EXHIBIT 10.11
L E A S E dated and delivered 1994
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BETWEEN the Landlord and the Tenant and (if any) the Guarantor named in the
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Particulars hereunder
WITNESSES as follows: -
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1. PARTICULARS
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1.1 Landlord: UNIVERSITIES SUPERANNUATION SCHEME
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LIMITED whose registered office is at
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Xxxxxxxx Xxxxx Xxxxxxx Xxxxx Xxxxxxxxx X0
0XX
1.2 Tenant: ADVANCED TELECOMMUNICATIONS MODULES
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LIMITED (company number England) whose
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registered office is at Home Farm
Fowlmere Xxxx Xxxxxx near Xxxxxxx Herts
SG8 8PZ
1.3 Guarantor: None
1.4 Premises: the premises shortly known as part ground
floor Xxxxx Xxxxxxxx Xxxxx Xxxxxxxxxx
Xxxx Xxxxxxxxx
1.5 Term: 10 years from and including 17th January
1994
1.6 Rent Commencement Date: 8th February 1994
1.7 Initial Rent: Twenty two thousand pounds
((Pounds)22,000) per annum (exclusive of
VAT)
-----------------------1.8 17th January in the year 1999
1.9 Permitted Use: use of the Premises as offices within
Class B1 of the Schedule to the Town and
Country Planning (Use Classes) Order 1987
(notwithstanding any amendment or
revocation of such Order whenever made)
2.1.29 "VAT" means value added tax or any tax of a similar nature that
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may be substituted for it or levied in addition to it
2.2 In this Lease unless there be something in the subject or context
inconsistent therewith:
2.2.1 Where the expressions "the Tenant" or "the Guarantor" (if any)
include two or more persons they shall include the plural number
and obligations expressed or implied to be made by or with any of
such persons shall be deemed to be made by or with such persons
jointly and severally
2.2.2 Any covenant by the Tenant not to do or omit to do an act or
thing shall be deemed to include an obligation not to permit or
suffer such act or thing to be done or omitted to be done as the
case may be
2.2.3 Any reference to parting with possession shall be deemed to
include sharing possession and any occupation whatsoever by a
licensee
2.2.4 Any reference in this Lease to the Landlord's consent shall
include where necessary the consent of both the Landlord and all
superior landlords (if any)
2.2.5 Any reference to a right exercisable by the Landlord shall
include where necessary the exercise of such right by all
superior landlords (if any) and all persons authorized by the
Landlord or any superior landlord
2.2.6 Any reference to a statute shall include any statutory extension
or modification or re-enactment of such statute and any order
instrument plan regulation permission or direction made or issued
thereunder or deriving validity therefrom
2.2.7 Words importing the singular meaning shall include the plural
meaning and vice versa and words importing the masculine feminine
and neuter genders shall include the other or others of such
genders
2.2.8 The clause and paragraph headings and the index are for
convenience only and shall not affect the construction of this
Lease
2.2.9 For the avoidance of any doubt expressions used in the
Particulars shall have the same meanings when used elsewhere in
this Lease
2.2.10 Any reference to a clause subclause paragraph or schedule shall
be a reference to the clause subclause or paragraph of or
schedule to this Lease so numbered
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3. DEMISE, RENT, RENT REVIEW AND BREAK
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3.1 In consideration of the rents hereinafter reserved and of the
covenants and conditions hereinafter contained the Landlord HEREBY
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DEMISES unto the Tenant ALL THAT the Premises TOGETHER WITH so far as
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the Landlord can grant the same the rights (if any) contained or
referred to in Part 2 of Schedule 1 EXCEPT AND RESERVING as provided
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in Part 3 thereof TO HOLD the same SUBJECT to and (insofar as the
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Landlord has the power to grant the same) with the benefit of the
provisions contained or referred to in the documents (if any) referred
to in Part 4 of that Schedule unto the Tenant for the Term YIELDING
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AND PAYING therefor unto the Landlord yearly during the Term and so in
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proportion for any less period than a year without any deduction FIRST
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the clear yearly rent (exclusive of VAT) ascertained in accordance
with Clause 3.2 such rent (if the Landlord so requires) to be paid by
banker's standing order direct debit or other accepted means for the
transmission of money which the Landlord may from time to time
reasonably nominate by equal quarterly payments in advance on the four
Rent Days in every year the first payment (for the period beginning on
the Rent commencement Date and ending on the day preceding the next
succeeding Rent Day and calculated by multiplying the said yearly rent
by the fraction of which the numerator is the number of days between
those dates (both included) and the denominator is 365) to be made on
the date hereof SECONDLY by way of additional rent all such monies as
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shall become payable in accordance with Clause 4.3 THIRDLY by way of
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additional rent all such monies as shall become payable in accordance
with Clause 4.1 and Schedule 2 FOURTHLY by way of additional rent on
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demand all such monies as shall become payable in accordance with
Clause 6.2.1 and FIFTHLY by way of additional rent all other amounts
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(including VAT) payable to the Landlord under this Lease
3.2 The yearly rent referred to in Clause 3.1 shall be ascertained as
follows:
3.2.1 (a) In respect of the first year of the Term such yearly
rent shall be the Initial Rent
(b) In respect of the second year of the Term such yearly
rent shall be Thirty three thousand pounds
((Pounds)33,000) per annum
(c) In respect of the third year of the Term such yearly
rent shall be Fifty thousand pounds ((Pounds)50,000)
per annum
(d) Thereafter until the Review Date such yearly rent shall
be Sixty eight thousand one hundred and fifty pounds
((Pounds)68,150) per annum
3.2.2 From and including the Review Date such yearly rent shall be
a rent equal to the rent previously payable hereunder
immediately prior to that
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Review Date or such revised rent ("Revised Rent") as may be
ascertained as hereinafter provided whichever be the greater
3.2.3 The Revised Rent payable from the Review Date may be agreed
at any time between the Landlord and the Tenant or (in the
absence of agreement) determined not earlier than the Review
Date at the option of the Landlord either by an arbitrator
or by an independent valuer (acting as an expert and not as
an arbitrator) such arbitrator or valuer to be a partner in
a principal firm of Chartered Surveyors who is experienced
in the Testing and valuation of premises comparable with the
Premises and to be nominated in the absence of agreement by
or on behalf of the President for the time being of the
Royal Institution of Chartered Surveyors on the application
of the Landlord or the Tenant made not earlier than six
months before the Review Date and so that in the case of
such arbitration or valuation the Revised Rent to be awarded
or determined by the arbitrator or valuer shall be such as
he shall decide should be the Open Market Rent at the Review
Date
3.2.4 For the purposes of this Clause 3.2 "Open Market Rent" means
the test yearly rent (exclusive of any VAT chargeable
thereon) at which the Premises might reasonably be expected
to be let on the Review Date in the open market by a willing
landlord to a willing tenant (which shall include the
Tenant) with vacant possession and without payment of a fine
or premium for a term commencing on the Review Date equal to
the then unexpired residue of the Term or ten years
(whichever shall be the longer) and in all other respects on
the terms and conditions of this Lease (other than the
amount of rent but including the provisions for rent review
at five yearly intervals) assuming (if not facts):
(a) that the Premises are than in existence are ready, fit
and available for immediate occupation and use fitted
out to the requirements of the willing tenant and ready
to trade and that if the Premises or any part thereof
shall have been destroyed or damaged the same have or
has been fully restored
(b) that rent commences to be payable on the Review Date
and that at such date the willing tenant has already
enjoyed the benefit of any rent free period or other
rental concession or incentive which on a new letting
with vacant possession might be granted to an incoming
tenant in respect of the carrying out by such incoming
tenant of fitting cut works to the Premises
(c) that the covenants herein contained on the part of the
Landlord and the Tenant have been fully performed and
observed
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(d) that no work has been carried out to the Premises
whether by the Tenant or any other person which has
reduced the lettable floor area of the Premises or has
otherwise diminished the rental value of the Premises
there being disregarded:
(e) the fact that the Tenant its sub-tenants or their
respective predecessors in title have been in
occupation of the Premises
(f) any goodwill attached to the Premises by reason of the
carrying on thereat of the business of the Tenant its
subtenants or their respective predecessors in title
(g) any effect on the rental value of the Premises
attributable to the existence at the Review Date of any
improvement to the Premises or any part thereof carried
out with consent where required otherwise than in
pursuance of an obligation to the Landlord or its
predecessors in title by and at the sole cost of the
Tenant its sub-tenants or their respective predecessors
in title during the term or during any period of
occupation prior thereto arising out of an agreement to
grant the Term being an improvement which is completed
not more than 10 years before the Review Date
(h) any effect on rental value of any obligation of the
Tenant to remove alterations or to restore or reinstate
the Premises
3.2.5 In case the Revised Rent is determined by arbitration the
arbitration shall be conducted in accordance with the
Arbitration Acts 1950 to 1979 or any statutory modification
or re-enactment thereof for the time being in force and it
is the intention of the parties that the arbitrator
appointed shall make a reasoned award
3.2.6 In case the Revised Rent is determined by a valuer as
aforesaid:
(a) the fees and expenses of the valuer including the cost
of his appointment shall be borne as the valuer shall
direct
(b) the valuer shall afford to each of the parties hereto
an opportunity to make representations in writing to
him and
(c) If the valuer shall die delay or become unwilling or
incapable of acting or if for any other reason the
President for the time being of the Royal Institute of
Chartered Surveyors or the person acting on his behalf
shall in his absolute discretion think fit he may by
writing discharge the valuer and appoint another in his
place
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3.2.7 When the amount of any rent to be ascertained as
hereinbefore provided shall have been so ascertained
memoranda thereof shall thereupon be signed by or on behalf
