Exhibit 10.28
DATED 21st February 1997
(1) LANDLORD: REAL ESTATE AND COMMERCIAL TRUST LIMITED
(2) TENANT: 4 FRONT GROUP PLC
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L E A S E
o f
Falcon ▇▇▇▇ ▇
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Prop Ref: 21/111/0700.02
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From: the 21st day of February 1997
Term: 5 Years
Tenant's Break at end of third year
Rent: (pound)87,410.00 per annum plus V.A.T. ex.
T H I S L E A S E made the 21st February ▇▇▇▇
▇ ▇ ▇ ▇ ▇ ▇ ▇
(1) REAL ESTATE AND COMMERCIAL TRUST LIMITED whose registered office is at
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ("the Landlord")
(2) 4 FRONT GROUP PLC whose registered office is at ▇-▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ("the Tenant")
W I T N E S S E T H as follows:-
1. IN these presents except as otherwise provided or the context otherwise
requires:-
(A) (a) where there are two or more persons included in the expression
the Tenant covenants contained in these presents which are
expressed to be made by the Tenant shall be deemed to be made
by such persons jointly and severally
(b) any reference to an Act of Parliament shall include any
modification extension or re-enactment thereof for the time
being in force and shall also include all instruments orders
plans regulations permissions and directions for the time
being made issued or given thereunder or deriving validity
therefrom
(B) the following expressions shall have the following meanings:-
(a) "the Landlord" shall include the person for the time being
entitled to the reversion immediately expectant on the
determination of the term hereby granted
(b) "the Tenant" shall include its successors in title and in the
case of an individual shall include his personal
representatives
(c) "a guarantor" shall in the case of individuals include their
respective personal representatives
(d) "the term" means the term of years hereby granted together
with any continuation thereof (whether under an Act of
Parliament or by the Tenant holding over or for any other
reason)
(e) "these presents" means this Lease and any document which is
supplemental hereto or which is expressed to be collateral
herewith or which is entered into pursuant to or in accordance
with the terms hereof
(f) "the demised premises" means the land described in the First
Schedule hereto and each and every part thereof together with
the appurtenances thereto belonging and together also with any
buildings and each and every part thereof (including glass in
the elevations) now or hereafter erected or in the course of
erection
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thereon or on any part thereof together with all additions
alterations and improvements thereto which may be carried out
during the term and shall also include all Landlord's fixtures
and fittings from time to time in and about the same
(g) "the Estate" means the Landlord's Industrial Estate at
Stonefield Way South Ruislip Middlesex
(h) "the Estate roads" means the roads shown coloured ▇▇▇▇▇ on the
Plan
(i) "conducting media" means all drains channels sewers flues
conduits conducts pipes wires cables watercourses gutters
culverts soakaways and other similar transmission media and
installations and all fixings and other ancillary apparatus
(j) "the Common Areas and Services" means the parts of the
Landlord's Estate as do not consist either of premises demised
or intended to be demised for exclusive occupation and
including (but without prejudice to the generality) all roads
ways pavements yards car parking areas landscaped areas all
conducting media and other services of a communal nature and
whether in under or over any demised premises or not and
including (but without prejudice to the foregoing) the Estate
roads but excluding car parking areas and other areas within
the demised premises
(k) "the Plan" means the plan annexed to this Lease
(l) "the insured risks" means risks in respect of loss or damage
by fire lightning explosion aircraft (other than hostile
aircraft) and other aerial devices or articles dropped
therefrom earthquake riot and civil commotion and malicious
damage storm or tempest bursting or overflowing of water tanks
apparatus or pipes flood impact by road vehicles Architect's
Surveyor's and other professional fees and such other risks of
insurance as may from time to time be required by the Landlord
(m) "full cost of reinstatement" means the costs which would be
likely to be incurred (including fees) in reinstating the
demised premises at the time when such reinstatement is likely
to take place having regard to any expected increases in
building costs during any period of insurance and pending and
during the period of reinstatement
(n) "the Planning Acts" means the Town and Country Planning ▇▇▇
▇▇▇▇ and any statutory extension modification amendment or
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re-enactment of that statute and all regulations or orders
made under it and any future legislation of a similar nature
(o) "V.A.T." means Value Added Tax and any tax of a similar nature
substituted for it or in addition to it
2. THE Landlord HEREBY DEMISES unto the Tenant ALL THAT the demised premises
TOGETHER with the easements and other rights (if any) contained or
referred to in the Second Schedule hereto EXCEPT AND RESERVING as
mentioned in the Third Schedule hereto TO HOLD the same SUBJECT (a) to all
rights easements quasi-easements and privileges to which the demised
premises are or may be subject and (b) to and (in so far as the Landlord
has power to grant the same) with the benefit of the provisions contained
or referred to in the documents (if any) referred to in the Fourth
Schedule hereto unto the Tenant from the 21st day of February 1997 for a
TERM of FIVE YEARS YIELDING AND PAYING therefor during the term and in
proportion for any less time than a year FIRST the clear YEARLY RENT of
EIGHTY-SEVEN THOUSAND FOUR HUNDRED AND TEN POUNDS ((pound)87,410.00) plus
V.A.T, to be paid in advance by equal quarterly payments on the usual
Quarter Days (namely the Twenty-fifth day of March the Twenty-fourth day
of June the Twenty-ninth day of September and the Twenty-fifth day of
December) clear of all deductions whatsoever the first of such payments to
be in respect of the period from the 20th day of May 1997 to the 23rd day
of June 1997 and to be made on the date hereof SECONDLY on demand the
moneys referred to in Clause 3(2) hereof THIRDLY on demand an amount
equal to the yearly sum or sums expended by the Landlord in insuring the
demised premises against loss or damage by the insured risks in a sum
equal to the full cost of reinstatement together with three years (or such
longer period as from time to time the Landlord may reasonably require
having regard to the longest likely period required for reinstatement)
loss of rent FOURTHLY on demand all costs charges and expenses which the
Landlord may from time to time properly incur in connection with or in
procuring the remedying of any breach by the Tenant of any of the
covenants on the part of the Tenant contained in these presents and
FIFTHLY on demand a proportion (determined in manner hereinafter
appearing) of all moneys howsoever and from time to time:-
(a) Expended by the Landlord in accordance with the principles of good
estate management (whether of a recurring nature or not) in
connection with and arising from the security preservation
maintenance cleansing lighting repairing removing adding to or
rebuilding of the Common Areas and Services and without affecting
the generality of the foregoing including
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the obtaining or provision of services fuel heat and light and rates
and similar assessments and payment of wages and statutory payments
for persons properly employed in each case in respect of the Common
Areas and Services or any part thereof together with reasonable
professional fees including those of the Landlord's agents in
managing the Estate or in the event of the Landlord personally
managing the Estate such charge as the Landlord shall make for such
management as commensurate with what would be charged by an
independent firm of surveyors applying any appropriate fee of the
Royal Institution of Chartered Surveyors it being the intention of
the parties hereto that the tenants on the Estate shall together
bear all expenditure in respect of the Common Areas and Services
other than the initial cost of construction and laying out of the
Estate and any Revenue Taxes falling upon the Landlord in respect of
the rents
(b) Reasonably required by the Landlord whether from time to time or in
each year for the purpose of providing a fund to meet any of the
aforesaid expenditure
(c) Such contributions as the Landlord may be lawfully required to make
in connection with the use of all things which are common to or
capable of being used with the Estate in common with other premises
and including in particular but without affecting the generality of
the foregoing the Estate roads
IT IS HEREBY DECLARED THAT:-
(i) Such proportion as aforesaid shall be the ratio of the gross floor
area of all the buildings erected on the demised premises to the
total gross floor area of all buildings (other than land occupied by
statutory undertakers) erected on the Estate PROVIDED THAT the
Landlord's agents certificate as to such proportion and as to the
amount expended shall be final and conclusive (save in the case of
manifest error) and the amount due shall be subject to the
provisions of Clause 3(2) hereof
(ii) The Landlord's Agents Certificate as aforesaid shall be issued
annually on the 24th June or such other date as the Landlord shall
decide
(iii) The Landlord's agents for the purposes of this Clause shall mean
such surveyors or other persons as may from time to time be
appointed by the Landlord for the purpose of assessment of such
expenditure as aforesaid and the proportion payable by the Tenant or
if the Landlord shall personally manage the Estate then the Landlord
