acceptable to the Landlord
enters into a guarantee with the Landlord
guaranteeing the performance and observance by the
assignee of the Tenant Covenants,
7.9:8.3 that the proposed assignee shall join in the licence
to assign to give a direct covenant to the Landlord
to pay to the Landlord any ascertained amounts due
under this Lease from the Tenant to the Landlord at
the date of completion of the assignment,
7.9:8.4 (a) if the proposed assignee or, where there are
joint proposed assignees, each proposed
assignee is, in the case of an individual,
ordinarily resident outside the United Kingdom
or is, in the case of a body corporate,
incorporated outside the United Kingdom, or
(b) if reasonably required by the Landlord in the
case of any other assignee that the proposed
assignee delivers to the Landlord on completion
of the proposed assignment either:
(i) a rent deposit of an amount equal to the
Landlord's reasonable estimate of the Rent
and Service Charge (plus VAT) payable
under this Lease for the six months (or
such longer period as the Landlord
reasonably requires) immediately following
completion of the proposed assignment to
be held by the Landlord for as long as the
proposed assignee has any liability under
this Lease together with a duly executed
deposit deed in such form as the Landlord
reasonably requires, or (at the discretion
of the proposed assignee)
21
(ii) a guarantee from a London clearing bank in
such form as the Landlord reasonably
requires.
7.9:8.5 that the Landlord may revoke the consent before
completion of the assignment if:
(a) any event referred to in clauses 11.4:1, 11.4:2,
11.4:3 and 11.5:1 to 11.5:5 (inclusive) has
occurred in relation to the proposed assignee or
any proposed guarantor, offered by the proposed
assignee, or
(b) the assignment is not completed within sixteen
(16) weeks after the date of consent.
Any guarantee under this clause 7.9:8 (except a
guarantee under clause 7.9:8.4(ii) shall be in the
form of the guarantee contained in clause 15 but
where applicable with the assignee substituted for
the original Tenant and with such other amendments as
the Land!ord reasonably requires and (where an
assignor is giving a guarantee) any further
amendments required to create an Authorised Guarantee
Agreement.
7.9:9 In respect of any circumstance or condition specified in
clauses 7.9:7 and 7.9:8 which is framed by reference to any
matter falling to be determined by the Landlord or by any
other person for the purposes of this Lease (except where the
power to determine such matter is required to be exercised
reasonably) the Tenant has an unrestricted right to have any
determination reviewed by an independent surveyor in
accordance with clause 13.3.
7.10 REGISTRATION OF ASSIGNMENTS, ETC.
7.10:1 Within one month after its date, to produce to the Landlord's
solicitors every assignment, underlease, charge or other
document evidencing a devolution of the whole or any part of
the Property. At the same time to provide the Landlord's
solicitors with a true copy of the document.
7.10:2 on production of a document under clause 7.10:1 to pay to the
Landlord's solicitors a reasonable registration fee of not
less than twenty-five pounds ( 25) plus VAT.
7.11 INFORMATION
7.11:1 To produce to the Landlord on request (but not more frequently
than may be reasonable) all plans, documents and other
evidence which the Landlord may reasonably require in order to
be satisfied that the Tenant has complied with its obligations
under this Lease.
7.11:2 When requested, to supply to the Landlord full details of all
occupations of the Property and derivative interests in the
Property, however remote.
7.11:3 As soon as reasonably practicable to notify the Landlord in
writing of each change in the principal address of the Tenant
(including in the case of an individual a change in the usual
place of residence and in the case of a Tenant with a
registered office a change in the address of the registered
office).
22
7.12 ALTERATIONS
7.12:1 Not to alter, or add to, the structure or exterior of the
Property.
7.12:2 Not without the Landlord's consent (which shall not be
unreasonably withheld or delayed) to alter or extend:
7.12:2.1 the electrical installation (including wiring) in the
Property,
7.12:2.2 any gas installation (including piping) in the
Property, or
7.12:2.3 any air-conditioning system in the Property.
7.12:3 Not to make any other alterations or additions to the Property
without the Landlord's consent (which shall not be
unreasonably withheld or delayed). Provided that
notwithstanding clause 7.12:1 the Tenant may fit out the
Property to their specification as approved by the Landlord
such approval not to be unreasonably withheld or delayed.
7.12:4 on any application for consent to alter, to supply the
Landlord with two (2) sets of a specification and detailed
drawings identifying the proposed works.
7.12:5 Not without the Landlord's consent (which shall not be
unreasonably withheld or delayed) to fix, place or leave
anything (for example: any aerial, satellite dish,
telecommunications equipment, iighting, shade or awning) on
the exterior of the Property.
7.12:6 If required by the Landlord, to reinstate the Property by the
end of the Tenancy under the supervision and to the reasonable
satisfaction of the Landlord's Surveyor, to the condition it
was in before the carrying out of any permitted alterations or
additions.
7.13 SIGNS AND NOTICES
Not to place or display any Signs and Notices on the Property which can
be seen from outside the Property, except that the Tenant may display
external signs giving the Tenant's name and business, the size, style
and position of which have been first approved by the Landlord such
approval not to be unreasonably withheld or delayed.
7.14 COST OF REMOVAL BY LANDLORD OF UNAUTHORISED SIGNS, ETC
If anything is fixed, placed, displayed or left on the Property in
breach of clause 7.12 or clause 7.13 to pay to the Landlord, within
fourteen (14) days after a written demand, the reasonable and proper
cost of removal incurred by the Landlord.
7.15 SERVICE INSTALLATIONS
7.15:1 To pay to the suppliers, and to indemnify the Landlord
against, all charges for electricity, gas, water, telephone
and other services consumed or used at or for the Property
(including meter rents).