of the Landlord the Tenant and any Guarantor and annexed to
this Lease and the counterpart thereof
3.2.8 If the Revised Rent payable on and from the Review Date has
not been agreed by the Review Date rent shall continue to be
payable at the rate previously payable and forthwith upon
the Revised Rent being ascertained the Tenant shall
forthwith pay to the Landlord any additional amount payable
for the period commencing on the Review Date and ending on
the Rent Day immediately following such ascertainment
together with interest thereon at the rate four per cent
below the Stipulated Rate from the Review Date until actual
payment and for this purpose the Revised Rent shall be
deemed to have been ascertained on the date when the sane
has been agreed between the parties or as the case may be
the date of the award of the arbitrator or of the
determination by the valuer
3.2.9 If at the Review Date by reason or in consequence of any
legislation for the time being in force it shall not be
possible to review the rent payable hereunder in accordance
with the terms of this Lease or there shall be some
restriction on the right of the Landlord to demand or to
accept payment of the full amount of the rent for the time
being payable under this Lease then on each occasion that
such legislation is revoked relaxed or modified the Landlord
shall be entitled to give to the Tenant written notice
calling for a review of the rent payable hereunder as from
the date of service of such notice on the Tenant (or such
later date as may be specified therein) in the manner herein
before provided for and the provisions of this Clause 3.2
shall apply (mutatis mutandis) as if the date of service of
such notice on the Tenant (or such later date as may be
specified therein) is a Review Date hereunder save that the
Revised Rent shall be assessed as at the original Review
Date
3.2.10 For the avoidance of any doubt
(a) time shall not be of the essence for the purposes of
this Clause 3.2 and
(b) under no circumstances shall the rent payable from and
including the Review Date be less than the rent payable
hereunder immediately prior to such Review Date there
being disregarded for this purpose any such legislation
or restriction as is referred to in Clause 3.2.9 in
force at the Review Date
3.3 The Tenant (here meaning Advanced Telecommunications Modules Limited
only) shall be entitled to determine this Lease by not less than six
months notice in
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writing to the Landlord expiring at the end of the fifth year of the
Term (as to which time shall be of the essence) and provided that the
Tenant shall duly pay all monies due to the Landlord under this Lease
and otherwise observe and perform the covenants on the part of the
Tenant herein contained then this Lease shall forthwith cease and
determine on the expiry of such notice but without prejudice to any
right or remedy of either party in respect of any antecedent breach by
the other of the terms of this Lease
4. TENANT'S COVENANTS
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The Tenant for itself and its successors in title and assigns to the intent
that the obligations shall continue throughout the Term HEREBY COVENANTS with
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the Landlord as follows:
4.1 Rent To pay the several rents reserved by this Lease at the times and
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in manner aforesaid together with any interim rent or rents at any
time agreed or ordered without any deductions and not to exercise or
seek to exercise any right or claim to withhold rent or any right or
claim to legal or equitable set off
4.2 Outgoings
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4.2.1 To bear pay and discharge and indemnify the Landlord against
all existing and future rates, taxes, duties, levies,
charges, assessments, impositions and outgoings whatsoever
whether parliamentary, parochial, local or of any other
description and whether or not of a capital or non-recurring
nature which are now or may at any time hereafter during the
Term be charged, levied, assessed or imposed upon or payable
in respect of the Premises or any part thereof or upon any
owner or occupier or other person interested in respect
thereof except only taxation (other than VAT) assessed upon
the Landlord in respect of its revenue derived from its
reversionary interest in the Premises or any dealing by it
therewith
4.2.2 If the Landlord shall suffer any loss of rating relief which
may be applicable to empty premises after the end of the
Term by reason of such relief being allowed to the Tenant in
respect of any period before the end of the Term to make
good such loss to the Landlord
4.2.3 To be solely responsible for and promptly to pay all costs
and charges for water, gas, electricity, telephone and any
other services used or consumed in the Premises including
all meter rents and standing charges but so that the
Landlord shall not be responsible for any interruption or
failure in the supply of any such services
4.3 Interest on arrears. If and whenever the Tenant shall fail to pay the
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rents or any other monies due under this Lease within 14 days of the
due date (whether formally demanded or not) or the Landlord shall with
good reason refuse to accept
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the same then (without prejudice to any other right or remedy of the
Landlord including the right of re-entry hereinafter contained) the
Tenant shall pay to the Landlord (whether formally demanded or not)
interest at the Stipulated Rate on such rents or other monies as the
case may be from the date when the same became due until payment
thereof (as well after as before judgment)
4.4 Service Charge
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4.4.1 To pay to the Landlord the Service Charge in accordance with
Schedule 2
4.4.2 Insofar as the same are not recoverable by the Landlord by
way of the Service Charge to contribute and to pay to the
Landlord a rateable or due proportion according to floor
area of the costs and expenses of repairing, maintaining,
rebuilding and cleansing all ways roads, pavements, sewers,
drains, pipes, wires, gutters, watercourses, party walls,
structures fences or other conveniences which shall belong
to or be used by the Premises in common with any adjoining
or neighboring premises such proportion in case of
difference to be determined by the Landlord's Surveyor for
the time being whose decision shall be final and binding on
the parties hereto
4.5 Repairs
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4.5.1 At all times during the Term to keep and maintain the
Premises in good and substantial repair and condition and so
that the Tenant's liability shall not be limited by the age
or state thereof or by whether the same results from normal
wear and tear deterioration or otherwise (damage by the
Insured Risks excepted save to the extent that payment of my
insurance monies be withheld by reason of or arising out of
any act omission neglect or default of the Tenant or any
sub-tenant or their respective servants, agents, licensees
or invitees)
4.5.2 To keep in good and safe repair all Conduits exclusively
serving the Premises and to Indemnify the Landlord against
all liability howsoever arising from any failure to repair
or the misuse or overloading of any Conduits serving the
Premises
4.5.3 To maintain in good and serviceable repair and condition the
Landlord's fixtures and fittings and all plant machinery and
equipment in or upon and exclusively serving the Premises
and to replace such of them as may become worn out, lost,
unfit for use, or destroyed by substituting others of a like
or more modern nature and of good quality and if the
Landlord shall at any time so require to enter into
agreements upon terms first approved in writing by the
Landlord with the manufacturers thereof or
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with approved maintenance contractors for the regular
inspection and servicing of the same
4.5.4 To remedy any breach for covenant and to repair and make
good all defects, decays and wants of repair in respect of
the Premises of which notice in writing shall be given by
the Landlord to the Tenant and for which the Tenant may be
liable hereunder within one calendar month after the giving
of such notice provided that in the case of default by the
Tenant it shall be lawful for (but not obligatory upon) the
Landlord (but without prejudice to the right of re-entry
hereinafter contained or other rights of the Landlord with
regard thereto) to enter upon the Premises and remedy the
breach and/or make good such defects, decays and wants of
repair and the cost thereof and all expenses (including
Surveyors' and other professional fees) together with
interest thereon at the Stipulated Rate from the date of
expenditure by the Landlord until payment by the Tenant as
well after as before judgment shall be a debt due from the
Tenant to the Landlord and be forthwith recoverable by
action
4.5.5 To keep the Premises clean and in a neat and tidy condition
and keep all rubbish and waste in enclosed receptacles on
the Premises or where the Landlord directs and to empty the
same at least once a week
4.5.6 To clean as often as may be requisite the inside of the
window panes and frames of the Premises
4.5.7 To maintain any trees shrubs and landscaped areas on the
Premises
4.6 Decoration. In every fifth year of the Term and also in the last
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three months thereof howsoever determined and in such last three
months in a tint or colour to be approved by the Landlord's Surveyor
to Decorate the inside of the Premises
4.7 Alterations
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4.7.1 Not to cut injure maim remove or alter the Structure or any
part thereof nor to merge the Premises with any adjoining
premises
4.7.2 Not to make any alteration or addition (whether structural
or non-structural) to the exterior of the Premises or to the
external appearance of the Premises
4.7.3 Not to make or carry out any internal non-structural
alteration or addition whatsoever of in or to the Premises
except
(a) with the prior written consent of the Landlord (which
shall not be unreasonably withheld or delayed)
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(b) subject to such terms and conditions (including
provision for reinstatement at the Tenant's cost on the
expiration or sooner determination of the Term) as the
Landlord may require
(c) in accordance with drawings and specifications
previously submitted in triplicate to and approved in
writing by or on behalf of the Landlord (such approval
not to be unreasonably withheld or delayed) and
(d) after having obtained and supplied to the Landlord
copies of all requisite consents licenses and
permissions for the carrying out of such works from any
local public or other authority or body and after the
Landlord shall have notified the Tenant in writing that
the same are satisfactory to it (such notification not
to be unreasonably withheld or delayed)
4.7.4 Not to make or carry out any alteration addition or
extension to any of the Conduits within and exclusively
serving the Premises except with the prior written consent
of the Landlord (which shall not be unreasonably withheld or
delayed) and in accordance with the relevant codes of
practice of the statutory undertaker concerned and to supply
to the Landlord upon request an adequate drawing or drawings
showing the actual position of all Conduits within the
Premises installed amended or extended by the Tenant
4.7.5 In the event of the Tenant failing to observe this covenant
it shall be lawful for the Landlord and its agents or
surveyors with or without workmen and others and all person
authorised by the Landlord with any necessary materials and
appliances to enter upon the Premises and remove any
alterations or additions and execute such works as may be
necessary to restore the Premises to their former state and