with power to the Tenant to require at the expense of the Tenant an
audit of the amount expended
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by the Landlord but payment shall not be deferred pending any such
audit
3. THE Tenant to the intent that the obligations hereby created shall
continue throughout the term HEREBY COVENANTS with the Landlord as
follows:-
(1) To pay the rents hereinbefore reserved at the time and in the manner
aforesaid without any deductions or set off
(2) Without prejudice to any other right remedy or power herein
contained or otherwise available to the Landlord if any rent payable
under these presents shall have become due but remain unpaid for
fourteen days to pay on demand to the Landlord (if the Landlord
shall so require) interest thereon at the rate of Four Pounds per
centum per annum above the National Westminster Bank PLC Base Rate
for the time being in force from the date when the same became due
and until payment thereof (as well after as before any judgment)
(3) To bear pay and discharge all existing and future rates taxes duties
charges assessments impositions and outgoings whatsoever (whether
parliamentary parochial local or otherwise and whether or not of a
capital or non-recurring nature) which now are or may at any time
hereafter during the term be charged levied assessed or imposed upon
the demised premises or upon the owner or occupier in respect
thereof except any taxes payable by the Landlord in respect of its
ownership of or dealing with the reversion to this Lease
(4) If at any time during the term the Tenant shall become entitled to
the benefit of any insurance on the demised premises then the Tenant
shall apply (in so far as the same shall extend) all moneys received
by virtue of such insurance in making good the loss or damage in
respect of which the same shall have been received
(5) Not to enter into contracts for the regular maintenance inspection
care and servicing of the boilers (if any) central heating (if any)
electrical circuits and air conditioning apparatus (if any) from
time to time in and about the demised premises except with persons
of repute approved by the Landlord such approval not to be
unreasonably withheld or delayed
(6) To allow the Landlord to enter the demised premises as often as the
Landlord may reasonably require for the purpose of carrying out any
of the matters mentioned under the rent fifthly stated under Clause
2
(7) At all times during the term to repair and keep the demised premises
in good and substantial repair and condition Excepting only damage
by the insured risks in circumstances where the insurance is not
vitiated by the act or default of the Tenant PROVIDED that the
Tenant shall not be
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required to keep throughout the term such parts of the demised
premises as are mentioned in the Schedule of Condition annexed to
this Lease in a better state of repair than is specified in the said
Schedule of Condition subject to the Remedial Works carried out by
the Landlord as evidenced by the photographic schedule which shall
be prepared after completion of the said Remedial Works
(8) In the third year of the term and also during the last year thereof
(howsoever the same may be determined) (but not more than once in
any period of twelve months) to paint in a proper and workmanlike
manner with two coats of good quality paint of a colour which if
different from the present colour shall be previously approved in
writing by the Landlord's Surveyors (such approval not to be
unreasonably withheld or delayed) all outside parts of the demised
premises usually painted and with every such outside painting to
polish all outside parts of the woodwork usually polished and to
restore paint treat and make good the brickwork stucco stonework
plastic and glazing (as the case may be) where necessary and
generally to carry out all such work with good quality materials of
their several kinds and in accordance with good standards of
workmanship
(9) In the last year of the term (howsoever the same may be determined)
to paint with two coats at least of good quality paint of a colour
which if different from the present colour shall be previously
approved in writing by the Landlord's Surveyors (such approval not
to be unreasonably withheld or delayed) and well and sufficiently to
redecorate with such varnish paper emulsion paint or other suitable
decorative material all the interior parts of the demised premises
as are usually or ought to be redecorated as aforesaid and generally
to redecorate throughout restoring and making good the demised
premises and to carry out all the work required by this sub-clause
with good quality materials of their several kinds and in accordance
with good standards of workmanship
(10) As often as the Landlord may reasonably consider necessary to clean
and treat in an appropriate manner to the reasonable satisfaction of
the Landlord's Surveyors all materials surfaces and finishes of the
interior and the exterior of the demised premises which ought
normally to be so cleaned and treated and in particular (but without
prejudice to the generality of the foregoing) all wood plastic metal
stonework glazing cladding and concrete and to wash all surfaces
requiring to be washed
(11) To permit the Landlord and its agents at all reasonable times with
or without workmen on giving reasonable prior written notice (except
in emergency) to the Tenant to enter upon the demised premises to
view the state of repair and condition thereof and to take a
Schedule of the
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Landlord's fixtures and of any dilapidations and to exercise the
rights hereinafter excepted and reserved
(12) Well and substantially to repair and make good all defects and wants
of reparation repair or renewal of which notice in writing shall be
given to or left on the demised premises for the Tenant by the
Landlord and for which the Tenant is liable hereunder within two
calendar months after the giving or leaving of such notice (or
sooner if requisite) and if the Tenant fails to comply with any such
notice it shall be lawful (but not obligatory) for the Landlord
(without prejudice to the right of re-entry hereinafter contained)
to enter upon the demised premises to make good the same at the cost
of the Tenant which cost shall be repaid by the Tenant to the
Landlord on demand together with all Solicitors' and Surveyors'
charges and other expenses which may be properly incurred by the
Landlord in connection therewith together with interest thereon in
each case from the date of payment by the Landlord at the rate of
Four Pounds per centum per annum above the National Westminster Bank
PLC Base Rate for the time being in force (as well after as before
any judgment)
(13) Not to bring or permit to be brought into the demised premises or to
place or store or permit to be placed or stored or to remain in or
about the demised premises any article or thing which is or may
become dangerous offensive combustible inflammable radioactive or
explosive and not to carry on or do or permit to be carried on or
done thereon any hazardous trade or act in consequence of which the
Landlord would or might be prevented from insuring the demised
premises and/or any other adjoining property for the time being
owned by the Landlord at the ordinary rate of premium or whereby any
insurance effected in respect of the demised premises and/or any
such other property would or might be vitiated or prejudiced and not
without the written consent of the Landlord to do or allow to be
done anything whereby any additional premium may become payable for
the insurance of the demised premises and/or of any such other
property and not to allow to pass into the conducting media serving
the Estate or any part thereof any noxious or deleterious effluent
or other substance which might cause any obstruction in or injury to
the conducting media and in the event of any such obstruction or
injury forthwith to make good all such damage to the satisfaction of
the Landlord's Surveyors
(14) Not without the previous consent in writing of the Landlord's
Surveyors to place or keep or permit to be placed or kept in the
demised premises
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any heavy articles in such position or in such quantity or weight or
otherwise in such manner howsoever as to overload or cause damage to
or to be in the opinion of the Landlord (acting reasonably) likely
to overload or cause damage to the demised premises
(15) Not to carry on use or permit the demised premises to be used for
any noisy noisome offensive or dangerous trade manufacture business
or occupation nor for any illegal or immoral purpose nor to do or
suffer to be done on the demised premises any act or thing
whatsoever which in the opinion of the Landlord (acting reasonably)
may be or tend to become an annoyance nuisance disturbance
inconvenience or cause damage to the prejudice of the Landlord or to
the owners or occupiers of any adjoining or neighbouring premises or
any of them and not to use or permit the buildings on the demised
premises to be used otherwise than for purposes within Use Classes
B1 (C)B2 and B8 of the Schedule to the Town and Country Planning
(Use Classes) Order 1987 and the remaining land within the demised
premises for purposes of car parking and landscaping Provided Always
and the Tenant hereby acknowledges and admits that notwithstanding
the foregoing provisions the Landlord does not thereby or in any
other way give or make nor has given or made at any other time any
representation or warranty that any such use is or will be or will
remain a permitted use within the provisions of the Planning Acts
nor shall any consent in writing which the Landlord may hereafter
give to any change of use be taken as including any such
representations or warranty and that notwithstanding that any such
use as aforesaid is not a permitted use within such provisions as