7.15:2 To comply with the requirements and regulations of the
suppliers of electricity, gas, water, telephone and other
services relating to the installations in the Property.
7.15:3 Not to overload the electrical installation in the Property.
To maintain the electrical installation, any gas installation
and any air-conditioning system in a safe condition.
23
7.16 NUISANCE
Not to do anything on the Property which causes a nuisance, damage or
annoyance to the Landlord or others Provided that it is hereby agreed
that the use of the property for purposes permitted under this Lease
shall not of itself amount to a breach of this clause.
7.17 USE
7.17:1 Not to use the Property:
7.17:1.1 for any illegal or immoral purpose,
7.17:1.2 for any offensive, noisy or dangerous trade, business
or manufacture,
7.17:1.3 as a betting office, a booking office, a theatrical
agency, an employment agency or a travel agency,
7.17:1.4 as a sex establishment (as defined in the Local
Government (Miscellaneous Provisions) Act 1982), or
7.17:1.5 for any diplomatic use.
7.17:2 To use the Property only for the purpose stated in clause 1.8 or
for such other purpose as the Landlord shall approve, which
approval shall not be unreasonably withheld or delayed.
7.18 OVERLOADING
Not to overload the Property.
7.19 NOTICES
7.19:1 To supply the Landlord with a copy of any notice, order,
direction or proposal of any competent authority affecting the
Property as soon as reasonably possible after it has been
received by the Tenant.
7.19:2 To comply with any such notice, order, direction or proposal
or, at the request and cost of the Landlord, to make or join
with the Landlord in making such objections or representations
relating to it as the Landlord may reasonably require except
where the Tenant reasonably considers that any such objections
or representations are against its best interests or those of
any undertenant.
7.20 PLANNING
7.20:1 Not to commit any breach of Planning Control. To comply with
all provisions and requirements under the Planning Acts which
affect the Property.
7.20:2 Not without the Landlord's consent (such consent not to be
unreasonably withheld or delayed and which consent shall not
be required in relation to applications in respect of the
signage at the Property) to apply for planning permission
relating to the Property or to implement any planning
permission.
7.20:3 Unless the Landlord gives written notice to the contrary, to
carry out before the end of the Tenancy any works required to
be carried out to the Property as a condition of any planning
permission obtained by or for the Tenant or anyone having an
interest in the Property inferior to that of the
24
Tenant. This applies even if the planning permission does not
require the works to be carried out until later.
7.21 ENCROACHMENTS
7.21:1 Not to stop up, darken or obstruct any window at the Property.
7.21:2 So far as reasonably possible, to preserve all easements and
rights enjoyed by the Property and to help the Landlord
prevent anyone acquiring any easement or right over the
Property.
7.22 MAINTENANCE AGREEMENTS
To maintain in force, throughout the Tenancy, agreements with competent
contractors approved by the Landlord (such approval not to be
unreasonably withheld or delayed) for the maintenance, repair and
upkeep of any electrical and mechanical equipment and apparatus and
other plant and machinery in and serving the Property.
7.23 DEFECTIVE PREMISES
7.23:1 Promptly to give written notice to the Landlord upon becoming
aware of any defect in the Property which might result in an
obligation on the Landlord to do or to stop doing anything
(for example, in order to comply with the provisions of this
Lease or the duty of care imposed by the Defective Premises
Act 1972).
7.23:2 To display and maintain all notices relating to the condition
of the Property which the Landlord shall reasonably require
the Tenant to display at the Property.
7.24 LANDLORD'S RIGHTS
To allow the Landlord to exercise its rights under this Lease free from
interference by the Tenant.
7.25 LANDLORD'S REGULATIONS
To comply with the regulations a copy of which is annexed.
7.26 THE CDM REGULATIONS
Where works are carried out on or for the benefit of the Property to
which the Construction (Design and Management) Regulations 1994 ("the
CDM Regulations~) apply and the works are carried out by or on behalf
of the Tenant or anyone having an interest in the Property inferior to
this Lease:
7.26:1 to comply with the CDM Regulations and to procure that any
person involved in carrying out such works complies with the
CDM Regulations,
7.26:2 to act (or if the works are to be carried out by an
undertenant to procure that the undertenant acts) as the only
c~ient for the works and before commencing the works to make
(or procure the making of) a declaration to that effect in
accordance with Regulation 4 of the CDM Regulations,
7.26:3 to comply with the following obligations in respect of the
health and safety file covering the works:
25
7.26:3.1 to provide the Landlord:
(a) with a copy of the file on completion of the
works, and
(b) with copies of the whole or any part of the file
at any time on request,
7.26:3.2 to make the file available for inspection by the
Landlord on request,
7.26:3.3 to hand over the file to the Landlord at the end the
tenancy created by this Lease and any renewals of this
Lease,
7.26:4 as soon as reasonably practical after becoming aware of any
relevant information concerning health and safety relating to
the Property to provide such information to the Landlord,
7.26:5 to allow the Landlord and its agents to use any documents and
other information (including the making of copies) supplied by
the Tenant under this clause 7.26 for any purpose connected
with the Property,
7.26:6 to obtain all necessary copyright licences permitting the use
of the documents and other information under the provisions of
clause 7.26:5.
7.27 LANDLORD'S COSTS
7.27:1 To pay, on an indemnity basis, the reasonable and proper legal
charges, surveyor's fees, bailiff's charges and other costs
and expenses reasonably and properly incurred by the Landlord
and any superior landlord in relation to:
7.27:1.1 applications by the Tenant for the Landlord's
consent (including cases where consent is reasonably
refused or the application is withdrawn), unless
such refusal is unlawful whether because it is
unreasonable or otherwise
7.27:1.2 the preparation and service of a schedule of
dilapidations during or after the expiration of the
Tenancy (but if after the expiration of the Tenancy
only in respect of wants of repair occurring during
the Tenancy and where served within three months
after the expiration of the Tenancy) or a notice or
proceedings under Sections 146 or 147 of the Law of
Property Xxx 0000 (even if forfeiture is avoided
otherwise than by relief granted by the court),
7.27:1.3 the recovery of any sums due to the Landlord from
the Tenant, or
7.27:1.4 enforcing or requiring the Tenant to remedy a breach
of the provisions of this Lease.