the cost thereof and all expenses (including surveyor's and
other professional fees) together with interest thereon at
the Stipulated Rate from the date of expenditure by the
Landlord until payment by the Tenant as well after as before
judgment shall be a debt due from the Tenant to the Landlord
and be forthwith recoverable by action
4.8 Entry. To permit the Landlord and its agents and all person
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authorised by them with or without workmen and appliances at all
reasonable times on at least 24 hours prior notice (except in
emergency) to enter the Premises
4.8.1 to examine the state of repair and condition thereof
4.8.2 to check and take inventories of the Landlord's fixtures and
fittings and the plant machinery and equipment therein
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4.8.3 to repair and maintain the Premises
4.8.4 to repair and maintain or execute any work upon the Building
or any part thereof or any Landlord's fixtures and fittings
or the Apparatus therein (including the installation of
additional or the extension of existing plant machinery
equipment services utilities and systems) or to cleanse
empty repair or renew any Conduits or for the provision of
any of the Services referred to in Schedule 2 all physical
damage occasioned thereby to the Premises being made good as
soon as reasonably possible
4.8.5 to gain access to the Retained Parts or the Apparatus
4.8.6 for any other purpose (including measurement for rent
review) connected with the interest of the Landlord in the
Building or any dealing therewith or
4.8.7 to exercise the rights herein excepted and reserved
4.9 Use
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4.9.1 Subject always to Clauses 4.9.2 to 4.9.11 (inclusive) not to
use the Premises otherwise than for the Permitted Use and in
accordance with the requirements and conditions of any
planning permission authorising such use from time to time
4.9.2 Not to do on the Premises anything which may be illegal or
immoral or a nuisance or annoyance or cause danger or injury
or damage to the Landlord or any tenant or any neighbouring
owner or occupier and to pay all costs charges and expenses
reasonably incurred by the Landlord in abating a nuisance
and in executing such works as may be required to xxxxx a
nuisance in obedience to any notice served upon the Landlord
in respect of or incidental to the Premises or the use
thereof
4.9.3 Not to use the Premises for any noxious noisy or offensive
trade or business and not to hold any sale by auction or
public show nor keep any live animals or birds on the
Premises and not to allow on the Premises anything which is
or may become dangerous offensive combustible inflammable
radioactive or explosive
4.9.4 Not to trade or display goods outside the Premises nor to
cause any obstruction outside the Premises
4.9.5 Not to use on the Premises any machine (other than machinery
normally associated with the Permitted Use and which where
appropriate shall be mounted so as to minimize noise and
vibration) without the written consent of the Landlord and
not to use on the Premises any machinery or
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sound reproduction or amplifying equipment which shall be
noisy or cause vibration or be a nuisance disturbance or
annoyance to the Landlord or the owners and/or occupiers of
any adjoining or neighbouring premises
4.9.6 Not to do anything which imposes any excessive load or
strain on the Structure or the Apparatus or the working
thereof
4.9.7 Not to suffer or permit any person to reside or sleep on the
Premises
4.9.8 Not to discharge anything into the Conduits serving the
Premises which will be corrosive or harmful or which may
cause any obstruction or deposit therein
4.9.9 Not to commit any waste upon or to the Premises
4.9.10 Not to use the Premises as an office for a government agency
or other public authority which would involve the attendance
thereat of members of the public for the purpose of seeking
employment or enrolling for or collecting any statutory
social security health insurance or other benefit payment or
applying for or collecting any license passport certificate
or similar document
4.9.11 If the Premises are continually unoccupied for more than one
month to provide security and caretaking arrangements to
afford the Premises reasonable protection against vandalism
theft or unlawful occupation
4.9.12 Not to use the lifts in the Building for the movement of
materials or goods except by prior arrangement with the
Landlord
4.9.13 Not to park vehicles in the service areas of the Building
except whilst loading or unloading goods to or from the
Premises and in accordance with the directions of the
Landlord
4.9.14 No to obstruct others lawfully using the Common Parts and to
use the same in a reasonable manner and in accordance with
any reasonable regulations made by the Landlord from time to
time in regard thereto
4.10. Alienation
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4.10.1 Not to assign or charge part only of the Premises
4.10.2 Save for an underletting in accordance with the succeeding
provisions of this Clause not to underlet or part with
possession of or share occupation of the whole or any part
of the Premises nor to permit any person deriving title
under the Tenant by way of permitted underlease so to do in
respect of the Premises
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4.10.3 Not under any circumstances to create or permit the creation
of any interest derived out of this Lease whether mediate or
immediate and howsoever remote or inferior at a fine or
premium or other capital sum (and so that no such fine
premium or other capital sum shall be taken) nor except at a
rent which is not less than the open market rental value of
the Premises at the time of such underletting and not to
create or permit the creation of any derivative interest
except on terms which prohibit the commutation of rent nor
(unless such underletting shall include provisions approved
by the Landlord for rent reviews at the times and in
accordance with the terms of this Lease and the Tenant shall
covenant with the Landlord to operate and enforce the same
but not to agree the amount of any revised rent payable
pursuant to such underletting without the prior written
consent of the Landlord such consent not to be unreasonably
withheld) for a term which shall extend beyond a date on
which the rent payable hereunder is to be reviewed as herein
provided
4.10.4 Not to assign part with possession or charge the whole of
the Premises nor permit any person deriving title under the
Tenant so to do without the prior written consent of the
Landlord (which shall not be unreasonably withheld) and upon
any assignment to obtain a direct covenant from the assignee
with the Landlord to observe and perform the covenants and
provisions of this Lease for the remainder of the Term and
to pay the rent reserved by this Lease and to obtain on
behalf of any proposed assignee if the Landlord shall
reasonably require a guarantor or guarantors acceptable to
the Landlord who shall guarantee (if more than one jointly
and severally) the due performance and observance by the
assignee of the said covenants and provisions and undertake
to accept a new lease on the same terms as this Lease and
for the then remainder of the Term in the event that this
Lease is disclaimed by a liquidator of the assignee or
forfeited by the Landlord such guarantee and undertaking to
be given (mutatis mutandis) in the form of the provisions
contained in Part 1 of Schedule 3 and shall agree with the
Landlord in the form (mutatis mutandis) of the provisions
contained in Part 2 thereof
4.10.5 Subject as aforesaid not to underlet the whole of the
Premises without the prior written consent of the Landlord
(which shall not be unreasonably withheld) provided that in
the case of any permitted underletting of the Premises
(whether mediate or immediate) the Tenant shall procure
that:
(a) on or before the grant of the relevant underlease the
underlessee shall covenant with the Landlord to observe
and perform the Tenant's covenants and conditions in
this Lease (except the covenant to pay rent) and those
of the underlessee in the relevant underlease
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(b) on or before the grant of the relevant underlease if
the Landlord shall so require a guarantor or guarantors
acceptable to the Landlord shall covenant (if more than
one jointly and severally) with the Landlord to
guarantee the observance and performance by the
underlessee of its covenants to be contained in such
underlease such guarantee to be given (mutatis
mutandis) in the form of the provisions contained in
paragraph 1 of Part 1 of Schedule 3 and shall agree
with the Landlord in the form (mutatis mutandis) of the
provisions contained in Part 2 thereof
(c) any permitted immediate or mediate underlease contains:
(i) covenants by the underlessee with the
underlessor prohibiting the underlessee from
doing or allowing any act or thing on or in
relation to the premises devised by such
underlease inconsistent with or in breach of the
Tenant's obligations in this Lease
(ii) a condition for re-entry by the underlessor on
breach of any covenant by the underlessee
(iii) an absolute prohibition on any further
underletting or parting with possession or
sharing of occupation of the premises devised by
the underlease (save by way of assignment of the
whole thereof)
(iv) a prohibition on any assignment of the whole of
the premises demised by the underlease without
the consent of the Landlord
4.10.6 To enforce performance by every such underlessee of the
covenants and conditions in his underlease and not to
release or waive any such covenants or conditions
4.10.7 Upon every application for consent required by this clause
to disclose to the Landlord such information as to the terms
proposed as the Landlord may require
4.10.8 Not to enter into any variation of the terms of any
underlease nor to accept a surrender of the same in respect
of part only (as opposed to the whole) of the premises
underlet
4.10.9 Notwithstanding the foregoing provisions of this Clause 4.10
the Tenant (here meaning Advanced Telecommunications Modules
Limited only) shall be entitled to share occupation of the
Premises with Associated Organisations provided that:
14
(a) no relationship of landlord and tenant is thereby
created;
(b) the occupier is not permitted to have exclusive use or
occupation of any part of the Premises;
(c) the Landlord is notified of the identity of each
occupier permitted to share occupation of the Premises
and the relationship of that occupier to the Tenant
within seven days of the occupier being permitted to
share occupation;
(d) each occupier shall vacate the Premises forthwith upon
either the Tenant assigning or underletting the
premises or the relationship between the Tenant and the
occupier changing so that the occupier ceases to be an
Associated Organisation
and for the purposes of this Clause 4.10.9 Associated
Organisation means:
(a) any company which is a member of the same group of
companies as the Tenant (as defined in Section 42 of
the Landlord and Tenant Act 1954);
(b) any company of which any director of the Tenant is a
director;
(c) any partnership in which any director of the Tenant is
a partner
4.11 Registration of documents
-------------------------
4.11.1 Within one month after any assignment or any transmission or
other devolution relating to the Premises or any part
thereof to give notice thereof to the Landlord's solicitor
and to furnish him with a certified copy of any document
relating thereto and to pay to the Landlord's solicitor a
reasonable fee (not being less than (Pounds)30| plus VAT
thereon
4.11.2 To supply to the Landlord on request the names and addresses
of any tenant deriving title from the Tenant (whether
mediately or immediately) together with details of the rent
payable by any such tenant and the other terms of such
tenancy
4.11.3 To supply to the Landlord any details required by the