aforesaid the Tenant shall remain fully bound and liable to the
Landlord in respect of the obligations undertaken by the Tenant by
virtue of these presents without any compensation recompense or
relief of any kind whatsoever
(16) Not to permit any sale by auction or public exhibition or public
show or spectacle or political meetings to take place on the demised
premises
(17) Not to cut remove divide alter maim or injure the demised premises
nor merge the demised premises with any adjoining premises nor make
any alterations or additions to the demised premises except with the
previous consent in writing of the Landlord not to be unreasonably
withheld or delayed and in accordance with drawings and
specifications previously submitted to and approved in writing by
the Landlord's Surveyors (such consent not to be unreasonably
withheld or delayed in the case of any alteration which is neither a
substantial structural alteration nor requires
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planning consent and such consent if granted to be without prejudice
nevertheless to the provisions of sub-clause (24)) Provided Always
that the Landlord may as a condition of giving any such consent
require the Tenant to enter into such covenants with the Landlord as
the Landlord may reasonably require in regard to the execution of
any such works and the reinstatement of the demised premises at the
end or sooner determination of the term (howsoever the same may be
determined) or otherwise And Provided further that in the event that
the Tenant fails to observe this condition it shall be lawful for
the Landlord with or without agents and materials to enter upon the
demised premises and remove any alterations or additions and execute
such works as are necessary to restore the demised premises to their
former state and the expenses of the Landlord properly incurred in
connection with any submission approval inspection or restoration
(including Surveyors' and other professional fees) shall be paid by
the Tenant to the Landlord on demand
(18) Not at any time during the term to affix or exhibit or permit to be
affixed or exhibited in or upon any part of the demised premises any
▇▇▇▇ placard advertisement flashlight or other sign except such as
shall previously have been approved in writing by the Landlord such
approval not to be unreasonably withheld or delayed
(19) Not to assign underlet agree to underlet share or part with the
possession of the demised premises or any part thereof (other than
(on giving prior written notice to the Landlord) by way of sharing
occupation with another company within the same group of companies
(within the meaning of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ S42) on
terms that no relationship of Landlord and Tenant thereby arises and
only for so long as both companies remain members of the same group
of companies (as defined above)) Provided Always that if the Tenant
shall at any time during the term desire:-
(A) to assign the demised premises as a whole
(B) to underlet the demised premises as a whole at the full rack
rental market value thereof or the rent reserved and payable
under this Lease at the time of the grant of the underlease
whichever is higher
And shall on each occasion procure:-
(i) that any intended assignee shall covenant direct with the
Landlord that during the residue of the term then subsisting
the said assignee will pay the rents reserved by and will
observe and
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perform the covenants and conditions contained in these
presents and if the intended assignee shall be a limited
liability company then the directors of the same shall if the
Landlord so requires act as guarantors for such company and
shall (inter alia) jointly and severally covenant with the
Landlord that the said company will during the residue of the
term then subsisting pay the rent for the time being
hereinbefore reserved and perform and observe the covenants on
the part of the Tenant contained in these presents and will
indemnify and keep the Landlord indemnified from and against
all actions proceedings costs claims and demands arising by
reason of any default of the said company and such covenant
shall also provide that any neglect or forbearance of the
Landlord shall not release or exonerate the guarantors and
shall further provide that should the said company go into
liquidation and the liquidator disclaim these presents or if
the said company should be wound up or cease to exist then the
guarantors will should the Landlord so require accept a new
lease of the demised premises such new lease to commence as
from the date of such disclaimer and to be for the residue
then unexpired of the term and to be at the rent then payable
(such rent to commence as from the date of such disclaimer and
to be subject to the same Tenant's covenants and to the same
provisos and conditions as those in force immediately before
such disclaimer) and to be granted at the cost in all respects
of the guarantors in exchange for a counterpart duly executed
by the guarantors and
(ii) that any intended assignee or underlessee shall covenant with
the Landlord in the same terms as are contained in this Clause
3(19) and to pay all reasonable Solicitors' and Surveyors'
fees and other costs properly incurred by the Landlord in
connection with such consent and
(iii) that in any permitted mediate or immediate underlease
(a) the underlessee shall covenant in such manner as to be
enforceable by the Landlord not to deal in any manner
with the premises therein comprised or any part thereof
or permit any dealing therewith which shall be
inconsistent with the provisions of this Clause 3(19)
and
(b) the covenants on the part of the Tenant herein contained
(save for payment of rent) shall be enforceable by the
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Landlord in case of default as well against the
underlessee as against the Tenant and
(iv) that in any such assignment or underlease the assignee or
underlessee (as the case may be) shall covenant to produce for
registration at the office of the Landlord or as the Landlord
may from time to time direct every assignment or underlease as
hereinafter mentioned and to pay the registration fees in
respect thereof as hereinafter provided
the Tenant shall subject to the prior written consent of the
Landlord (which shall not be unreasonably withheld or delayed)
be permitted to assign the demised premises as a whole or
underlet the demised premises as a whole
PROVIDED THAT the Landlord may withhold consent to an
assignment
(1) Unless the Assignee shall produce in respect of the
business carried on by the Assignee unqualified audited
accounts for a period of at least three consecutive
financial years immediately preceding the date of the
assignment showing annual pre-tax profits for the
Assignee of not less than three times the annual rents
first reserved by and payable under the Lease at the
date of the assignment
(2) If the demised premises are not substantially in the
state and condition required by full compliance with the
terms of the covenants on the part of the Tenant in the
Lease
(3) Unless the Assignee shall if so reasonably required by
the Landlord deposit with the Landlord such sum that the
Landlord shall require as security for the compliance by
the Tenant with and performance of the covenants and
conditions in the Lease
The Landlord shall be entitled to give consent to assign
subject to the condition that before the Tenant assigns the
Lease the Tenant shall enter into an agreement with the
Landlord under which the Tenant
(a) Guarantees the performance by the Assignee of all the
covenants on the part of the Tenant contained in the
Lease
(b) Is liable to the Landlord as principal debtor and any
neglect or forbearance of the Landlord shall not release
or exonerate the Tenant
(c) Agrees that in the event that the Lease is disclaimed
the Tenant shall if so required by the Landlord accept
the grant of a new tenancy of the demised premises
within two months of the
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Landlord's request on the same terms and conditions as
the Lease at the date of the disclaimer and for the
residue then unexpired of the term and at the rent then
payable
(20) Within twenty-one days after the date of any assignment of these
presents or the grant of any underlease of the whole or any part of
the demised premises or any assignment of such an underlease or the
execution of any mortgage or charge affecting these presents as
aforesaid or any transfer of any such mortgage or charge or any
devolution of the term granted by these presents or of any such
underlease as aforesaid by will intestacy assent or operation of law
to give written notice to the Landlord's Solicitors (or as the
Landlord may from time to time direct) of such assignment underlease
assignment of underlease mortgage charge transfer of mortgage or
charge or devolution as aforesaid and to pay or cause to be paid to
the Landlord's Solicitors or as the Landlord may from time to time
direct a fee of Twenty-five Pounds (or such increased fee as shall
be reasonable) for the registration thereof
(21) At all times during the term
(A) To keep the demised premises in a clean and tidy condition and
clear of all rubbish and to clean at least once every month
the inside and outside of the windows and window frames of the
demised premises and all the glass (if any) in the elevations
thereof and
(B) To observe and perform the regulations set forth in the Fifth
Schedule hereto and such reasonable amended regulations (not
derogating from the Landlord's grant hereunder) as the
Landlord may notify to the Tenant in writing from time to time
(22) To pay to the Landlord all costs charges and expenses (including but
without prejudice to the generality of the foregoing Solicitors'
costs Counsel's Architects' and Surveyors' and other professional
fees and disbursements and commission payable to a Bailiff) properly
incurred by the Landlord