7.27:2 Where the Landlord could recover the cost of advice or
services under clause 7.27:1 if undertaken by a third party
but the Landlord or a Group Company of the Landlord provides
the advice or services, to pay to the Landlord the amount that
would have been payable by the Tenant if that advice or
service had been provided by a third party.
26
7.28 INDEMNITIES
To keep the Landlord indemnified against all liabilities, losses and
expenses, incurred by the Landlord arising out of the negligence or
wrongful act of the Tenant or any breach of the tenant's covenants in
this Lease.
7.29 YIELD UP
At the end of the Tenancy to give up the Property:
7.29:1 repaired, carpeted, decorated and, if required by the
Landlord, reinstated in accordance with:
7.29:1.1 any obligations under this clause 7, and
7.29:1.2 any consents given by the Landlord to the Tenant,
7.29:2 clear of any goods and refuse and any tenant's fixtures and
with all damage caused by such removal made good,
7.29:3 with all keys and electronic passes relating to the Property,
and
7.29:4 with all Signs and Notices put up by the Tenant removed and
all damage caused by removal made good.
7.30 VAT
7.30:1 To pay to the Landlord, and to indemnify the Landlord against,
any VAT chargeable in respect of:
7.30:1.1 the rents, payments and other consideration payable
or given by the Tenant to the Landlord or to any
person on the Landlord's behalf and any supply made
by the Landlord to the Tenant under or in connection
with this Lease, and
7.30:1.2 any payments made by, or other liability of, the
Landlord or any other person where the Tenant agrees
in this Lease to reimburse or indemnify the Landlord
in respect of any such payment or liability, except
to the extent that the Landlord is entitled to a
credit for such VAT as allowable input tax.
Provided that the Landlord will provide a valid VAT invoice in
the Tenant's name.
7.30:2 For the avoidance of doubt:
7.30:2.1 the Landlord shall not be under any duty to
exercise, or not to exercise, any option or right so
as to reduce or avoid any liability to VAT in
respect of the Property, and
7.30:2.2 it is confirmed that the amounts due under this
Lease from the Tenant to the Landlord are exclusive
of VAT.
27
LANDLORD'S COVENANTS
-------------------------------------------------------------------------------
CLAUSE 8
The Landlord covenants with the Tenant:
QUIET ENJOYMENT
That, as long as the Tenant pays the rents and complies with the terms of
this Lease, the Tenant may enjoy the Property peaceably during the Tenancy
without any interruption (except as authorised by this Lease) by the Landlord
or any person lawfully claiming through, under or in trust for the Landlord.
28
INSURANCE
-------------------------------------------------------------------------------
CLAUSE 9
9.1 LANDLORD TO INSURE PROPERTY
The Landlord shall insure the Property, (but not tenant's fixtures), so
far as such insurance is reasonably available:
9.1:1 with a reputable insurance company or with reputable
underwriters,
9.1:2 for the following sums:
9.1:2.1 the full reinstatement value of the Property (except
usual voluntary excesses) including the cost of
shoring up, demolition and site clearance, fees, an
allowance for inflation and VAT on all such sums,
9.1:2.2 loss of the Rent reasonably estimated by the
Landlord's Surveyor to be payable for three (3)
years, or such longer period as the Landlord's
Surveyor may reasonably consider necessary for
planning and carrying out the reinstatement or
rebuilding of the Property,
9.1:3 against damage or destruction by the Insured Risks,
9.1:4 on terms that the insurers waive their rights of subrogation
against the Tenant in respect of the Property, and
9.1:5 on terms not imposing unreasonable conditions having regard to
general market conditions at the time, but subject to such
excesses, exclusions and limitations and other terms as the
insurers may impose.
9.2 ADDITIONAL LANDLORD'S FIXTURES
If the Tenant installs fixtures which become landlord's fixtures, the
Tenant shall notify the Landiord in writing of the reinstatement value
so that the Landlord can arrange adequate insurance cover.
9.3 LANDLORD TO INFORM TENANT OF INSURANCE COVER
9.3:1 on request by the Tenant (and payment by the Tenant to the
Landlord of a reasonable fee), the Landlord shall produce to
the Tenant reasonable evidence of the terms of the insurance
policy and of payment of the current premium.
9.3:2 The Landlord shall notify the Tenant in writing of any
material changes in the risks covered and material changes in
the terms of the policy with which the Tenant must comply.
9.4 DAMAGE TO PROPERTY
9.4:1 If the Property or its essential accesses or services are
damaged or destroyed by an Insured Risk or an Excluded Risk:
29
9.4:1.1 unless payment of any of the insurance money is
refused because of an act or default of the Tenant,
and
9.4:1.2 subject to the Landlord (using its best endeavours)
being able to obtain any necessary consents, and
9.4:1.3 subject to the necessary labour and materials being
and remaining available, the Landlord shall, subject
to clause 9.5, reinstate the damaged part or rebuild
the Property (but not so as to provide accommodation
identical in layout if it would not be reasonably
practicable to do so) as quickly as reasonably
possible.
9.4:2 The Landlord shall use reasonable efforts to obtain the
necessary consents (short of making appeals), labour and
materials.