Landlord pursuant to Section 40 of the Landlord and Xxxxxx
Xxx 0000 and to supply the Landlord with full details of any
notices given pursuant to Section 25 of the Landlord and
Xxxxxx Xxx 0000 by the Tenant to any sub-tenant and full
details of any notices received by the Tenant from any sub-
tenant pursuant to Section 26 of the Landlord and Xxxxxx Xxx
0000
15
4.12 Compliance with statutes. To comply in all respects with and in a
------------------------
proper and workmanlike manner to execute all works required under the
provisions of all statutes for the time being in force and the
directions of any competent authority relating to the Premises or any
part thereof or the use thereof or anything contained therein or the
employment therein of any person or persons and not to do or omit or
suffer to be done or omitted on or about the Premises any act or thing
by reason of which the Landlord may under any enactment incur or have
imposed upon it or become liable to pay any levy penalty damages
compensation costs charges or expenses and to indemnify and keep
indemnified the Landlord against all claims demands costs expenses and
liability in respect of the foregoing
4.13 Planning/environmental matters
------------------------------
4.13.1 Not to apply for planning permission in respect of the
Premises without the Landlord's prior written consent and if
the Landlord attaches conditions to any such consent not to
apply for any planning permission except in accordance with
those conditions
4.13.2 At all times during the Term to comply with the provisions
and requirements of the Planning Acts and of any planning
permissions (and the conditions thereof) relating to or
affecting the Premises or the use thereof or any operations
works acts or things carried out executed done or omitted
thereon and to keep the Landlord indemnified in respect
thereof
4.13.3 Subject to Clause 4.13.1 as often as occasion requires
during the Term at the Tenant's expense to obtain and if
appropriate renew all planning permissions and serve all
notices required under the Planning Acts for the carrying
out by the Tenant of any operations or the institution or
continuance by the Tenant of any use of the Premises or any
part thereof
4.13.4 To pay and satisfy any charge imposed under the Planning
Acts in respect of the carrying out or maintenance by the
Tenant of any such operation or the institution or
continuance by the Tenant of any such use as aforesaid
4.13.5 Notwithstanding any consent which may be granted by the
Landlord under this Lease not to carry out or make any
alternation or addition to the Premises or any change of use
of the Premises (being an alteration or addition or change
of use prohibited by or for which the Landlord's consent is
required under this Lease and for which a planning
permission is needed) before a planning permission for such
alteration addition or change of use has been produced to
and acknowledged by the Landlord as satisfactory provided
that the Landlord may refuse to express such satisfaction if
the period of such permission or anything contained in or
omitted from it will in the opinion of the Landlord's
Surveyor be likely
16
to prejudice the Landlord's interest in the Premises either
during the Term or on or after the expiration or earlier
determination of the Term
4.13.6 Unless the Landlord otherwise directs in writing to carry
out and complete before the expiration or earlier
determination of the Term any work required to be carried
out to the Premises as a condition of any planning
permission granted during the Term whether or not the date
by which the planning permission requires such works to be
carried out is during the Term and any development begun on
the Premises in respect of which the Landlord shall or may
be or become liable for any charge or levy under the
Planning Acts
4.13.7 When called upon so to do to produce the Landlord and the
Landlord's Surveyor all plans documents and other evidence
reasonably required by the Landlord to satisfy itself that
the Tenant's obligations in this Clause have been complied
with
4.13.8 Not without the prior written consent of the Landlord to
enter into a planning obligation for the purposes of Section
106 of the Town and Country Planning Xxx 0000
4.13.9 Where any planning permission is granted subject to
conditions involving the carrying out of works upon or
change of use of the Premises the Landlord may as a
condition of its consent to the carrying out of such works
or change of use require the Tenant to provide security for
the due compliance with those conditions and no works shall
be commenced and no change of use shall be implemented until
such security has been provided to the Landlord's
satisfaction
4.13.10 As soon as practicable to notify the Landlord or any order
direction proposal or notice under the Planning Acts served
on or received by the Tenant or coming to the Tenant's
notice which relates to or affects the Premises and to
produce to the Landlord if required any such order direction
proposal or notice in the Tenant's possession and not to
take any action in respect or such order direction proposal
or notice without the Landlord's approval
4.13.13 In relation to any act the commission or omission of which
requires any consent license or other authority under the
Environmental Protection Act not to do or omit to do (as the
case may be) such act without obtaining such authority and
not to apply for such authority without he Landlord's prior
written consent
4.14 Easements. Not to obstruct any window light or way belonging to the
---------
Premises or to any adjoining or neighbouring premises nor acknowledge
that any easement or other right for the benefit of the Premises is
enjoyed by consent of any other
17
person nor knowingly permit any new easement right or encroachment to
be made into against or on the Premises and to give immediate notice
to the Landlord upon becoming aware of any easement right or
encroachment against or affecting the Premises being made or attempted
and at the Landlord's request and the Tenant's cost to adopt such
means as may be reasonably required to prevent the same
4.15 Notifications. Forthwith on receipt of any permission notice order or
-------------
proposal relating to the Premises or the use or condition thereof
given or issued by any governmental local or other public or competent
authority to give full particulars thereof to the Landlord and if so
required by the Landlord to produce the same to the Landlord and to
take all necessary steps to comply therewith and also when requested
by the Landlord to make or join with the Landlord in making such
objections and representations against or in respect of the same as
the Landlord shall deem expedient
4.16 Defects. Forthwith upon becoming aware of the same to give notice in
-------
writing to the Landlord of any defect in the state or condition of the
Premises which would or might give rise to an obligation upon the
Landlord to do or refrain from doing any act or thing in order to
comply with any duty of care imposed upon the Landlord and to
indemnify the Landlord against or in respect of any losses claims
actions costs demands or liability arising out of any failure of the
Tenant to comply with its obligations under this Lease and at all
times to give such notice and display such signs as the Landlord
having regard to such duty of care requires to have displayed at the
Premises
4.17 Firefighting. To keep the Premises supplied and equipped with all
------------
fire fighting and extinguishing appliances from time to time required
by law or required by the insurers of the Premises or reasonably
required by the Landlord such appliances being kept open to inspection
and properly maintained and not to obstruct or permit or suffer to be
obstructed the access to or means of working such appliances or the
means of escape from the Premises in case of fire
4.18 Advertisements/aerials. Not without the prior written consent of the
----------------------
Landlord to affix or exhibit any advertisement placard notice or sign
either outside the Premises or inside the Premises so as to be seen
from the outside and if the Landlord so requires to remove at the end
or earlier determination of the Term any item so exhibited or
installed making good all damage caused thereby
4.19 Notice boards. To permit the Landlord or its agents during the last
-------------
six months of the Term to affix upon any suitable part of the Premises
a notice board or xxxx relating to any letting or reletting of the
Building or any part thereof or at any time during the Term to affix a
notice board or xxxx relating to any sale or other dealing with any
interest in reversion to this Lease and the Tenant will not remove or
obscure the same and will at all reasonable times and on reasonable
prior notice
18
permit those authorised by the Landlord in connection with any such
reletting sale or other dealing to enter and view the Premises without
interruption
4.20 Expenses. To pay to the Landlord on demand and on an indemnity basis
--------
all costs charges expenses damages and losses (including but without
prejudice to the generality of the foregoing legal costs bailiff's
fees and surveyor's fees) incurred by the Landlord in relation to or
incidental to or in contemplation of:
4.20.1 the preparation and service of a notice under Section 146 of
the Law of Property Xxx 0000 and/or any proceedings relating
to the Premises whether under Sections 146 and/or 147 of the
Law of Property Xxx 0000 or otherwise (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 Law of Property Xxx 0000
and notwithstanding forfeiture is avoided otherwise than by
relief granted by the Court) and to keep the Landlord fully
indemnified against all costs charges expenses claims and
demand whatsoever in respect of the sale proceeds and the
preparation and service of the said notices
4.20.2 (without prejudice to the generality of the foregoing) the
preparation and service of any notice or schedule relating
to the repair of the Premises whether served on the Tenant
during or after the expiration or earlier determination of
the Term and
4.20.3 procuring the remedying of any breach of covenant on the
part of the Tenant or any sub-tenant or their respective
predecessors in title contained in this Lease
4.20.4 every application made by the Tenant for a consent or
license required by the provisions of this Lease whether
such consent or license is granted or refused or proffered
subject to any qualification or condition or whether the
application is withdrawn
4.21 New guarantor. To notify the Landlord within twenty eight days of
-------------
any of the following events:
4.21.1 If any Guarantor being an Individual (or if individuals any
one of them) shall become bankrupt or shall make any
assignment for the benefit of or enter into any arrangement
with his creditors either by composition or otherwise or
have any distress or other execution levied on his goods or
have a receiver appointed under the Mental Health Xxx 0000
4.21.2 If any Guarantor being an individual (or if individuals any
one of them shall die
19
4.21.3 If any Guarantor being a body corporate (or if bodies
corporate any one of them) has a winding up order made in
respect of it other than a members' voluntary winding up of
a solvent company for the purposes of amalgamation or
reconstruction approved by the Landlord (such approval not
to be unreasonably withheld) or has a received administrator
or an administrative receiver appointed of it or any of its
assets or has any distress or other execution levied on its
goods or is dissolved or struck off the Register of
Companies or (being a body corporate incorporated outside
the United Kingdom) is dissolved or ceases to exist under
the laws of its country or state of incorporation
and if the Landlord so requires then at the Tenant's expense within
twenty eight days of such requirement to procure that some other
person or persons or body or bodies corporate reasonably acceptable to
the Landlord shall execute a guarantee in the terms of Part 1 of