(a) incidental to the preparation and service of a notice under
Section 146 of the Law of Property ▇▇▇ ▇▇▇▇ and/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
-12-
avoided otherwise than by relief granted by the Court) and to
keep the Landlord fully indemnified 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) in the preparation and service of a Schedule of Dilapidations
and subsequent supervision of the remedying of such
dilapidations at any time during or after the expiration of
the term (but relating in all cases only to dilapidations
which accrued prior to the expiration or sooner determination
of the said term howsoever the same be determined)
(c) the recovery or attempted recovery of arrears of rents or
other sums due from the Tenant
(d) in connection with or procuring the remedying of any breach of
covenant on the part of the Tenant contained in these presents
(23) At all times and from time to time and at its own expense to execute
all works as are or may under or in pursuance of any Act of
Parliament (including but without prejudice to the generality of the
foregoing the Offices Shops and Railway Premises ▇▇▇ ▇▇▇▇ the
▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ the Fire Precautions ▇▇▇ ▇▇▇▇ and the Health and
Safety at Work etc Act 1974) already or hereafter to be passed be
directed or required to be done or executed upon or in respect of
the demised premises or the Tenant's user thereof whether by the
Owner and/or the Landlord and/or the Tenant thereof and to comply
with all notices which may be served by the Public Local or
Statutory Authority and not to do or permit to be done on the
demised premises any act or thing whereby the Landlord may become
liable to pay any penalty imposed or to bear the whole or any part
of any expenses incurred under any such Act instrument regulation
order or direction as aforesaid and to pay the due proportion
thereof applicable to the demised premises in respect of any such
works so required to be carried out on any building of which the
demised premises form part
(24) In relation to the Planning Acts:-
(a) At all times during the term to comply in all respects with
the Planning Acts and to keep the Landlord indemnified in
respect thereof
(b) During the term so often as occasion shall require at the
expense in all respects of the Tenant to obtain all
permissions as may be required for the carrying out by the
Tenant of any operations on the demised premises or for the
institution continuance or renewal
-13-
by the Tenant thereon of any use thereof which may constitute
development or any step related thereto within the meaning of
the Planning Acts But the Tenant shall not make any
application for planning permission or give any notice to any
Authority of an intention to commence or to carry out any
development or any step related thereto (including the
commencement or carrying out of any development) without the
previous written consent of the Landlord (such consent not to
be unreasonably withheld or delayed) Provided that the
Landlord may withhold consent where it reasonably considers
that the making of any such application by the Tenant could
lead either to the acquisition by any statutory authority or
body of the Landlord's interest in the demised premises or to
materially adverse financial or taxation consequences upon the
Landlord so that the Tenant shall (if and in so far as it is
lawful for the parties hereto to make such an arrangement)
indemnify the Landlord against all charges payable in respect
of any such application and shall also pay to the Landlord a
reasonable sum in respect of all professional fees and
expenses properly incurred by the Landlord in connection
therewith and the Tenant shall forthwith after the grant or
refusal of such application give to the Landlord full
particulars in writing thereof and (free of cost to the
Landlord) supply a copy thereof for the retention of the
Landlord and (if the Tenant should wish to pursue such
application) in the case of a refusal of such an application
or in the case of a grant thereof subject to conditions which
the Landlord acting reasonably considers unreasonable
forthwith if the Landlord so requires but at the Tenant's
expense lodge the necessary notice of appeal and at the
Tenant's cost proceed diligently with such appeal and at all
times at the request of the Landlord keep the Landlord
informed of the progress thereof
(c) Not to implement any planning permission until the same has
been submitted to and approved in writing by the Landlord
(d) Unless the Landlord shall otherwise direct to carry out before
the determination of the term (howsoever the same may be
determined) 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 implemented
planning permission which may have been granted to the Tenant
-14-
(e) Forthwith after receiving notice of the same to give full
particulars to the Landlord of any notice or proposal for a
notice or order or proposal for an order made given or issued
to the Tenant by any competent authority under or by virtue of
the Planning Acts affecting or capable of affecting the
demised premises and to produce such notice order or proposal
to the Landlord
(f) At the request of the Landlord and at the cost of the Tenant
to make or join with the Landlord in making such objection or
representation against or in respect of any proposal for such
a notice or order as the Landlord shall deem expedient
(g) If called upon so to do to produce to the Landlord all plans
documents and other evidence as the Landlord may reasonably
require in order to satisfy itself that the provisions of this
sub-clause have been complied with
(h) (i) Except in so far as the Tenant cannot lawfully contract
to do so to pay the whole amount of any levy charge or
imposition assessed or imposed in respect of any
development of the demised premises by the Tenant or any
permission consent or approval for such development and
payment to be so made as to ensure that no part thereof
shall become or remain longer than is avoidable
recoverable from any person other than the Tenant or
charged or chargeable upon any interest in the demised
premises other than that of the Tenant
(ii) Not without the consent in writing of the Landlord to
take any step which would involve any person or interest
in liability to any levy charge or imposition as
mentioned in sub-clause {i) hereof
(iii) If called upon in writing by the Landlord so to do to
complete as soon as practicable any development in
respect of which a liability to levy charge or
imposition as specified in sub-clause (i) hereof has
fallen or may fall to be borne by any person other than
the Tenant or has or may become charged or chargeable on
any interest other than that of the Tenant
(25) To use the best practicable means to avoid pollution or
contamination of the environment as a result of anything done or
omitted to be done in the demised premises during the term and to
indemnify the Landlord against
-15-
all costs and liabilities properly incurred by the Landlord in
connection with carrying out work to prevent minimise or deal with
the effects of pollution or contamination of the environment as a
result of anything done or omitted to be done in the demised
premises during the term
(26) To permit the Landlord to fix and retain in a conspicuous position
on the demised premises a notice board for the reletting (in the
event of termination for whatever reason of the term hereby created)
and/or the sale of the same (but not so as to restrict or interfere
unreasonably with the access of light and air to the demised
premises) and not to take down or obscure the said notice board and
to permit all persons authorised in writing by the Landlord or its
agents to view the demised premises at reasonable hours in the
daytime upon prior appointment having been made
(27) Upon making an application for any consent or approval which is
required under these presents the Tenant shall disclose to the
Landlord such information as the Landlord may reasonably require and
shall pay the Landlord's reasonable legal expenses and Surveyors'
fees (including disbursements and stamp duty) on all Licences and
Deeds and the Duplicate copies thereof resulting from all such
applications by the Tenant including charges fees and disbursements
actually incurred in cases where consent is lawfully refused or the
application is withdrawn
(28) To observe and perform the agreements covenants and stipulations
contained or referred to in the documents referred to in the Fourth
Schedule hereto (if any) insofar as they relate to the demised
premises and are still subsisting and to keep the Landlord
indemnified against all actions proceedings costs claims and demands
in any way relating thereto
(29) At the expiration or sooner determination of the term (howsoever the
same may be determined) quietly to yield up unto the Landlord the
demised premises in such good and substantial repair and condition
as shall be in accordance with the covenants on the part of the
Tenant herein contained together with all fixtures fittings
improvements and additions which now are or may at any time
hereafter be in or about the demised premises (but excepting
Tenant's fixtures and fittings) and in case any of the Landlord's
fixtures and fittings shall be missing broken damaged or destroyed
forthwith to replace them with others of a similar character and of
equal value and to remove every moulding sign writing or painting of
the name or business of the Tenant or other occupiers from the
demised premises and to make good all damage caused to the demised
premises by the removal of the Tenant's fixtures fittings furniture
-16-
and effects
(30) (a) To pay to the Landlord such amount of V.A.T. at the rate for
the time being in force as shall be legally payable in respect
of all moneys covenanted to be paid by the Tenant under the
terms of these presents and in every case where in these
presents the Tenant covenants to pay an amount of money such
amount shall be regarded as being exclusive of all V.A.T.