9.4:3 The Tenant shall, on request, vacate the Property and remove
its fixtures and effects to allow the Landlord to reinstate
the Property.
9.5 OPTION TO TERMINATE FOLLOWING DAMAGE BY AN INSURED RISK
If the whole or a substantial part of the Property is made unfit for
use by damage or destruction caused by an Insured Risk and:
9.5:1 the damage or destruction occurs during the last four (4)
years of the Contractual Term, or
9.5:2 circumstances beyond the control of the Landlord prevent the
reinstatement or rebuilding of the Property being started by
the third (3rd) anniversary of the date of such damage or
destruction, either the Landlord or the Tenant may terminate
this Lease by notice in writing to the other. The notice may
only be given within six (6) months after either the date of
such damage or destruction under clause 9.5:1 or the third
(3rd) anniversary referred to in clause 9.5:2 (as the case may
be). on service of the notice this Lease shall terminate but
without prejudice to any claim of the Landlord or the Tenant
for an earlier breach of covenant by the other. on termination
of this Lease the insurance money shall belong to the Landlord.
9.6 OPTION TO TERMINATE FOLLOWING DAMAGE BY AN EXCLUDED RISK
9.6:1 If the whole or a substantial part of the Property is made
unfit for use by damage or destruction caused by an Excluded
Risk the Landlord may elect not to reinstate the Property. Any
such election shall be made by the Landlord serving notice in
writing ("Non-Reinstatement Notice") on the Tenant within six
(6) months after the date of such damage or destruction.
9.6:2 If the Landlord serves a Non-Reinstatement Notice:
9.6:2.1 the Landlord (despite any other provisions of this
Lease) shall not be under any obligation to
reinstate the Property, and
9.6:2.2 either the Landlord or the Tenant may terminate this
Lease by notice in writing to the other. Such a
notice ("Termination Notice") may only be given
within six (6) months after the date of service of
the Non-Reinstatement Notice. on service of a
Termination Notice, this Lease shall terminate, but
without prejudice to the claim of either the
Landlord or the Tenant for any earlier breach of
covenant by the other. on termination of this Lease
the insurance money shall belong to the Landlord.
30
9.7 APPLICATION BY TENANT FOR NEW IEASE FOLLOWING TERMINATION
9.7:1 If following:
9.7:1.1 termination of this Lease under clause 9.5, or
9.7:1.2 service of a Termination Notice under clause 9.6,
the Tenant makes an application for a new lease of
the Property under the Landlord and Xxxxxx Xxx 0000
then clause 9.7:2 shall apply.
9.7:2 Notwithstanding clauses 7.4:7, 7.4:8 and 1O, the Tenant:
9.7:2.1 shall, so far as reasonably possible, make good the
destruction of, or damage to, the Property caused by
an Insured Risk or an Excluded Risk which gave rise
to the termination of this Lease under clause 9.5 or
the service of a Termination Notice (as the case may
be), and
9.7:2.2 shall continue paying the Rent and the Insurance
Rent from the date of the destruction or damage
referred to in clause 9.7:2.1.
9.8 TENANT'S OBLIGATIONS IN RESPECT OF LANDLORD'S INSURANCES
9.8:1 The Tenant shall not, by act or omission, do anything which:
9.8:1.1 adversely affects any Landlord's insurance reiating
to the Property, or
9.8:1.2 causes any increase in the insurance premium payable
for any such insurance, unless the Tenant has
obtained the Landlord's approval and has agreed to
pay the additional premium, or
9.8:1.3 otherwise prevents the Landlord from renewing any
such insurance on terms that would have applied but
for the Tenant's act or omission.
9.8:2 The Tenant shall comply with the requirements and reasonable
recommendations of the insurers of the Property and the fire
authority and the reasonable requirements of the Landlord in
respect of the Property relating to:
9.8:2.1 explosive and specially flammable articles,
substances and liquids,
9.8:2.2 the provision and maintenance of fire fighting
equipment, and
9.8:2.3 fire and safety precautions.
9.8:3 The Tenant shall repay to the Landlord, within fourteen (14)
days after a written demand, all increased premiums paid and
all losses and damage suffered by the Landlord because of a
breach by the Tenant of this clause 9.8.
9.8:4 The Tenant shall immediately upon becoming aware of the
happening of any such event, inform the Landlord in writing of
any circumstance in respect of the Property which might
affect, or lead to a claim on, any Landlord's insurance
relating to the Property.
31
9.8:5 If because of the Tenant's act or default, any insurance money
under the insurance policy arranged by the Landlord or a
superior landlord (other than in respect of the loss of rents)
is wholly or partially irrecoverable, the Tenant shall pay to
the Landlord, within fourteen (14) days after a written
demand, the irrecoverable amount but not so as to require
payment before the equivalent insurance money would have been
payable. on payment, clause 9.4 shall apply as though the
insurance money had been recoverable.
9.9 TENANT'S INSURANCE
9.9:1 The Tenant shall maintain in force throughout the Term
insurance in respect of the Property against any act or
default of the Tenant which gives rise to a liability to third
parties for injury to or death of any person or damage to any
property
9.9:2 The Tenant shall produce to the Landlord on request the policy
relating to any insurance specified in clause 9.9:1 and
evidence of payment of the current premium.
9.9:3 The Tenant shall indemnify the Landlord in respect of any loss
or damage against which the Tenant is obliged to insure under
this clause 9.9.
9.9:4 The Tenant shall not arrange any insurance of the Property
against an Insured Risk. If the Tenant has the benefit of any
such insurance, the Tenant shall hold all money receivable
under such insurance in trust for the Landlord.
32
SUSPENSION OF RENT
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CLAUSE 10
10.1 APPLICATION
This clause 10 applies (subject to clause 9.7:2) if the Property or its
essential accesses or services are damaged destroyed by an Insured Risk
or (unless caused by the act or default of the Tenant) an Excluded Risk
so that any part of the Property is unfit for use.