Schedule 2 and agree and declare with the Landlord in the terms of
Part 2 of Schedule 2 with in each case such amendments as the Landlord
shall reasonably require in the circumstances
4.22 Indemnity. To keep the Landlord indemnified from and against all loss
---------
damage actions proceedings claims demands costs and expenses of
whatsoever nature and whether in respect of any injury to or the death
of any person or damage to any property movable or immovable or
otherwise howsoever arising directly or indirectly from the repair or
the state of repair or condition of the Premises or from any breach of
covenant on the part of the Tenant herein contained or from the use of
the Premises or out of any works carried out at any time during the
Term to the Premises or out of anything now or during the Term
attached to or projecting from the Premises or as a result of any act
neglect or default by the Tenant or by any sub-tenant or by their
respective servants agents licensees or invites
4.23 Yield up. At the expiration or sooner determination of the Term
--------
quietly to yield up the Premises to the Landlord with vacant
possession in such state and condition as shall in all respects be
consistent with a full and due performance by the Tenant of the
covenants on its part herein contained (trade or tentant's fixtures
and fittings only excepted subject to the Tenant making good all
damage to the Premises occasioned by their removal) and upon such
yielding up the Tenant shall remove all signs and nameplates
indicating the connection or former connection of the Tenant with the
Premises and if reasonably required by the Landlord shall replace all
carpeting within the Premises with new carpets of a quality design and
colour similar to the quality design and colour of the carpeting
supplied by the Landlord at the commencement of the Term and first
approved in writing by the Landlord
20
4.24 VAT
---
4.24.1 To pay to the Landlord by way of additional rent such VAT as
may be or become payable in respect of the rents reserved by
and other monies payable under and the consideration for all
taxable supplies received or deemed to be received by the
Tenant under or in connection with this Lease
4.24.2 In every case where the Tenant has agreed to reimburse or
indemnify the Landlord in respect of any payment made by the
Landlord under the terms of or in connection with this Lease
to reimburse in addition any VAT paid by the Landlord on
such payment
4.25 Regulations. To comply with all reasonable regulations and
-----------
directions as the Landlord may from time to time make or give for the
orderly, convenient and proper management of the Building or any part
or parts thereof provided that such regulations shall not conflict
with the terms hereof nor diminish the rights of the Tenant hereunder
5. LANDLORD'S COVENANTS
--------------------
The Landlord HEREBY COVENANTS with the Tenant as follows:
----------------
5.1 Quiet enjoyment. The Tenant paying the rents and other monies hereby
---------------
reserved and performing and observing the covenants, conditions and
agreements on the part of the Tenant hereinbefore contained may
peaceably hold and enjoy the Premises during the Term without any
interruption by the Landlord or any person lawfully claiming through
under or in trust for the Landlord
5.2 Services. Subject to the payment by the Tenant of the Service Charge
--------
and provided that the Landlord is not prevented by any Insured Risk,
accident, strike, combination or lockout of workmen or any other cause
beyond its control the Landlord will use its best endeavors to provide
or secure the provision of the Services referred to in Schedule 2
during the Permitted Hours in an efficient manner and in accordance
with the principles of good estate management provided that the
Landlord shall not be responsible for any temporary delay, stoppage or
omission in connection therewith due to any cause or circumstances
beyond the Landlord's control
5.3 VAT. To provide to the Tenant a proper receipted VAT invoice within
---
twenty-eight days of receipt by the Landlord of the rent and other
payments from time to time payable hereunder
21
6. INSURANCE
---------
6.1 Landlord's obligations. The Landlord HEREBY COVENANTS with the
---------------------- ----------------
Tenant as follows:
6.1.1 Save to the extent that any insurance shall be vitiated by
any act, neglect, default or omission of the Tenant or any
sub-tenant or their respective servants, agents, licensees
or invitees, the Landlord will insure or cause to be insured
the Building against loss or damage by the Insured Risks in
a sum equal to the likely cost of completely rebuilding,
reinstating and replacing the same (taking into account
estimated increases in building costs) together with the
cost of demolition, shoring, boarding and removal of debris
and a proper provision for professional fees in respect of
rebuilding and reinstating together in each case with VAT
and against Loss of Rent
6.1.2 If so required by the Tenant (and upon payment of a
reasonable fee for dealing with each request other than the
first) to produce to the Tenant from time to time reasonable
evidence of the terms of the Landlord's policy of insurance
and the fact that the policy is subsisting and in effect
6.1.3 In case of damage or destruction to the Building by any of
the Insured Risks to expend when lawful so to do all monies
received by the Landlord (other than in respect of rent and
fees) under the Landlord's insurance in or towards
reinstating such damage or destruction so far as practicable
(to the extent that the same is not the responsibility of
other tenants in the Building) but if reinstatement as
aforesaid shall not be permitted or possible or shall be
frustrated the insurance monies shall belong to the Landlord
absolutely PROVIDED ALWAYS that in such circumstances the
---------------
Landlord may at its option replace the building or buildings
originally comprised within the Building by a building or
buildings generally similar in concept thereto and (having
regard to the then principles of good estate planning) of a
similar order and size and being in or about the same
position or positions as its or their predecessor or
predecessors
6.2 Tenant's obligations. The Tenant for itself and its successors in
--------------------
title and assigns to the intent that the obligations shall continue
throughout the Term HEREBY COVENANTS with the Landlord as follows:
----------------
6.2.1 To pay to the Landlord on demand:
(a) a fair and proper proportion attributable to the
Premises (as determined by the Landlord's Surveyor) of
all premiums from time to time paid by the Landlord for
insuring the Building
22
(including the Premises) against loss or damage by the
Insured Risks in accordance with Clause 6.1 and
(b) all premiums from time to time paid by the Landlord for
insuring Loss of Rent and
(c) a fair and proper proportion attributable to the
Premises (as determined by the Landlord's Surveyor) of
any excess deducted by insurers in respect of any claim
relating to the Building and
(d) a fair and proper proportion attributable to the
Premises (as reasonably determined by the Landlord's
Surveyor) of the cost of any professional valuation of
the Building which may at any time or times be required
by the Landlord in connection with the insurance of the
Building provided that such contribution shall be
required in respect of only one such valuation carried
out in any three year period
6.2.2 Save as required by Clause 6.2.7 not to effect any separate
insurance of the Premises against loss or damage by any of
the Insured Risks but if the Tenant shall become entitled to
the benefit of any insurance on the Premises then the Tenant
shall apply all monies received by virtue of such insurance
in making good the loss or damage in respect of which the
same shall have been received
6.2.3 Not to carry on upon the Premises any trade business or
occupation in any manner or do any other thing which in the
reasonable opinion of the Landlord may make void or voidable
any policy for the insurance of the Premises or any
adjoining or neighbouring property against any risk for the
time being required by the Landlord to be covered or render
any increased or extra premium payable for such insurance
(without in the latter event first having paid every such
increased or extra premium) and to pay to the Landlord on
demand any increased premiums payable in respect of the
Premises or any adjoining or neighbouring premises arising
by reason of the Premises being unoccupied
6.2.4 To carry out in accordance with the directions of the
Landlord all such works as may reasonably be required by it
for the better protection of the Premises and to comply with
the requirements of the Landlord's insurers in respect of
the Premises
6.2.5 In the event of the Premises or any part thereof being
destroyed or damaged by any peril whatsoever to give notice
thereof to the Landlord as soon as such destruction or
damage shall come to the notice of the Tenant stating
whether and to what extent such destruction or damage was
brought about directly or indirectly by any of the Insured
Risks
23
6.2.6 In the event of the Building or any part thereof or any
adjoining or neighbouring premises of the Landlord or any
part thereof being destroyed or damaged by any of the
Insured Risks and the insurance money under any insurance
against the same effected thereon by the Landlord being
wholly or partly irrecoverable by reason solely or in part
of any act or default of the Tenant or any sub-tenant or
their respective servants, agents, licensees or invites then
and in every such case the Tenant will forthwith pay to the
Landlord the whole or (as the case may be) the irrecoverable
portion of the cost (including professional and other fees
and VAT) of completely rebuilding the reinstating the same
6.2.7 To make up out of its own money any deduction in any
insurance monies paid by the Landlord's insurers made as a
result of the faulty repair or maintenance of the Premises
6.3 Abatement of rent. If the Premises or any part thereof shall be
-----------------
destroyed or damaged by any Insured Risk so as to render the Premises
unfit for occupation or use then save to the extent that the insurance
of the Building shall have been vitiated by any act, neglect, default
or omission of the Tenant or any sub-tenant or their respective
servants, agents, licensees or invitees the rent first hereinbefore
reserved or a fair and just proportion thereof according to the nature
and extent of the damage sustained (the amount of such proportion if
it cannot be agreed to be determined by a single arbitrator to be
appointed on the application of either party by the President for the
time being (or other next senior officer available) of the Royal
Institution of Chartered Surveyors whose decision shall be final and
binding) shall be suspended until the Premises shall have been made
fit for occupation and use or (if earlier) until the insurance
effected or caused to be effected by the Landlord in respect of the
Loss of Rent shall be exhausted
6.4 Commissions. All monies payable by the Tenant under Clause 6.2 shall
-----------
be paid without deduction of any agency or other commission paid or
allowed to the Landlord in respect thereof or otherwise which the
Landlord shall be entitled to retain for the Landlord's own benefit
free of any obligation to bring the same into account under this Lease
7. PROVISOS
--------
Provided always and it is hereby agreed and declared as follows:
7.1 Forfeiture. If and whenever:
----------
7.1.1 the rents hereby reserved or any part thereof shall be in
arrear or unpaid for the space of fourteen days after the
same shall have become due (whether formally demanded or
not); or
24
7.1.2 there shall be any other breach, non-performance or non-
observance of any of the covenants and conditions herein
contained and on the part of the Tenant or the Guarantor to
be observed or performed; or
7.1.3 the Tenant or the Guarantor enters into an arrangement or
composition for the benefit of its creditors; or