which may from time to time be legally payable thereon
(b) To give written notice forthwith to the Landlord upon any
alteration in the V.A.T. status of the Tenant and to indemnify
and keep indemnified the Landlord from and against any
liability arising from the V.A.T. status of the Tenant or any
alteration thereto and from all proceedings costs claims and
demands of whatever nature in relation to any such liability
(31) (a) To indemnify and keep indemnified the Landlord from liability
in respect of any injury to or the death of any person damage
to any property moveable or immoveable the infringement
disturbance or destruction of any right easement or privilege
or otherwise by reason of or arising directly or indirectly
out of the repair state of repair condition or any alteration
to or to the user hereinbefore permitted of the demised
premises and from all proceedings costs claims and demands of
whatsoever nature in respect of any such liability or alleged
liability
(b) To be responsible for and to indemnify the Landlord against
all damage occasioned to the demised premises (or any other
part of the building of which the demised premises form part)
or any adjacent or neighbouring premises or to any person
caused by any act default or negligence of the Tenant or the
servants agents licensees or invitees of the Tenant
(32) At all times during the said term to observe and comply with all the
covenants and the exceptions and reservations affecting the freehold
title to the demised premises in so far as they are still subsisting
and capable of taking effect
4. THE Landlord HEREBY COVENANTS with the Tenant as follows:-
(a) That the Tenant paying the rents hereby reserved and performing and
observing the several covenants on its part herein contained shall
peaceably hold and enjoy the demised premises during the said term
without any interruption by the Landlord or any person rightfully
claiming
-17-
through under or in trust for the Landlord
(b) To keep the demised premises insured against loss or damage by the
insured risks in a sum equal to the full cost of reinstatement and
(unless the insurance of the demised premises shall have been
forfeited or vitiated by the act or default of the Tenant) to cause
all moneys received by virtue of any such insurance (except the
insurance relating to loss of rent) to be laid out in rebuilding and
reinstating the demised premises with all reasonable speed
(c) To maintain and repair the Common Areas and Services and to provide
the services referred to in paragraph (a) of Clause 2
5. PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED as follows:-
(1) That if the rent hereby reserved or any part thereof shall at any
time be in arrear for fourteen days after the same shall have become
due (whether legally demanded or not) or if there shall be any
breach of any of the covenants on the part of the Tenant contained
in these presents or if the Tenant shall commit any act of
bankruptcy or shall compound with creditors or shall suffer any
distress or execution to be levied on the demised premises or the
contents thereof or being a company shall go into liquidation
whether voluntary or compulsory (otherwise than a voluntary
liquidation of a solvent company for the purpose of amalgamation or
reconstruction) or suffer a Receiver to be appointed then and in any
such case it shall be lawful for the Landlord at any time thereafter
into and upon the demised premises in the name of the whole to
re-enter and the same to have again repossess and enjoy as in their
former estate and thereupon the term shall absolutely cease and
determine but without prejudice to any right of action of the
Landlord in respect of any antecedent breach of any of the covenants
by the Tenant contained in these presents
(2) That nothing herein contained shall by implication of Law or
otherwise operate or be deemed to confer upon the Tenant any
easement right or privilege whatsoever over or against any adjoining
or neighbouring property which now or hereafter shall belong to the
Landlord either for an estate in fee simple or for a term of years
or which would or might restrict or prejudicially affect the future
rebuilding alteration or development of such adjoining or
neighbouring property and that the Landlord shall have the right at
any time to make such alterations to or to pull down and rebuild or
redevelop any such adjoining or neighbouring property as it may deem
fit without obtaining any consent from or making any compensation
-18-
to the Tenant
(3) That nothing herein contained or implied shall impose or be deemed
to impose any restriction on the use of any land or building 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 in any way the development of any land not comprised in
these presents but not so as substantially to interfere with or
affect the quiet enjoyment and use of the demised premises by the
Tenant
(4) Any walls separating the demised premises from any neighbouring land
are party structures within the meaning of Section 38 of the Law of
Property ▇▇▇ ▇▇▇▇ and are to be maintained at the equally shared
expense of the Tenant and the owner or occupier of the adjoining
premises
(5) Except where any Act of Parliament prohibits or modifies the right
to compensation being excluded or reduced by agreement neither the
Tenant nor any undertenant (whether immediate or derivative) shall
be entitled on quitting the demised premises or any part thereof to
claim any compensation from the Landlord under the Landlord and
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or any other Act of Parliament whether enacted
before or after the date hereof
(6) In case the demised premises or any part thereof shall at any time
be destroyed or damaged by the insured risks so as to be unfit for
occupation or use then (unless the insurance of the demised premises
shall have been forfeited or vitiated by the act or default of the
Tenant) the occupation rents hereby reserved or a fair and just
proportion thereof according to the nature and extent of the damage
sustained shall for a period from the date of such destruction or
damage as aforesaid until the premises shall have been rebuilt and
reinstated and made fit for occupation or use or for a period of
three years (or such longer period as the Landlord shall have
insured loss of rent) from the date of such destruction or damage as
aforesaid whichever period shall be the shorter be suspended and
cease to be payable
(7) The provisions of Section 196 of the Law of Property Act 1925 (as
amended) shall be deemed to be incorporated herein
(8) No demand for or acceptance of rent by the Landlord or his agent
with knowledge of a breach of any of the covenants on the part of
the Tenant
-19-
contained in these presents or demand for or acceptance of rent by
the Landlord or his agent from any person or body other than the
Tenant shall be or be deemed to be a waiver wholly or partially of
any such breach but any such breach shall be deemed to be a
continuing breach of covenant and the Tenant and any person or body
taking any estate or interest under or through the Tenant shall not
be entitled to set up any such demand for or acceptance of rent by
the Landlord or his agent as a defence in any action for forfeiture
or otherwise Provided however that this provision shall have effect
in relation only to a demand for or acceptance of rent during such
period as may be reasonable for enabling the parties hereto to carry
on negotiations for remedying the said breach once the Landlord or
his agent has received knowledge thereof
(9) The Landlord shall at no time become liable to the Tenant for any
loss damage or expense sustained by the Tenant by or through any
defect decay inadequacy want of repair or decoration or otherwise in
the Estate or any part thereof or in the Common Areas or Services or
in or arising from the choking bursting stoppage or failure of any
water supply waste or other conducting media or otherwise or for any
loss damage or expense caused to the Tenant through any act or
omission of the proprietors tenants or occupiers of any adjoining or
neighbouring properties save in the case of the Landlord's
negligence
(10) Any property left in the demised premises by the Tenant after the
termination date of this Lease (except by arrangement with the
Landlord) may be sold by the Landlord at any time following the
expiration of a notice sent by the Landlord to the Tenant at the
last known address of the Tenant requiring the Tenant to remove such
property within seven days and such proceeds of sale shall belong to
the Landlord absolutely
(11) Any action or proceedings in any way arising out of or with
reference to these presents or the demised premises shall be
instituted in England and the Tenant and Guarantor (if any) agree to
submit to the jurisdiction of the High Court of Justice in England
6. IF the Tenant shall desire to determine this Lease on the expiration of a
period of three years from the date hereof and shall give to the Landlord
not less than six months prior notice in writing of such its desire and
shall up to the time of such determination pay the rent and substantially
observe and perform the covenants on its part in these presents
contained then immediately upon the expiry of such period of three years
the term hereby granted shall thereupon cease without prejudice to the
remedies of either party hereto against the other in respect of
-20-
any antecedent claim or breach of covenant PROVIDED THAT any obligation on
the part of the Tenant (which in the absence of this Clause would require
to be performed by the Tenant at the expiry of the term hereby granted)
shall be equally enforceable by the Landlord on the early determination of
the term pursuant to the provisions of this Clause
I N W I T N E S S whereof the parties hereto have caused this Lease to be duly
executed as a Deed the day and year first before written
THE FIRST SCHEDULE before referred to
Particulars of the demised premises
ALL THAT the land and car parking spaces shown and edged red on the Plan known
as Falcon ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
(Property Reference 21/111/0700.02)
THE SECOND SCHEDULE before referred to
Easements and other rights included in the demise
(1) Full right and liberty for the Tenant its servants and licensees in common
with the Landlord and all other persons having the like right with or
without vehicles at all times for all purposes connected with the
permitted use of the demised premises but not for any other purpose to
pass and ▇▇▇▇▇▇ over and along the Estate roads and other common parts as
appropriate
(2) Full and free right of passage and running of water and soil gas and
electricity or other services or supplies to and from the demised premises
through all conducting media serving the demised premises which are now or
may hereafter pass in under or along the adjoining or neighbouring land of
the Landlord
(3) The right at convenient times and upon reasonable prior notice (except in
emergency) to enter any adjoining premises belonging to the Landlord for
the purposes of inspecting and executing repairs to or upon the demised
premises that would not otherwise be practicable subject to the Tenant
causing as little damage and inconvenience as possible and making good all
damage caused forthwith
(4) Full right and liberty for the Tenant its servants and licensees in common
with the Landlord and all other persons having the like right on foot only
at all times for all purposes connected with the permitted use of the