10.2 Suspension
The whole or a Fair Proportion of the Rent, according to the extent of
the damage, shall be suspended until the earlier of:
10.2:1 the date that the whole of the Property (with the necessary
services) is again fit for use, and
10.2:2 the expiration of the period of three (3) years from the date
of the damage or, if longer, the period of the loss of rent
covered by the Landlord's insurance, except to the extent that
payment of any of the insurance money in respect of the loss
of rents is refused because of an act or default of the Tenant.
10.3 DISPUTES
Any dispute about this clause 1O shall be settled by Arbitration. If,
before an application is made for the appointment of an arbitrator, the
Landlord so elects by notice in writing served on the Tenant, a dispute
will instead be determined by an independent surveyor.
33
FORFEITURE
-------------------------------------------------------------------------------
CLAUSE 11
If any of the following events occur:
11.1 any rents are unpaid for twenty-one (21 ) days after becoming due
(whether formally demanded or not),
11.2 there is a breach by the Tenant or the Guarantor (if any) of any
covenant or other term of this Lease,
11.3 the Tenant or the Guarantor (if any) enters into an arrangement or
composition for the benefit of creditors,
11.4 the Tenant or the Guarantor (if any) being an individual (or if more
than one individual then any one of them):
11.4:1 becomes bankrupt,
11.4:2 makes an application to the Court for an interim order under
Part Vlil of the Insolvency Xxx 0000, or
11.4:3 has been served with a statutory demand under the Insolvency
Xxx 0000 which has not been satisfied.
11.5 the Tenant or the Guarantor (if any) being a body corporate (or if more
than one of them is a body corporate then any one of them):
11.5:1 has a winding-up petition or a petition for an administration
order presented against it,
11.5:2 is subject to a resolution by the directors or shareholders to
present a petition for an administration order,
11.5:3 has an administration order made in respect of it,
11.5:4 passes a winding-up resolution or enters into liquidation
(other than a winding up or liquidation for the purpose of
reconstruction or amalgamation of a solvent body corporate), or
11.5:5 has a receiver or an administrative receiver or a receiver and
manager appointed, or,
11.6 execution or distress is levied on the Tenant's goods in the Property,
then the Landlord may, by re-entering any part of the Property, forfeit
this Lease and the Tenancy shall immediately end, but without prejudice
to any other rights and remedies of the Landlord or the Tenant.
Provided however that in the event that this Lease is mortgaged at the
time of the proposed re-entry and the Landlord has been given notice of
the existence of the mortgage then prior to such re-entry or
proceedings therefor the Landlord will serve a notice of such
proceedings and proposed re-entry on the mortgagee at the mortgagee's
last known address.
34
DECLARATIONS, WARRANTIES AND MISCELLANEOUS
-------------------------------------------------------------------------------
CLAUSE 12
12.1 REPRESENTATIONS AND EXCLUSION OF USE WARRANTY
12.1:1 The Tenant acknowledges that this Lease has not been entered
into in reliance on any representation made by or on behalf of
the Landlord.
12.1:2 Nothing in this Lease, or in any consent granted by the
Landlord, shall imply a warranty by the Landlord that the
Property may be used for any specific purpose under the
Planning Acts.
12.2 ACCIDENTS
The Landlord is not liable to the Tenant nor to any other person for:
12.2:1 any damage to, or loss of, any goods or property sustained in
the Property, or
12.2:2 any other damage, loss, accident, happening or injury not
caused or contributed to by the negligence of the Landlord or
any employee of the Landlord.
12.3 PAYMENTS RECOVERABLE AS RENT
Amounts payable by the Tenant and any guarantor under this Lease not
expressly reserved as rent shall be recoverable as if they were rent.
12.4 RELEASE OF THE LANDLORD
The obligations on the Landlord under this Lease shall not be binding
on, or enforceable against, any person who has ceased to be the
Landlord to the extent that the obligations relate to any time after
that person has ceased to be the Landlord.
12.5 SERVICE OF NOTICES
The provisions of Section 196 of the Law of Property Act 1925 (as
amended by the Recorded Delivery Service Act 1962) and Section 23 of
the Landlord and Xxxxxx Xxx 0000 shall apply to the service of all
notices under or in connection with this Lease except that Section 196
shall be deemed to be amended by the deletion of the words "and that
service ... be delivered45 at the end of Section 196(4) and the
substitution of the words "... and that service shall be deemed to be
made on the third Working Day after the registered letter has been
posted; "Working Day" meaning any day from Monday to Friday
(inclusive), other than Christmas Day, Good Friday and any statutory
bank or public holiday".
12.6 JURISDICTION OF THE ENGLISH COURTS
The parties, including any Guarantor, submit to the exclusive
jurisdiction of the English courts on all matters relating to this
Lease.
35
12.7 TENANT'S OPTION TO TERMINATE
The Tenant may terminate this Lease on the 31 st December 20O2 by
giving to the Landlord not less than twelve (12) calendar months and
three (3) days' notice in writing and on expiry of such notice:
12.7:1 this Lease shall come to an end, but without prejudice to the
rights of either party against the other for any antecedent
breach of covenant,
12.7:2 the Tenant shal-l give vacant possession of the whole of the
Property, and
12.7:3 the Tenant shall cancel any notice, caution or land charge
registered to protect this Lease and shall, if the title to
this Lease is registered at H.M. Land Registry, assist the
Landlord in cancelling such title.
36
ARBITRATION OR DETERMINATION BY EXPERT
-------------------------------------------------------------------------------
CLAUSE 13
13.1 CONTRARY PROVISION
Any contrary provision elsewhere in this Lease shall modify the
provisions of this clause 13.