7.1.4 the Tenant or the Guarantor has any distress or other
execution levied on its goods; or
7.1.5 the Tenant or the Guarantor (being in either case an
individual) commits an act of bankruptcy or has an
administration order made in respect of it or appears unable
to pay its debts within the meaning of Section 268 of the
Insolvency Act of 1986; or
7.1.6 the Tenant or the Guarantor (being in either case a body
corporate) has a winding up order made in respect of it
other than members voluntary winding up of a solvent company
for the purposes of amalgamation or reconstruction approved
by the Landlord (such approval not to be unreasonably
withheld) or has a receiver, administrator or an
administrative receiver appointed of it or any of its assets
or is dissolved or struck off the Register of Companies or
(being a body corporate incorporated outside the United
Kingdom) is dissolved or ceases to exist under the laws of
its country or state or incorporation or appears unable to
pay its debts within the meaning of Section 123 of the
Insolvency Xxx 0000
then and in any such case it shall be lawful for the Landlord or any
person authorised by the Landlord at any time thereafter to re-enter
upon the Premises or any part thereof in the name of the whole and
thereupon the Term shall absolutely determine without prejudice to any
right of action of the Landlord in respect of any breach of the
Tenant's or the Guarantor's covenants contained in this Lease
7.2 Exclusion of use warranty. Nothing in this Lease or in any consent
-------------------------
granted by the Landlord under this Lease shall imply or warrant that
the Premises may be used for any purpose whatsoever under the Planning
Acts now or from time to time in force (including the Permitted Use)
or that the Premises are or will remain otherwise fit for any such use
7.3 VAT
---
7.3.1 Except where otherwise expressly stated in this Lease all
rent money or other consideration in respect of supplies for
VAT purposes received or deemed to be received by the Tenant
under or in connection with this Lease is exclusive of VAT
25
7.3.2 In any case where the Tenant is obliged to reimburse the
Landlord for any expenditure incurred by the Landlord such
reimbursement shall include all VAT payable by the Landlord
in respect of such expenditure
7.4 Service of notices. Any notice required to be served under this Lease
------------------
shall be in writing and shall be properly served if it complies with
the provisions of Section 196 of the Law of Property Xxx 0000 as
amended by the Recorded Delivery Service Xxx 0000 or Section 23 of the
Landlord and Xxxxxx Xxx 0000 and in addition any notice shall be
sufficiently served if sent by facsimile transmission to the party to
be served and service shall be deemed to be made on the date of
transmission if transmitted before 4:00 p.m. on the date of
transmission but otherwise on the next day
7.5 Development of neighbouring premises. The Landlord shall be entitled
------------------------------------
to carry out or permit the development of any adjoining or
neighbouring premises (whether included in the Building or not) and to
build on or into any boundary wall of the Premises or to re-route any
services in the Premises without payment of compensation to the Tenant
for any damage or otherwise
7.6 Compensation. Any statutory right of the Tenant or any sub-tenant to
------------
claim compensation from the Landlord on vacating the Premises shall be
excluded as far as the law allows
7.7 Section 62 LPA. The operation of Section 62 of the Law of Property
--------------
Xxx 0000 shall be excluded from this Lease and the only rights granted
to the Tenant are those expressly set out in this Lease and the Tenant
shall not by virtue of this Lease be deemed to have acquired or be
entitled to and the Tenant shall not during the Term acquire or become
entitled by any means whatsoever to any easement from or over or
affecting any other land or premises now or at any time hereafter
belonging to the Landlord and not comprised in this Lease
7.8 Disputes with adjoining occupiers. Any dispute arising as between the
---------------------------------
Tenant and the lessees, tenants or occupiers of adjoining or
neighbouring premises belonging to the Landlord relating to any
easement right or privilege in connection with the demised premises or
relating to the party or other walls of the demised premises or as to
the amount of any contribution towards the expenses of works to
services or matters used in common shall be referred to the Landlord
whose decision shall be binding upon all parties to the dispute
7.9 Tenant's effects. The Tenant hereby irrevocably appoints the
----------------
Landlord to be its agent to store or dispose of any effects left by
the Tenant on the Premises for more than seven days after the
termination of this Lease (whether by effluxiom of time or otherwise)
on any terms that the Landlord thinks fit and without the Landlord
being liable to the Tenant save to account for the net proceeds of
sale less the cost of storage (if any) and any other expenses
reasonably incurred by the Landlord and hereby agrees to indemnify the
Landlord against any liability incurred by the
26
Landlord to any third party whose property shall have been sold by the
Landlord in the mistaken belief held in good faith (which shall be
presumed unless the contrary be proved) that such property belonged to
the Tenant
7.10 Landlord's liability. In any case where the facts are or should
--------------------
reasonably be known to the Tenant the Landlord shall not be liable to
the Tenant in respect of any failure of the Landlord to perform any of
the Landlord's obligations to the Tenant under this Lease whether
express or implied unless and until the Tenant has notified the
Landlord of the facts giving rise to the failure and the Landlord has
failed within a reasonable time to remedy the same
7.11 Representations. The Tenant acknowledges that this Lease has not been
---------------
entered into in reliance wholly or partly upon any statement or
representation made by or on behalf of the Landlord except any such
statement or representation which is expressly set out in this Lease
7.12 No waiver. No demand for or receipt or acceptance of any part of the
---------
rents hereby reserved or any payment on account thereof shall operate
as a waiver by the Landlord of any right which the Landlord may have
to forfeit this Lease by reason of any breach of covenant by the
Tenant and the Tenant shall not in any proceedings for forfeiture be
entitled to rely on any such demand receipt or acceptance as aforesaid
as a defence
7.13 Damage from services
--------------------
7.13.1 The Landlord shall not be liable to the Tenant or any other
person claiming through the Tenant for any accident, loss or
damage which may be caused by reason of any breakdown,
stoppage, leakage or defect of or in any Apparatus or any of
the Conduits
7.13.2 Any services rendered to or for the Tenant on the Tenant's
request by any servant or agent of the Landlord shall be
deemed to have been rendered by that person as servant of
the Tenant
7.14 Party walls. Save as otherwise directed in writing by the Landlord
-----------
the non-structural walls separating the Premises from any adjoining
premises within the Building shall be party walls and structures and
maintainable accordingly
7.15 Jurisdiction. This Lease is and shall be governed by and construed
------------
in all respects in accordance with the laws of England
27
SCHEDULE 1
----------
Part 1
------
(Premises)
ALL THOSE offices shortly described in the Particulars which are for the purpose
---------
of identification shown edged red on the Floor Plan and which include for the
purpose of obligation as well as of grant:
[DIAGRAM]
28
(1) (a) the plaster or other rendering and decorative covering of the walls
thereof and (in the case of non structural walls only) the inner half
thereof severed medially
(b) the floor screed (but not the slab beneath the same)
(c) the ceiling thereof (but not the beams or slabs above the same)
(2) all doors and windows fitted in the walls bounding such offices and their
respective frames and fixings
(3) all light fittings and electrical circuits, sockets and switches and all
Conduits within or exclusively serving the Premises
(4) all carpets and floor coverings within and all other Landlord's fixtures
and fittings in, on or forming part of such offices and exclusively serving
the same
but there are excluded the Structure and all tenant's fixtures and fittings
Part 2
(Easements and rights granted)
The following rights are granted to the Tenant in connection with the use of the
Premises in accordance with and subject to the provisions of this Lease such
rights being exercisable in common with the Landlord and those authorised by the
Landlord including other tenants of the Building
1. Subject as hereinafter provided a free and uninterrupted right of way for
the purpose only of ingress and egress to and from the Building at all
times with or without vehicles over the service roads and footpaths serving
the Building and the Common Parts
PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED:
----------------------------------------------------
1.1 If at any time during the Term the Landlord in its absolute discretion
shall desire to alter, stop up or re-route the said roads or footpaths
or any part or parts thereof the Landlord shall have full right and
liberty so to do but at its own expense and subject to the Landlord
leaving available for use at all times by the Tenant a reasonable
uninterrupted and adequate means of access to the Building from
Huntingdon Road or Mount Pleasant the position of such access being
notified in writing to the Tenant by the Landlord subject always to at
least one month's prior notice given by the Landlord of any such
desire (except in case of emergency)
1.2 the Landlord may from time to time issue directions for the regulation
and control or traffic on the roads serving the Building
2. The free and uninterrupted passage and running of water, air, soil,
electricity, telephone and other services (if any) to and from the Premises
over, through and along the Conduits
now serving the Premises in common with other parts of the Building
PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED that if at any time
----------------------------------------------------
during the Term the Landlord shall desire to alter, stop up or divert such
Conduits or any part or parts thereof the Landlord shall have full right
and liberty so to do but at its own expense and subject to the Landlord
leaving available for use at all times by the Tenant reasonable and
adequate alternative provision for the services hereinbefore mentioned
3. The use during the Permitted Hours of the entrances and exits to and from
the Building and the staircases, landings and corridors leading to the
Premises as a means of access thereto and egress therefrom
4. The use during the Permitted Hours so long as the same shall be working of
the lifts in the Building
5. The use of the male and female lavatories on the ground floor of the
Building
6. The use of 24 spaces in the car park used in connection with the Building
in such places as the Landlord's Surveyors may from time to time nominate
in writing
Part 3
(Exceptions and reservations)
EXCEPTING AND RESERVING in favour of the Landlord and its tenants, agents and
-----------------------
licensees and those authorised by the Landlord find all other persons who now
have or may hereafter be granted similar rights:
(1) the full, free and uninterrupted passage and running of water, air, soil,
gas, telephone, electricity, telecommunication and all other services and
supplies of whatsoever nature from and to any other parts of the Building
through such of the Conduits which are now or may hereafter during the
Perpetuity Period be in, on, under or over the Premises and the right of
entry onto the Premises for the purpose of inspecting, repairing, renewing,
relaying, cleansing, maintaining and connecting up to any such existing or