demised premises but not or the purposes of storage or for any other
purpose to pass and ▇▇▇▇▇▇ over and along the atrium adjacent to the
demised premises provided that the Tenant shall in the exercise of this
right not interfere with or affect the use of the said atrium by the
Landlord or any other persons having the like right
(5) Full right and liberty for the Tenant its servants and licensees in common
with the Landlord and all other persons having the like right on foot only
at all times for
-21-
all purposes connected with the use of the demised premises but not for
any other purpose to pass and ▇▇▇▇▇▇ over and along the bin enclosure
shown on the Plan provided that the Tenant shall in the exercise of this
right not interfere with or affect the use of the said bin enclosure by
the Landlord or any other persons having the like right
THE THIRD SCHEDULE before referred to
Exceptions and Reservations out of the demise
(1) Unto the Landlord the right to erect hereafter or to consent to any person
erecting a new building or to alter any building for the time being on any
land adjoining neighbouring or opposite to the demised premises
notwithstanding that such alterations or erection may diminish the access
of light and air enjoyed by the demised premises and the right to deal
with any property adjoining opposite or near to the said building as it
may think fit
(2) Unto the Landlord its servants agents and licensees at all reasonable
times so far as may be necessary or desirable with or without workmen the
right on giving reasonable notice (except in emergency) to the Tenant to
enter and remain upon the demised premises with all necessary tools
appliances and materials (making good all damage occasioned thereby to the
demised premises) for the purposes of
(2.1) inspecting the condition and state of repair thereof
(2.2) carrying out any works (whether of repair or otherwise) for which
the Landlord or the Tenant is liable hereunder and
(2.3) repairing altering or rebuilding any adjoining or contiguous
premises belonging to the Landlord and to cleanse empty and repair
any of the conducting media belonging to the same
(3) Unto the Landlord statutory undertakers and other the owners and occupiers
of the adjoining or neighbouring property the right of passage and running
of water and soil gas and electricity or other services or supplies from
and to such adjoining or neighbouring property through such of the
conducting media serving such adjoining and neighbouring property which
now are or may hereafter be in or under the demised premises and the right
to enter upon the demised premises for the purpose of inspecting repairing
renewing laying relaying cleansing maintaining and connecting up to any
such existing or future conducting media
Provided that in the exercise of the rights excepted and reserved by this Lease:
1. The Landlord shall on each occasion give reasonable prior written notice
of such entry to the Tenant (except in emergency) and shall proceed as
expeditiously as possible causing as little interference as possible to
the Tenant and the demised premises and shall make good all damage caused
forthwith
-22-
2. The Landlord shall not substantially interfere with or affect the quiet
enjoyment and use of the demised premises by the Tenant
THE FOURTH SCHEDULE before referred to
Documents which affect or relate to the demised premises
All matters contained or referred to in the Property and Charges Register of
Title Number MK 438649
THE FIFTH SCHEDULE before referred to
THE REGULATIONS
1. No permanent open storage shall be permitted on the demised premises
without the consent of the Landlord first being obtained in writing
2. No rubbish or waste materials paper wood or other combustible matter shall
be deposited outside the buildings on the demised premises or shall be
burnt on the demised premises except within boilers or incinerators
specifically designed for the purpose
3. No smoke or fumes or noxious smells shall be emitted from the demised
premises so as to cause (in the opinion of the Landlord or its Surveyor
acting reasonably) annoyance or interference with the proper enjoyment of
adjoining premises of the Landlord or its tenants or of the residences
adjoining or near the Estate
4. Tenants shall not use industrial machinery engines or equipment so as to
cause excessive noise or dust nuisance Any excess which (in the opinion of
the Landlord's Surveyor acting reasonably) is causing annoyance to
adjoining tenants of the Landlord or to the residential occupiers in the
vicinity shall be abated immediately upon notice
5. No vehicles cycles hand trucks or trailers shall be parked or left
unattended outside areas properly reserved for such parking or be allowed
to obstruct roadways into or on the demised premises or so as to prevent
ingress and egress of fire fighting equipment around the curtilage of a
building or buildings erected thereon
6. Tenants shall secure all buildings comprised in their demised premises by
locking all windows and doors therein outside normal working hours
7. Tenants shall provide facilities within the curtilage of their demised
premises for the keeping of refuse in proper receptacles readily
accessible for collection by the Public Cleansing Department of the local
authority or as regulated by that Department
8. Tenants shall not store inflammable materials explosive substances or
liquids except in proper containers or receptacles in accordance with
regulations enforceable by a competent authority and in any event not
abutting any boundary fences
-23-
[LOGO] ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
& Partners
SCHEDULE OF CONDITION
FOR THE PREMISES KNOWN AS
FALCON ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
-24-
[LOGO] ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
& Partners
SCHEDULE OF CONDITION ON FALCON ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇
--------------------------------------------------------------------------------
We hereby agree that the following Schedule of Condition is a true record of the
condition of the premises as at 28 January 1997.
In witness whereof we have set our hands this ________ day of _____ 1997
Signed
---------------------------------
For and on behalf of the Landlord
Witness:
Name: Address:
----------------------------- ------------------------
Occupation:
----------------------------- ------------------------
------------------------
Signed [illegible]
---------------------------------
For and on behalf of the Tenant
Witness: [illegible]
Name: ▇.▇. ▇▇▇▇▇▇ Address: ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------- ------------------------
Occupation: Chartered Surveyor London
----------------------------- ------------------------
WIX 3R8
------------------------
2
[LOGO] ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
& Partners
SCHEDULE OF CONDITION ON FALCON ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇
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PREAMBLES
1.0 This Schedule of Condition has been prepared independently by ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ & Partners to act as a record of the condition of the internal and
external parts of the premises known as Falcon ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇.
2.0 The schedule of photographs attached herein are deemed to form part of
this Schedule of Condition.
3.0 The Schedule was recorded on Wednesday 29th January 1997.
4.0 The partitioned rooms referred to in the text are indicated on the lease
plan.
5.0 Although the premises were vacant at the time of inspection, the presence
of floor coverings, suspended ceilings, storage, fittings, fixtures and
plant generally restricted the scope of the schedule.
6.0 It was not possible to record the condition of woodwork or other parts of
the premise which were covered unexposed or otherwise inaccessible. We are
therefore unable to record that such parts remain free from defect.
7.0 We were not able to record the condition of flues, ducts, voids or any
similarly enclosed areas. Access to which was not readily available at
the time of inspection. We are therefore unable to record that such areas
remain free from defect.
8.0 We were not able to carry out tests of electrical, mechanical, water,
drainage or other services and are unable to report that such parts remain
free from defect.
3
[LETTERHEAD OF ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & PARTNERS]
SCHEDULE OF CONDITION ON FALCON ▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
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GENERAL DESCRIPTION
Unless otherwise stated in the text, the following descriptions are applicable
to all elements to which this Schedule refers.
CEILINGS
There is a suspended ceiling throughout the first floor and the main lobby area,
toilet accommodation and reception area on the ground floor. This ceiling
comprises a 1,200 mm x 300 mm mineral fibre tile supported on a metal concealed
grid support system. Integral lighting consists of recessed fluorescent light
fittings with reflectant diffusers arranged on a modular basis. Warm air heating
is also provided via ductwork to metal grills incorporated within the suspended
ceiling.
INTERNAL WALLS, COLUMN'S & PARTITIONS
External envelope walls to the ground floor consist of part glazed curtain
▇▇▇▇▇▇▇ system comprising metal plastic coated sections and anti-sun glazing and
part painted blockwork panels.
External envelope walls to the first floor consist of part glazed curtain
▇▇▇▇▇▇▇ system comprising metal plastic coated sections and anti-sun glazing and
part plastered and emulsion painted blockwork panels in between.
The columns throughout the demised premises are plastered and emulsion painted.
Internal room partitions are formed from a proprietary stud work system
comprising vinyl covered plasterboard panels and glazed vision panels.
DOORS
The main internal doors comprise solid timber laminated doors with Georgian
wired glass vision panels generally in timber painted frames. All doors are
generally provided with stainless steel ironmongery, kick plates and overhead
door closers.
Internal doors to the individual offices generally comprise hollow timber
varnished doors and frames with stainless steel ironmongery.
The toilet doors comprise solid timber laminated doors in timber painted frames
with stainless steel ironmongery, kick plates and overhead door closers.
4
[LETTERHEAD OF ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & PARTNERS]
SCHEDULE OF CONDITION ON FALCON ▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
--------------------------------------------------------------------------------
The doors to the main external envelope comprise metal plastic coated doors with
fully glazed georgian wired panels.
FLOORS
The concrete floor to the ground floor of the demise is provided with a painted
finish to the north and south wing.
The reception area and main staircase lobby area is provided with quarry tiles
throughout.
The first floor of the demise is a solid concrete floor with under floor metal
bunking which has been covered throughout with a medium quality contract grade
carpet covering. A number of floor boxes have been provided to the open plan
office areas.
A new good quality broadloom carpet has been provided to the meeting room and
north west corner office on the first floor. A medium quality contract grade has
been provided to the staircase and landing area/corridor outside the toilets on
the first floor.