13.2 ARBITRATION
13.2:1 Where this Lease provides for reference to Arbitration, a
reference shall be made, in accordance with the Arbitration
Acts 195O and 1979, to a single arbitrator.
13.2:2 The arbitrator may be appointed by the Landlord and the Tenant
jointly. otherwise the arbitrator shall be nominated by the
President of the RICS, on the application of either the
Landlord or the Tenant.
13.2:3 If an appointed or nominated arbitrator dies or declines to
act or it becomes clear that he will be unable to complete his
duties, a replacement shall be appointed or nominated by the
same process.
13.3 DETERMINATION BY AN EXPERT
13.3:1 Where this Lease provides for reference to the determination
of an independent surveyor a reference shall be made on the
terms of clause 13.4 to the determination of a single
independent surveyor.
13.3:2 The surveyor may be appointed by the Landlord and the Tenant
jointly or, in the absence of agreement on a joint
appointment, shall be nominated by the President of the RICS,
on the application of either the Landlord or the Tenant.
13.3:3 The surveyor shall act as an expert (not as an arbitrator) on
the terms set out in clause 13.4.
13.4 EXPERT'S TERMS OF APPOINTMENT
13.4:1 The surveyor shall give to the Landlord and the Tenant notice
in writing of his appointment. In that notice, the surveyor
shall invite the Landlord and the Tenant to submit within a
specified time period, not exceeding four (4) weeks, their
respective proposals and representations.
13.4:2 The surveyor shall:
13.4:2.1 consider the proposals and representations submitted
to him (but not be limited or fettered by them),
13.4:2.2 be entitled to rely on his own judgment and opinion,
13.4:2.3 state any reasons for his decision, and
37
13.4:2.4 within eight (8) weeks after his appointment, or
within such extended period as the Landlord and the
Tenant may agree, give to the Landlord and the
Tenant written notice of his decision, and his
decision shall be final and binding on the Landlord
the Tenant and the Guarantor (if any).
13.4:3 If the surveyor:
13.4:3.1 does not give notice of his decision within
the time and in the manner referred to in
clause 13.4:2,
13.4:3.2 resigns from his appointment, or
13.4:3.3 dies,
or if for any reason it becomes clear that
he will be unable to complete his duties,
the Landlord or the Tenant may appoint, or
apply for the nomination of, a new
surveyor in his place, and this procedure
may be repeated as many times as necessary.
13.4:4 In the absence of a direction by the surveyor as to
how his fees or charges are to be borne, the
Landlord and the Tenant shall bear them equally.
13.4:5 if the provisions for an independent surveyor to
determine the issue fail completely, the issue shall
then be referred to Arbitration.
13.5 EXPERIENCE OF ARBITRATOR OR EXPERT
The arbitrator or independent surveyor shall, if reasonably
practicable, be a surveyor experienced in the valuation or letting of
premises similar to the Property.
13.6 NON-PAYMENT OF COSTS OF ARBITRATOR OR EXPERT
This clause 13.6 applies if the arbitrator or independent surveyor is
ready to make his award but is unwilling to do so due to the failure by
one party to pay its share of the costs of the award. If one party
fails to pay its share of the costs within fourteen (14) days after a
written request, the other party may pay that share and any amount so
paid shall be a debt due immediately from the party in default to the
other party.
38
RENT REVIEW
-------------------------------------------------------------------------------
CLAUSE 14
14.1 DEFINITIONS
In this clause the following definitions apply:
"REVIEW the following assumptions at the relevant Review Date:
ASSUMPTIONS"
(a) that the Property is fit for use and has been fully fitted
out and equipped by, and at the cost of, the Landlord so as
to be ready for immediate occupation and use for any purpose
permitted under this Lease by any prospective willing tenant,
(b) that no work other than work carried out in compliance with
clause 7.8 has been carried out to the Property during the
Tenancy or under an agreement for the grant of this Lease
which has reduced its rental value.
(c) that the Property is in a good state of repair and decorative
condition,
(d) that if the Property has been damaged or destroyed, it has
been fully restored,
(e) that the Property is available to let as a whole with vacant
possession by a willing landlord to a willing tenant without
a premium payable by the tenant,
(f) that the letting is to be on the same terms as those
contained in this Lease (other than the amount of the Rent)
but subject to the following qualifications:
(i) the term is to commence on the relevant Review Date and
is to continue for ten (10) years with tenant's option
to terminate after six and a half (6-1/2) years,
(ii) the rent is to be subject to review on the terms of
this clause 14 at five (5) yearly intervals after the
commencement of the term of the letting.
(iii) the permitted use is to be that originally permitted
by this Lease and by any consent given by the Landlord,
at the request of the Tenant, before the relevant
Review Date, but taking into account any provisions
entitling the Tenant to change the use with the
Landlord's consent,
(iii) the provisions of clauses 7.9:6 and 7.9:7 are excluded
(and clause 7.9:5 consequently amended) and
(iv) where this Lease has been varied, the variations are
to be incorporated into the new lease, unless the
variation document expressly states otherwise,
39
(g) that the covenants by the Landlord and the Tenant in this
Lease have been and will continue to be fully performed and
observed,
(h) that no reduction is to be made to take account of any rental
concession which, on a new letting with vacant possession,
might be granted to the incoming tenant for a period within
which its fitting out works would be carried out,
(i) that the benefit of any planning or other consent or licence
current at the relevant Review Date is available also for
such willing tenant,
(j) that the Property may lawfully be used for the use originally
permitted by this Lease and permitted by any consent given
by the Landlord at the request of the Tenant, before the
relevant Review Date, and
(k) that any VAT chargeable on the rents is fully recoverable by
the Tenant as an input for VAT purposes.