future Conduits
(2) the full and free right and liberty to execute works and repairs and to
make erections upon or to erect, build, rebuild or alter or otherwise deal
with any adjoining or neighbouring land and buildings whether or not
forming part of the Building according to such plans and to such height
extent and otherwise and in such manner as the Landlord shall think fit
without obtaining consent or making any compensation to the Tenant and
notwithstanding that such buildings as so built, rebuilt or altered may
obstruct any lights, windows or other openings in or on the Premises or any
buildings now or hereafter to be erected thereon and upon not less than 24
hours prior notice (except in emergency) to enter upon the Premises at all
reasonable times where this is necessary for the purpose of carrying out
such works the person or persons exercising such right making good all
damage thereby occasioned to the Premises
2
(3) the right to erect temporary scaffolding where this is necessary for the
purpose of repairing, cleaning, rebuilding, renewing or altering the
Building or any part thereof notwithstanding that such scaffolding may
restrict the access to or enjoyment and use of the Premises
(4) the right for the Landlord and those authorised by the Landlord to enter
the Premises for the purposes and in the manner mentioned in this Lease
(5) all rights of light, air, support, shelter and protection for the parts of
the Building not included in the Premises and all such rights (if any) as
shall now or hereafter belong to and be enjoyed by any land or premises
adjacent to the Building
(6) the right to affix and retain on the exterior of the Premises and to run
wires and cables thereto such lamps and other apparatus for illuminating
the service roads and footways or otherwise together with such ducts and
pipes for common services and directional or other signs as the Landlord
shall reasonably require and the right of access thereto for the purpose of
maintaining, repairing, renewing or otherwise dealing with the same the
person or persons exercising such right making good all damage thereby
occasioned to the Premises
(7) the right for the Landlord from time to time to make, add to or amend
regulations for the preservation or control of the amenities of the
Building or any part thereof or for the general convenience of occupiers of
the accommodation from time to time forming part thereof provided such
regulations shall not conflict with the express terms hereof or diminish
the Tenant's rights hereunder
Part 4
(Matters to which the premises are subject)
All rights, easements and quasi easements to which the Premises are subject at
the date hereof
3
SCHEDULE 2
Part 1
("Service Charge")
1. In this schedule:
"Services" means the services referred to in part 2 of this Schedule or
such of them as shall from time to time be provided or undertaken by the
Landlord
"Service Charge Period" means a period of 12 months ending on 31st March in
any year or such other period as the Landlord may at its discretion from
time to time determine and notify in writing to the Tenant "Service Costs"
means the total costs in any Service Charge Period beginning or ending
during the Term of providing the Services and defraying the costs and
expenses relating and incidental thereto in accordance with this Schedule
"Service Charge" means the due proportion of the Service Costs which is
attributable from time to time to the Premises in accordance with this
Schedule
2. In calculating the due proportion of the Service Costs attributable to the
Premises the Landlord shall have regard to the relationship between the
total floor area of the Premises and the total floor area of the Building
let or capable of being let by the Landlord but the Landlord shall be
entitled to adopt such alternative fair and reasonable method of
computation as it may decide and if having regard to the nature of
expenditure incurred or to the nature of the premises in or forming part of
the Building benefitted thereby or otherwise it shall be inappropriate to
apportion the Service Costs or any item therein on such basis as aforesaid
the Landlord shall be at liberty in its discretion to adopt such other
method of calculation of the due proportion of the Service Costs to be
attributed to the Premises as shall be fair and reasonable in the
circumstances (including if appropriate attributing the whole of any such
expenditure or item of expenditure to the Premises)
3. The Service Charge shall be paid in manner following:
3.1 The Landlord shall be entitled to estimate the amount of the Service
Charge for any Service Charge period and it the Landlord so requires
the Tenant shall pay in advance on account of the Service Charge for
that Service Charge Period the amount provisionally so estimated by
the Landlord by equal advance payments on each of the Rent Days during
the Service Charge period the first such payment to be made on the
date of this Lease being an apportioned sum in respect of the period
from the commencement date of the Term until the day preceding the
Rent Day next following the date of this Lease
3.2 The Service Charge shall be deemed to accrue on a day to day basis in
order to ascertain the yearly rate thereof and for the purpose of
apportionment in respect of any periods of other than one year
4
3.3 The Landlord shall as soon as practicable after the end of each
Service Charge Period prepare or cause to be prepared and submitted to
the Tenant a statement showing the Service Costs and the Service
Charge for the Service Charge Period then ended and upon such
statement being certified by the Landlord's Surveyors the same shall
be final and binding on the Tenant
3.4 If the amount of the Service Charge for the Service Charge Period
shall exceed the aggregate of the amounts paid on account thereof for
that period the amount of the excess shall be due forthwith on demand
from the Tenant but if it shall be less the amount of the overpayment
shall be credited to the Tenant against the next quarterly payment of
rent and/or Service Charge or (if the Term shall have come to an end)
shall be repaid to the Tenant
3.5 If the Landlord shall make any change to a Service Charge Period such
adjustments and apportionments shall be made as shall be fair and
reasonable for the purpose of computing the Service Charge
3.6 The provisions of this paragraph shall continue to apply
notwithstanding the expiry or sooner determination of this Lease in
respect of any Service Charge Period then current
3.7 If the Landlord shall incur expenditure forming part of the Service
Costs which either is in respect of a matter which has not been taken
into account in arriving at the provisional assessment of the Service
Charge for that period or is of an amount materially greater than has
been allowed in arriving at such provisional assessment the Landlord
shall be entitled to recover from the Tenant the due proportion of the
whole of such expenditure on the Rent Day next following such
expenditure being incurred by the Landlord
4. The Landlord shall be entitled (but not obliged) to include in the Service
Costs for any Service Charge Period an amount or amounts which the Landlord
reasonably considers appropriate to build up and maintain a sinking fund
and/or a reserve fund in accordance with the principles of good estate
management and so as to secure so far as may reasonably be practicable that
the Service Charge shall be of a regular rather than an irregular amount
and that the tenants for the time being of the Building bear a proper part
of the accumulating and future liabilities in respect of the matters for
which the Service Charge is intended to provide
5. The Landlord shall be entitled to include in the Service Costs a reasonable
fee for itself or the cost of employing managing agents for the carrying
out and provision of the Services in accordance with this Schedule
6. The Tenant shall not be entitled to object to the Service Charge or any
item comprised in the Service Costs or otherwise on any of the following
grounds
5
6.1 the inclusion in a subsequent Service Charge Period of any item of
expenditure or liability omitted from the Service Costs for any
preceding Service Charge Period provided that such expenditure shall
have been incurred during the Term
6.2 that any item of the Service Costs might have been provided or
performed at a lower cost
6.3 disagreement with any estimate of future expenditure for which the
Landlord requires to make provision so long as the Landlord acts
reasonably and in good faith and in the absence of manifest error
6.4 the manner in which the Landlord exercises its discretion in providing
the Services so long as the Landlord acts in good faith and in
accordance with the principles of good estate management
6.5 the employment of managing agents or contractors to carry out and
provide on the Landlord's behalf the Services in accordance with this
Schedule
7. 7.1 The maximum liability of the Tenant in respect of Service Charge
in relation to each Service Charge Period shall not exceed
7.1.1 in respect of the first Service Charge Period during the
Term the sum of Twenty thousand five hundred and sixty-five
pounds ((Pounds)20,565) exclusive of VAT
7.1.2 in respect of each subsequent Service Charge Period a sum
(exclusive of VAT) equal to the greater of the maximum sum
in respect of the last preceding Service Charge Period and a
sum calculated by multiplying the maximum sum in respect of
the last preceding Service Charge Period by the last figure
of the Index published before the commencement of the
Service Charge Period in question and dividing the resultant
figure by the last figure of the Index published before the
commencement of the last preceding Service Charge period
7.2 For the purposes of paragraph 7.1
7.2.1 the "Index" means the Index of Retail Prices (All Items)
published by the Central Statistical Office or such other
body or government department as is from time to time
responsible for publication of such index
7.2.2 if the basis of computation of the Index is changed the
method of calculating the maximum liability shall be kept as
nearly consistent as possible by adopting any official
method of reconciliation between the two bases as may be
published from time to time or (if none is published) such
other method of reconciliation as the parties (acting
reasonably) may agree
6
PART 2
("Services")
1. Maintaining, repairing and cleansing and when the Landlord in its
discretion thinks it appropriate so to do amending, altering, reinstating,
renewing and rebuilding the Structure and the Conduits save insofar as the
same are the responsibility of tenants in the Building
2. Maintaining, repairing, cleansing, paving, lighting and decorating to such
standard as the Landlord may from time to time consider appropriate the
Retained Parts and the Common Parts and all boundaries of the Building and
appurtenances thereto and when the Landlord in its discretion thinks it
appropriate so to do amending, altering, reinstating, renewing, and
rebuilding the same
3. Inspecting, servicing, maintaining, repairing, amending, overhauling and
replacing the Apparatus and all lighting columns, electric lamp standards
and associated time switches save insofar as the same are the
responsibility of tenants in the Building
4. Operating the Apparatus so as to provide during the Permitted Hours
(a) lift services in the Building via the lifts now in the Building or
such substituted lifts as the Landlord (in its absolute discretion)
may from time to time decide to install
(b) an adequate supply of hot and cold water to the outlets therefor
within the Building
(c) between l5th September in any year and 15th May in the following year
central heating to the Building so as to maintain the same to such
temperatures as the Landlord shall in its absolute discretion consider
adequate subject to compliance with statutory requirements
5. Supplying necessary washing and toilet requisites in the toilet
accommodation in the Building (other than that accommodation which is in