EXTERNAL WALLS
The external walls are a combination of cavity brickwork and blockwork panels
and sections of plastic coated metal frame curtain ▇▇▇▇▇▇▇.
ELECTRICAL ENGINEERING SERVICES
Fluorescent light fittings are generally provided throughout the ground and
first floor areas.
A fire alarm installation is provided with control panel adjacent the main
entrance door and with fire alarm bells and break glass points adjacent fire
exit doors.
Half height perimeter three compartment bunking is generally provided to the
external walls at first floor level.
MECHANICAL ENGINEERING SERVICES
Warm air ducted heating is provided to the first floor and part second floor
through grills incorporated within the suspended ceiling.
Hot air fan heaters arc provided to the ground floor storage areas.
5
[LETTERHEAD OF ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & PARTNERS]
SCHEDULE OF CONDITION ON FALCON ▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
--------------------------------------------------------------------------------
Radiators are provided to the perimeter of the building on the first floor and
in the main reception and lobby area at ground floor level.
6
[LETTERHEAD OF ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & PARTNERS]
SCHEDULE OF CONDITION ON FALCON ▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
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INTERNALLY
GROUND FLOOR
SOUTH WING
--------------------------------------------------------------------------------
LOCATION/ELEMENT CONDITION
--------------------------------------------------------------------------------
Ceiling Emulsion painted concrete soffit is in a good
decorative condition.
Painted steel frame is in good decorative
condition.
2 no. strips of fluorescent light fittings in
working order.
--------------------------------------------------------------------------------
Walls The curtain ▇▇▇▇▇▇▇ is generally in good condition
consistent with age.
The emulsion painted Clockwork walls are in good
decorative condition.
Emulsion painted columns are in good decorative
condition.
Painted timber skirtings are generally in good
decorative condition.
--------------------------------------------------------------------------------
Doors The main door leading from the lobby area to the
south wing is in reasonable condition and working
order.
The fire exit door on the south elevation is in
reasonable condition consistent with age and is in
working order.
The loading bay door is in reasonable condition.
--------------------------------------------------------------------------------
Floors Painted concrete floor is in reasonable decorative
condition. There are a number of minor shrinkages
to the concrete slab which generally follow the
lines of the individual bays.
There is an area of damp staining adjacent to the
loading bay doors and in the north west ▇▇▇▇▇ of
the area. The paint finish to the south west
corner is sightly rough in places.
--------------------------------------------------------------------------------
7
[LETTERHEAD OF ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & PARTNERS]
SCHEDULE OF CONDITION ON FALCON ▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
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NORTH WING
--------------------------------------------------------------------------------
LOCATION/ELEMENT CONDITION
--------------------------------------------------------------------------------
Ceiling Emulsion painted concrete soffit is in a good
decorative condition.
Painted steel frame is in good decorative
condition.
Fluorescent light fittings are in working order.
--------------------------------------------------------------------------------
Walls The curtain ▇▇▇▇▇▇▇ is generally in good condition
consistent with age.
The emulsion painted blockwork walls are in good
decorative condition.
Emulsion painted columns are in good decorative
condition.
Painted timber skirtings are generally in good
decorative condition.
--------------------------------------------------------------------------------
Doors The main door leading from the lobby area to the
north wing is in reasonable condition and working
order. There are 4 no. holes to the timber Same
where the overhead closer has been relocated.
There is a crack to the laminate from the vision
panel upwards on the lobby area side.
The fire exit door on the north elevation is in
reasonable condition consistent with age and is in
working order.
--------------------------------------------------------------------------------
Floors Painted concrete floor is in reasonable decorative
condition. There are a number of minor shrinkage
cracks to the concrete slab which generally
follows the lines of the individual bays.
--------------------------------------------------------------------------------
8
[LETTERHEAD OF ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & PARTNERS]
SCHEDULE OF CONDITION ON FALCON ▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
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FEMALE WC
--------------------------------------------------------------------------------
LOCATION/ELEMENT CONDITION
--------------------------------------------------------------------------------
Ceiling Suspended ceiling generally in reasonable
condition consistent with age.
2 no. surface mounted light fittings in working
order.
--------------------------------------------------------------------------------
Walls Emulsion painted walls in good condition.
Proprietary cubicle partitions in reasonable
condition, 1 no. hole in partition where metal ash
tray has been relocated.
--------------------------------------------------------------------------------
Doors The toilet door is generally in good condition and
in working order.
Painted timber frame is in good condition.
--------------------------------------------------------------------------------
Floors Tile flooring generally, in good condition and
consistent with age.
--------------------------------------------------------------------------------
Fittings 1 no. vitreous china wash hand basin in reasonable
condition consistent with age.
Proprietary sanity unit in reasonable condition.
Mirrored panel above in good condition.
--------------------------------------------------------------------------------
9
[LETTERHEAD OF ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & PARTNERS]
SCHEDULE OF CONDITION ON FALCON ▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
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MALE WC
--------------------------------------------------------------------------------
LOCATION/ELEMENT CONDITION
--------------------------------------------------------------------------------
Ceiling Suspended ceiling generally in reasonable
condition consistent with age.
2 no. light fittings in working order.
--------------------------------------------------------------------------------
Walls Emulsion painted walls in good condition.
Proprietary cubicle partitions in reasonable
condition.
--------------------------------------------------------------------------------
Doors The toilet door is generally in good condition and
in working order.
Painted timber frame is in good condition.
--------------------------------------------------------------------------------
Floors Tile flooring is generally in good condition and
consistent with age.
--------------------------------------------------------------------------------
Fittings 1 no. vitreous china wash hand basin in reasonable
condition consistent with age.
Proprietary vanity unit in reasonable condition.
Mirrored panel above in good condition.
--------------------------------------------------------------------------------
10
[LETTERHEAD OF ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & PARTNERS]
SCHEDULE OF CONDITION ON FALCON ▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
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STAIRCASE LOBBY
--------------------------------------------------------------------------------
LOCATION/ELEMENT CONDITION
--------------------------------------------------------------------------------
Ceiling Suspended ceiling is in reasonable condition
consistent with age.
Domed light fittings are in reasonable condition
but lightly soiled.
--------------------------------------------------------------------------------
Walls The curtain ▇▇▇▇▇▇▇ is generally in good condition
consistent with age.
Emulsion painted partitions are in good condition.
Plastic coated metal framed, georgian wired panel
partitions are in good condition.
Painted timber skirtings are in reasonable
decorative condition.
--------------------------------------------------------------------------------
Doors The main entrance door to the building is
generally in good condition consistent with age
and is in working order.
The two doors exiting from the staircase lobby
area are in good condition and in working order.
--------------------------------------------------------------------------------
Floors Quarry tiled flooring is in reasonable condition
consistent with age. There is an area of hollow
screed adjacent the female WC door which extends
to the male WC door.
Matting to the recessed matwell by the main
entrance door is heavily soiled and worn.
Carpet to the staircase treads and landing is new
and in good condition.
--------------------------------------------------------------------------------
Staircase Metal painted staircase and railings are in good
decorative condition.
--------------------------------------------------------------------------------
11
[LETTERHEAD OF ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & PARTNERS]
SCHEDULE OF CONDITION ON FALCON ▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
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RECEPTION AREA
--------------------------------------------------------------------------------
LOCATION/ELEMENT CONDITION
--------------------------------------------------------------------------------
Ceiling Suspended ceiling in a reasonable condition
consistent with age.
Fluorescent light fitting in working order.
Plaster board panels to the bulk head over the
partitioned office are loose and requite refixing.
--------------------------------------------------------------------------------
Walls The glazed curtain ▇▇▇▇▇▇▇ is generally in good
condition consistent with age.
Vinyl covering to the partitioned walls is
generally marked with minor stains and is poorly
hung.
Emulsion painted walls are in reasonable
decorative condition.
--------------------------------------------------------------------------------
Doors Timber varnished door is in reasonable decorative
condition.
--------------------------------------------------------------------------------
Floors Quarry floor tiling in a reasonable condition
consistent with age.
--------------------------------------------------------------------------------
FIRST FLOOR
KITCHEN
--------------------------------------------------------------------------------
LOCATION/ELEMENT CONDITION
--------------------------------------------------------------------------------
Ceiling Suspended ceiling is in reasonable condition
consistent with age.