"EXCLUDED the following matters at the relevant Review Date:
REVIEW
MATTERS" (a) any effect on the rent of the fact that the Tenant, or any
sub-tenant or any predecessor in title of either, is or has
been in occupation of the Property,
(b) any goodwill attached to the Property by reason of the
carrying on there of any business of the Tenant its
sub-tenants or their predecessors in title to their
respective businesses,
(c) any increase in rental value due to any improvements made to
the Property before or after the date of this Lease by the
Tenant or its sub-tenants with any consents (where required),
except improvements:
(i) made at the expense of, or under an obligation to, the
Landlord or its predecessors in title, or
(ii) completed more than twenty-one (21) years before the
relevant Review Date,
and for the avoidance of doubt the works specified in the
attached schedule have been or will be carried out by the
Tenant under an obligation to the Landlord (and so are not
Excluded Matters).
(d) any temporary legal restraint on making or recovering any
increase in the Rent,
(e) any depreciatory effect on the rent because VAT is charged or
chargeable on the rents,
"OPEN MARKET the yearly rent, making the Review Assumptions and disregarding
RENT" the Excluded Review Matters, which would reasonable be expected
to be payable for the Property on a letting in the open market on
the relevant Review Date.
"REVIEW DATE" each date specified in clause 1.6:4
40
14.2 NEW RENT
From and including each Review Date, the Rent will be:
14.2:1 the sum agreed in writing between the Landlord and the Tenant at
any time, or
14.2.2 in the absence of such agreement, the greater of:
14.2:2.1 The Rent payable as specified in clause 1.6:1, or, if
payment of the whole or part of the Rent has been
suspended, the Rent that would have been payable had
there been no suspension, and
14.2:2.2 the Open Market Rent determined (but not earlier than
the relevant Review Date) by Arbitration. If before an
application is made for the appointment of an arbitrator,
the Landlord so elects by prior notice in writing served
on the Tenant, the determination will instead be made by
an independent surveyor. Any application for the
appointment of an arbitrator or an independent surveyor
may be made at any time after (but not before) the date
six (6) months before the relevant Review Date.
14.3 MEMORANDUM
14.3:1 Whenever a new Rent is agreed or determined under clause 14.2, the
Landlord and the Tenant shall each execute a memorandum recording
the agreed amount of the new Rent and the memoranda shall be
exchanged.
14.3:2 The memoranda will be prepared by the landlord and the parties
shall bear their own costs in this respect.
14.4 DELAY
If the Rent payable from a Review Date ("the New Rent") is not known until
after that Review Date:
14.4:1 the Rent payable immediately before the Review Date ("the Old
Rent") shall continue to be payable until the New Rent is
ascertained, and
14.4:2 when the New Rent is ascertained, the Tenant shall pay, within
fourteen (14) days after the date of ascertainment:
14.4:2.1 any difference ("the Shortfall") between the Old Rent
and the New Rent for the period since the Review Date,
and
14.4:2.2 interest at Base Rate on the Shortfall,
14.4:3 if interest is payable on the Shortfall, it shall accrue
separately on each instalment of the Shortfall from the date on
which each instalment would have been payable (had the New Rent
been known by the Review Date) to the date of payment of the
Shortfall, or to the date fourteen (14) days after the New Rent
becomes known, whichever date is the sooner.
41
GUARANTEE
-------------------------------------------------------------------------------
CLAUSE 15
15.1 DEFINITIONS
In this clause "TERMINATION EVENT" means:
(a) the disclaimer of this Lease, or
(b) the surrender of this Lease by a liquidator, administrative receiver
or trustee in bankruptcy, or
(c) the forfeiture of this Lease, or
(d) the Original Tenant (being a body corporate) ceasing to exist.
15.2 GUARANTEE
The Guarantor covenants with and guarantees to the Landlord, as a
premiinary obligation and with joint and several liability as if the
Guarantor were the tenant or a co-tenant with the tenant:
15.2:1 that the Original Tenant shall comply with its obligations:
15.2:1.1 to pay the rents under this Lease, including all
increases whether implemented in accordance with this
Lease or otherwise agreed or settled between the
Landlord and the Original Tenant, and
15.2:1.2 to perform and observe the Tenant Covenants, and
15.2:1.3 to perform and observe the provisions of any Authorised
Guarantee Agreement entered into by the Original Tenant
under the terms of this Lease,
15.2:2 that the Guarantor shall indeminify the Landlord against all
losses, claims, demands, damages, liabilities, costs, fees and
expenses suffered by the Landlord as a result, directly or
indirectly, of a breach by the Original Tenant of a Tenant
Covenant or the happening of a Termination Event.
15.3 NEW LEASE ON DISCLAIMER, ETC.
15.3:1 If the Landlord so requires, by notice in writing served on the
Guarantor within four (4) months after a Termination Event, the
Guarantor shall immediately take up a new lease of the Property.
The terms of the new lease shall be such that, under the
combination of this Lease and the new lease, the Landlord will be
in the same postion (so far as can be achieved) as if the
Termination Event had not occurred and the Guarantor had been the
tenant under this Lease. Without prejudice to these general
words, the new lease is to include the following provisions:
15.3:1.1 the term shall commence on (and shall include) the day
after the date of the Termination Event and continue
for the balance of the Contractual Term, and
42
15.3:1.2 if on the date of the Termination Event there is an
outstanding rent review:
(a) the second day of the term shall be a review date
("New Lease First Review Date"),
(b) for the purpose of the review of the Rent on the
New Lease First Review Date (but not on any
subsequent Review Date) the Open Market Rent shall
be assessed as at the last Review Date in this
Lease falling before the New Lease First Review
Date,
(c) pending ascertainment of the New Rent payable from
the New Lease First Review Date (in accordance
with the provisions for review of the Rent) the
initial Rent shall be the Rent payable under this
Lease immediately before the date of the
Termination Event, and
(d) on ascertainment of the New Rent clause 14.4 shall
apply, and
15.3:1.3 the other terms shall be the same as the terms of this
Lease, with all provisions of a periodic nature,
including any relating to review of the Rent, applying
on the dates that would have applied if the Termination
Event had not occurred.