the exclusive occupation of any tenant of the Building)
6. Supplying, maintaining, upgrading and renewing any fire alarms, fire
prevention and fire fighting equipment for the common benefit of persons
resorting to the Building (other than that which exclusively serves the
Premises and other parts of the Building let or intended to be let to
tenants)
7. Cleaning as frequently as the Landlord shall in its absolute discretion
consider adequate the exterior of all windows and window frames of the
Building including those in the Retained Parts and the Common Parts
7
8. (Save insofar as insured under other provisions of this Lease) insuring the
Apparatus, the Common Parts and the Retained Parts against the Insured
Risks and insuring the Landlord against property owners liability, third
party liability and employers liability in respect of the Building and such
other risks, perils and contingencies as the Landlord in its absolute
discretion shall from time to time deem necessary or expedient and
effecting and keeping on foot such maintenance contracts in respect of the
Apparatus as the Landlord may from time to time think fit
9. Discharging all charges, assessments and outgoings (including meter
charges) for water, electricity, fuel, telephone and public and other
statutory utilities consumed on the Retained Parts or used in connection
with the provision of any of the services referred to in this part of this
Schedule
10. Paying any existing or future taxes, rates, charges, duties, assessments,
impositions and outgoings whatsoever in respect of the Common Parts and/or
the Retained Parts
11. Collecting and disposing of normal refuse from the Building and the
provision, repair, maintenance and renewal of plant and equipment for the
collection, treatment, packaging or disposing of refuse
12. Providing, operating, maintaining, repairing, renewing and replacing such
security systems for the Building as the Landlord shall in its absolute
discretion from time to time determine
13. Providing, maintaining, replacing and renewing any notice boards or
direction signs and the like in the Common Parts
14. Providing and maintaining (at the Landlord's absolute discretion) plants,
shrubs, trees, garden or grassed areas or landscaped areas and floral
decorations in the Common Parts and keeping the same properly maintained
and cultivated
15. Controlling traffic on the roads within the Building
16. Preparing and supplying to tenants and occupiers in the Building copies of
regulations made by the Landlord from time to time in relation to the use
of the Building or any part of it
17. Employing such staff and personnel as the Landlord shall think fit for the
management of the Building (including without prejudice to the generality
of the foregoing, the provision of cleaning, security and horticultural
services) and so that the costs of such employment shall include not only
all such direct costs incurred but also the provision of uniforms, the
payment of national insurance contributions and other government levies by
reference to employment of personnel, the provision of pensions and payment
of training and industrial levies and redundancy payments and any other
expenses ancillary to the employment of personnel in connection with the
provision of these services
8
18. Providing, repairing, maintaining, renewing and replacing such plant
machinery, equipment and materials as the Landlord in its absolute
discretion may consider to be desirable for the proper provision or supply
of the services from time to time provided or supplied in accordance with
this Schedule
19. Employing and paying the fees of any agents retained by the Landlord to
manage the Building and collect the rents thereof (including the
preparation of accounts in relation to the Service Charge) and the fees and
charges of any accountant, surveyor or other professional adviser employed
to certify any matter or thing requiring to be certified for the purpose of
any of the provisions of this Schedule
20. Such other services as the Landlord in its absolute discretion shall think
proper or beneficial for the better and more efficient management and use
of the Building and the comfort and convenience of the generality of the
tenants in the Building
And for the purpose of ascertaining the amount of any cost to be included in the
Service Costs in respect of any one or more of the Services there shall be
included all VAT at the applicable rate incurred or paid by the Landlord in
respect of any expenditure in connection with the Services or any of them and
the Service Costs may include all costs incurred in taking any steps deemed
desirable or expedient by the Landlord for complying with or making any
representations against or otherwise contesting the incidence of the provisions
of any legislation or orders or statutory requirements thereunder concerning
town planning, compulsory purchase, public health highways, streets, drainage or
other matters relating to or allegedly relating to the Building for which no
tenant of the Building is directly liable under any lease of any part of the
Building
9
SCHEDULE 3
Guarantee Provisions
Part 1
Guarantor's Obligations
1. That the Tenant will at all times during the Term pay the rents reserved by
this Lease on the days and in manner provided for in this Lease and will
duly observe and perform all the covenants and conditions contained in this
Lease and on the part of the Tenant to be observed and performed and that
if the Tenant shall default in any respect to pay the said rents or any of
them in the manner aforesaid or to observe and perform the said covenants
and conditions or any of them the Guarantor will on demand fully observe,
perform and discharge the same or in respect of any judgment or order made
against the Tenant AND without prejudice to the generality of the foregoing
---
the Guarantor HEREBY FURTHER COVENANTS by way of primary obligation and not
------------------------
merely liability as a guarantor or merely collateral to that of the Tenant
to pay and make good to the Landlord forthwith on demand any losses, costs,
damages and expenses occasioned to the Landlord arising out of or by reason
of any default of the Tenant in respect of any of its obligations under the
terms and provisions of this Lease AND any neglect or forbearance on the
---
part of the Landlord in enforcing or giving time for or other indulgence in
respect of the observance or performance of any of the said agreements
provisions and conditions (other than a release given under seal) and any
variation of the terms of this Lease shall not release the Guarantor from
its liability under the agreement or guarantee on its part contained in
this Lease
2 That:
2.1 if the Tenant shall go into liquidation and the liquidator disclaims
this Lease or
2.2 If the Tenant is dissolved or struck off the register and the Crown
disclaims this Lease or
2.3 if the Tenant ceases for any reason to be or to remain liable under
this Lease or to maintain its corporate existence (otherwise than by
merger, consolidation or other similar corporate transaction in which
the surviving corporation assumes or takes over all the liabilities of
the Tenant under this Lease) or
2.4 if this Lease shall be forfeited the Landlord may within six months
following any such event by notice in writing require the Guarantor to
enter into a lease in the like form as this Lease for the residue of
the Term unexpired at the date of such event (or which but for any
such disclaimer, forfeiture or other event would have remained
unexpired) but with the Guarantor as tenant thereunder at the same
rents and subject to the like covenants, provisions and conditions as
are herein contained as a substitute in all respects for the Tenant
under this Lease and so that every Review Date thereunder shall occur
on the same date as every Review Date hereunder shall occur or would
but for any such disclaimer, forfeiture or other event have occurred
(the said new lease and the rights and liabilities thereunder to
10
take effect as from the date of such disclaimer, forfeiture or other
event) and the Guarantor shall thereupon execute and deliver to the
Landlord a counterpart of the new lease in exchange for the relevant
lease executed by the Landlord and contemporaneously therewith the
Guarantor as tenant shall pay the first installments of the rents due
Part 2
Agreements
1. The Landlord shall not be obliged before enforcing any of its rights or
remedies against the Guarantor to take any proceedings or obtain any
judgment against the Tenant in any Court or to make or file any claim in
any bankruptcy or liquidation of the Tenant and the terms of this Clause
shall be a continuing guarantee and shall remain in full force and effect
until each and every part of the obligations and covenants on the part of
the Tenant shall have been discharged and performed in full (subject to any
release under seal as aforesaid and save as hereinafter provided)
2. The Guarantor shall rank in respect of any sums paid by the Guarantor under
this Lease and in respect of any other rights which accrue howsoever to the
Guarantor in respect of any sums so paid or liabilities incurred hereunder
or in the observance, performance or discharge of the obligations and
covenants on the part of the Tenant and be entitled to enforce the same
only after all obligations and covenants shall have been observed,
performed and discharged in full and the Guarantor shall not
2.1 seek to recover whether directly or by way of set-off lien
counterclaim or otherwise or accept any money or other property or
security or exercise any rights in respect of any sum which may be or
become due to the Guarantor on account of failure by the Tenant to
observe, perform or discharge the said obligations or covenants or the
obligations of the Guarantor hereunder from the Tenant or any third
party nor
2.2 claim, prove for or accept any payment in any composition or by
winding up or liquidation of the Tenant in competition with the
Landlord for any amount whatsoever owing to the Guarantor by the
Tenant on any account whatsoever nor
2.3 exercise any right or remedy in respect of any amount paid by the
Guarantor under this Lease or any liability incurred by the Guarantor
in observing, performing or discharging the said obligations and
covenants on the part of the Tenant and the Guarantor shall not be
entitled to any right of proof in the bankruptcy or liquidation of the
Tenant or any other right of a guarantor discharging his liability in
respect of the said obligations and covenants unless and until all of
the same shall first have been paid, observed, performed and
discharged in full
3. The liability of the Guarantor under this Lease shall not be released,
impaired, diminished or affected by the release of any one or more persons
from time to time comprised in the
11
Guarantor nor by any variation in this Lease with or without the consent of
the Guarantor (and whether or not such variation shall increase the
liabilities of the Tenant or the Guarantor hereunder) and the obligations
on the part of the Guarantor contained in this Lease shall subsist in
relation and by reference to the obligations and covenants on the part of
the Tenant as from time to time varied
4. To the extent that the Guarantor is entitled to any right of immunity from
any judicial proceedings from the granting of any form of relief in any
proceedings from attachment of its property or assets or from execution of
judgment on the ground of sovereignty or otherwise in respect of any matter
arising out of or relating to its obligations under this Lease the
Guarantor does hereby and will irrevocably waive such right for the benefit
of the Landlord and agrees not to invoke such right against the Landlord
and consents to the giving of any such relief or the issue of any such
proceedings or process of attachment or execution by the Landlord
(EXECUTED (but not delivered until the date
--------
hereof) as a deed by Advanced Te1ecommunications
Modules Limited by the affixing of its Common Seal
in the presence of:
Director
Secretary
12