1 no. fluorescent light fitting is in working
order.
--------------------------------------------------------------------------------
Walls Emulsion painted walls are in reasonable
decorative condition.
Glazed curtain ▇▇▇▇▇▇▇ is in a reasonable
condition consistent with age.
Painted timber skirtings are in reasonable
decorative condition.
--------------------------------------------------------------------------------
Doors Main internal door to the kitchen is in reasonable
condition and in working order.
--------------------------------------------------------------------------------
12
[LETTERHEAD OF ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & PARTNERS]
SCHEDULE OF CONDITION ON FALCON ▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
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--------------------------------------------------------------------------------
Floors The floor tiling is in reasonable condition.
--------------------------------------------------------------------------------
Fittings Sink/drainer unit top is heavily stained.
Base unit to sink is in poor condition with
defective hinges to the cupboard doors and timber
requires restaining.
Formica work top is in reasonable condition.
--------------------------------------------------------------------------------
SOUTH WING
--------------------------------------------------------------------------------
LOCATION/ELEMENT CONDITION
--------------------------------------------------------------------------------
Ceiling Generally in a reasonable condition consistent
with age.
Fluorescent tube light fittings generally in
working order.
Metal extract grills are lightly soiled.
--------------------------------------------------------------------------------
Walls Glazed curtain ▇▇▇▇▇▇▇ is generally in a good
condition consistent with age.
Emulsion painted walls are in a reasonable
decorative condition.
Vinyl wall coverings to the partitions are in a
reasonable condition.
2 no. holes to the partitioned walls between the
first two offices on the atrium elevation.
Painted timber skirtings are in reasonable
decorative condition.
--------------------------------------------------------------------------------
Doors The main entrance door to the south wing is
generally in good condition consistent with age.
Fire exit door on the south elevation is in
reasonable condition and in working order,
although there is a gap between the bottom of the
door and the threshold.
Timber varnished office doors to the partitioned
offices are in fair condition and-working order,
although slightly scuffed and scratched in areas.
--------------------------------------------------------------------------------
13
[LETTERHEAD OF ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & PARTNERS]
SCHEDULE OF CONDITION ON FALCON ▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Floors Generally the carpet is old and in a poor
condition throughout, with numerous areas of
staining.
A number of floor box lids are damaged with
defective hinges and a number of plastic caps are
missing.
--------------------------------------------------------------------------------
NORTH WING
--------------------------------------------------------------------------------
LOCATION/ELEMENT CONDITION
--------------------------------------------------------------------------------
Ceiling Generally in a condition consistent with age.
Metal extract grills are lightly soiled.
--------------------------------------------------------------------------------
Walls Glazed curtain ▇▇▇▇▇▇▇ is generally in a good
condition consistent with age.
Emulsion painted walls are in reasonable
decorative condition.
Vinyl wall coverings to the partitions are in a
fair condition but there are areas of
soiled/stained paper.
--------------------------------------------------------------------------------
Doors The main entrance door to the north wing is
generally in good condition consistent with age.
Fire exit door on the north elevation is in
reasonable condition and in working order.
Timber varnished office doors are in fair
condition and working order, although slightly
scuffed and scratched in areas.
--------------------------------------------------------------------------------
14
[LETTERHEAD OF ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & PARTNERS]
SCHEDULE OF CONDITION ON FALCON ▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
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--------------------------------------------------------------------------------
Floors Generally the carpet is in a poor condition
throughout, with numerous areas of staining.
The broadloom carpet to the main meeting room and
office in the north west corner is new and in good
condition.
A number of floor box lids to the open plan office
area are damaged with defective hinges and a
number of plastic caps are missing.
--------------------------------------------------------------------------------
15
[LETTERHEAD OF ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & PARTNERS]
SCHEDULE OF CONDITION ON FALCON ▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
--------------------------------------------------------------------------------
FEMALE WC
--------------------------------------------------------------------------------
LOCATION/ELEMENT CONDITION
--------------------------------------------------------------------------------
Ceiling Suspended ceiling generally in reasonable
condition consistent with age.
Light fittings in working order.
Fluorescent light fitting above grill over wash
hand basin is in working order.
--------------------------------------------------------------------------------
Walls Emulsion painted walls in good condition.
Proprietary cubicle partitions in reasonable
condition.
--------------------------------------------------------------------------------
Doors The toilet door is generally in good condition and
in working order.
Painted timber frame is in good condition.
--------------------------------------------------------------------------------
Floors Tile flooring generally in good condition and
consistent with age.
--------------------------------------------------------------------------------
Fittings 2 no. vitreous china wash hand basin in reasonable
condition consistent with age.
Proprietary vanity unit in reasonable condition.
2no. holes in unit where original water heater was
fixed.
Mirrored panel above in good condition.
--------------------------------------------------------------------------------
MALE WC
--------------------------------------------------------------------------------
LOCATION/ELEMENT CONDITION
--------------------------------------------------------------------------------
Ceiling Suspended ceiling generally in reasonable
condition consistent with age.
Light fittings in working order.
Fluorescent light fitting above grill over wash
hand basin is in working order.
--------------------------------------------------------------------------------
Walls Emulsion painted walls in good condition.
Proprietary cubicle partitions in reasonable
condition.
--------------------------------------------------------------------------------
Doors The toilet door is generally in good condition and
in working order.
Painted timber frame is in good condition.
--------------------------------------------------------------------------------
16
[LETTERHEAD OF ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & PARTNERS]
SCHEDULE OF CONDITION ON FALCON ▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Floors Tile flooring generally in good condition and
consistent with age.
--------------------------------------------------------------------------------
Fittings 2 no. vitreous china wash hand basin in reasonable
condition consistent with age.
Proprietary vanity unit in reasonable condition.
2no. holes in unit where original water heater
fixed.
Mirrored panel above in good condition.
--------------------------------------------------------------------------------
17
[LETTERHEAD OF ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & PARTNERS]
SCHEDULE OF CONDITION ON FALCON ▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
--------------------------------------------------------------------------------
EXTERNALLY
--------------------------------------------------------------------------------
LOCATION/ELEMENT CONDITION
--------------------------------------------------------------------------------
Roofs Proprietary roof cladding generally in reasonable
condition consistent with age.
Box gutters are lined and in fair condition.
--------------------------------------------------------------------------------
Walls Facing brickwork is generally in good condition.
Areas of previous repairs to the brickwork; is
evident to the west and south elevations.
Small area of damaged brickwork adjacent to the
fire exit door to the north elevation.
2 no. paint marks to brickwork on west elevation.
Junction of glazed curtain ▇▇▇▇▇▇▇ on south west
corner is chipped/damaged.
--------------------------------------------------------------------------------
Doors Loading bay door is in reasonabale condition.
--------------------------------------------------------------------------------
Fire Escape Staircase Staircase is painted and is in reasonable
decorative condition although there are areas of
flaking paintwork and ▇▇▇▇ growth.
--------------------------------------------------------------------------------
18
[LETTERHEAD OF ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & PARTNERS]
SCHEDULE OF CONDITION ON FALCON ▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
--------------------------------------------------------------------------------
ELECTRICAL ENGINEERING SERVICES
--------------------------------------------------------------------------------
LOCATION/ELEMENT CONDITION
--------------------------------------------------------------------------------
Light Fittings Generally in working order.
--------------------------------------------------------------------------------
Fire Alarm Appears to be in working order.
--------------------------------------------------------------------------------
Electrical Installation Appears to be in working order.
--------------------------------------------------------------------------------
MECHANICAL ENGINEERING SERVICES
--------------------------------------------------------------------------------
LOCATION/ELEMENT CONDITION
--------------------------------------------------------------------------------
Heating Appears to be in working order.
--------------------------------------------------------------------------------
19
9. No trade effluent shall be permitted to enter the surface water or foul
drains on the demised premises
10. Tenants shall provide and regularly maintain suitable fire fighting
equipment to the reasonable satisfaction of the Landlord or its Surveyor
and have at all times a valid Fire Certificate
11. The demised premises shall at no time be used for the manufacture storage
or sale of wine beer spirits or intoxicating liquors
THE COMMON SEAL of REAL )
ESTATE AND COMMERCIAL )
TRUST LIMITED was hereunto )
affixed in the presence of:-)
[LOGO]
/s/ [ILLEGIBLE}
Director
/s/ [ILLEGIBLE}
Secretary