15.3:2 The Guarantor shall pay the Landlord's reasonable and proper
costs and expenses in connection with the grant of the new lease.
15.4 WAIVER BY GUARANTOR OF RIGHTS
15.4:1 The Guarantor waves any right to require the Landlord to proceed
against the Original Tenant or to pursue any other remedy which
may be available to the Landlord before proceeding against the
Guarantor.
15.4:2 The Guarantor shall not claim in any liquidation, bankruptcy,
composition or arrangement of the original Tenant in competition
with the Landlord.
15.4:3 While any liabilities of the Original Tenant or the Guarantor to
the Landlord remain outstanding:
15.4:3.1 the Guarantor shall pay to the Landlord the proceeds of
all judgments and distributions it receives from any
liquidator, trustee in bankruptcy or supervisor of the
Original Tenant,
15.4:3.2 the Guarantor shall hold for the benefit of the Landlord
all security and rights the Guarantor may have over
assets of the Original Tenant,
15.4:3.3 the Guarantor shall not be entitled to benefit from any
security held by the Landlord in respect of the
Original Tenant's obligations to the Landlord under
this Lease, and
15.4:3.4 the Guarantor shall not be entitled to stand in the
place of the Landlord in respect of any such security.
43
15.5 GUARANTOR'S LIABILITY NOT TO BE PREJUDICED
The Guarantor's liability under this clause 15 is not to be discharged or
reduced by any of the following:
15.5:1 any time or indulgence granted by the Landlord to the Origianl
Tenant or any neglect or tolerance by the Landlord in enforcing
the Original Tenant's obligations,
15.5:2 the Landlord's refusal to accept rent tendered, when acceptance
of rent might have joepardised the Landlord's right of forfeiture,
15.5:3 any change in the constitution, structure or powers of the
Original Tenant, the Guarantor or the Landlord,
15.5:4 the liquidation, administration or bankruptcy of the Origianl
Tenant or the Guarantor
15.5:5 any legal limitation or any immunity, disability or incapacity of
the original Tenant, whether or not known to the Landlord, or any
dealings with the Landlord by the original Tenant outside the
powers of the original Tenant,
15.5:6 a variation of the terms of this Lease by agreement between the
Landlord and the original Tenant, or
15.5:7 any other thing by which (but for this provision) the Guarantor
would have been released.
15.6 SURRENDER OF PART BY ORIGINAL TENANT
If the original Tenant surrenders part of the Property:
15.6:1 the liability of the Guarantor shall continue in respect of the
remainder, after making any necessary apportionments under
Section 14O of the Law of Property Xxx 0000, and
15.6:2 any new lease granted under clause 15.3 shall be of the part of
the Property that has not been surrendered.
15.7 BENEFIT OF GUARANTEE
Successors of the Landlord shall automatically be entitled to the benefit
of this guarantee without the need for an assignment.
15.8 CHANGE OF ADDRESS
The Guarantor shall forthwith notify the Landlord in writing of each
change in the principal address of the Guarantor (including in the case of
an individual a change in the usual place of residence and in the case of
a Guarantor with a registered office a change in the address of the
registered office).
44
EXECUTED BY THE PARTIES AS A DEED and delivered on, but not before, the date
inserted as the date of this Lease
(THE COMMON SEAL of
(CAPITAL & COUNTIES plc
(was affixed in the presence of:-
Director
Secretary
45
REGULATIONS
-------------------------------------------------------------------------------
1. MUSIC
Tenants must not play or use any musical instruments or equipment which
produces sound in their premises which can be heard outside their premises.
2. ANIMALS
Tenants must not keep any live animals (other than guide dogs), fish,
reptiles or birds in their premises.
3. PESTS
Tenants must keep their premises free from rats, mice and other pests.
4. RUBBISH
Tenants must keep all rubbish and refuse in properly covered rubbish bins
to the reasonable satisfaction of the Landlord and arrange for the removal
of all refuse from their premises at least weekly.
5. RESIDENCE
Tenants must not allow any person to reside or sleep on their premises.
6. AUCTION
Tenants must not hold any sale by auction on their premises.
7. SAFES AND OTHER HEAVY OBJECTS
Tenants must not bring any safe or other very heavy object on to their
premises without the Landlord's consent, such consent not to be
unreasonably withheld or delayed.
8. WINDOW XXXXX AND BALCONIES
Tenants must not place flower-pots window-boxes or other articles on
externalwindow xxxxx and balconies.
46
THE SCHEDULE
-------------------------------------------------------------------------------
Of works referred to in item (c) in the definition of Excluded Review Matters
in clause 14.1 Items to be included at rent review
1. Air conditioning systems in the following areas
Ground floor - Production Commissioning Area (Stonepail Close elevation)
- Training Rooms and Training Equipment Room (south wing
overlooking rear car park)
- VSD Lab and Development Systems Areas
- VM2OOO Lab
- Customer Test Area
First Floor - None
Second Floor - Conference Room Nos 1 & 2
2. Rearrangement of car park comprising 84 spaces to provide an additional 6
spaces.
3. Unisex shower to be provided on first or second floor in existing toilet
block.
4. Additional service bunking similar to existing perimeter bunking to be
provided to the six internal columns on each floor.
47
