Exhibit 10.2
LEASE
DATE: 2001
PARTIES:
(1) PARFA LIMITED having its registered office at 00 Xxxxxxxxxxx Xxxxxx, Xxxxxx
("Xxxxxxxx)
(2) CALIFORNIAN SOFTWARE BELGIUM LIMITED having its registered office at
(___________________) ("Tenant")
1. Definitions and interpretation
In the Lease:
1.1 "Building" means the building edged blue on the Plan numbered 1 attached
hereto known as Xxxxxxxxx Xxxxx, Xxxxxxxxx Xxxxxx Xxxx, Xxxxxxxxx Xxxx,
Xxxxxxx Xxxxxxx Xxxxxx, Belfast
1.2 "Property" means the part of the first floor of the Building described at
clause 2.1 outlined in red on the Plan numbered 2 attached hereto
1.3 "Term" means the period of five years beginning on 29th June 2001 and
ending on 28th June 2006
1.4 "Rent" means (pound) 15,000 per year plus VAT thereon
1.5 "Rent Commencement Date" means 29th September 2001
1.6 "Insurance Commencement Date" means 29th June 2001
1.7 "Service Charge Commencement Date" means 29th June 2001
1.8 "Tenant's Share" means 50 per cent
1.9 "Initial Provisional Service Charge" means(pound)390.50
1.10 "Adjoining Premises" means any nearby property in which the Landlord has or
acquires during the Term a freehold or leasehold interest
1.11 "Common Parts" means all those parts of the Building that are provided by
the Landlord for common use and enjoyment by the tenants and occupiers of
the Building and all persons expressly or by implication authorised by them
including for example the entrance, entrance halt and lobby serving the
Building as outlined and hatched in blue on the Plan numbered 2 attached
hereto
1.12 "Competent Authority" includes a government department any local regulatory
public or other authority or a court of competent jurisdiction
1.13 "Conducting Media" includes all drains channels sewers flues conduits ducts
pipes wires cables watercourses gutters culverts soakaways and other
similar transmission media and installations and all fixings louvres cowls
covers and other ancillary apparatus and references to
Conducting Media being "in" or "on" include Conducting Media in or under
over or through the Property
1.14 "Estate" means Edgewater Office Park of which the Building forms part
1.15 "Independent Surveyor" means a member of the Royal institute of Chartered
Surveyors (Northern Ireland Branch) in the absence of agreement between the
parties appointed by the President for the time being of the Law Society of
Northern Ireland
1.16 "Landlord" includes the person from time to time entitled to possession of
the Property when this Lease comes to an end
1.17 "this Lease" includes (except where the contrary is indicated) any document
supplemental or collateral to this document or entered into in accordance
with its terms
1.18 "Losses" includes all liabilities incurred by the Landlord all damage and
loss (0ther than economic and/or consequential loss) suffered by it and all
damages awarded against it all claims demands actions and proceedings made
or brought against it and all costs disbursement and expenses incurred by
it
1.19 "1996 Order" means The Business Tenancies (Northern Ireland) Order 1996
1.20 "Other Buildings" means any building or other structure now erected on the
Adjoining Premises or erected on the Adjoining Premises during the Term
1.21 "Outgoings" includes rates taxes assessments impositions duties levies
charges and other outgoings of any type but excluding any tax imposed on
the Landlord in respect of the receipt of Rent or other payment made by the
Tenant under this Lease or on any disposition or dealing with or the
ownership of the reversion of this Lease
1.22 "Plan" means the plan or plans annexed to this Lease
1.23 "Planning Orders" means the Planning (NI) Order 1992, the Planning Order
(NI) 1991, Planning (Hazardous Substances) Regulations (NI) 1993 and the
Planning (General Development) Order (NI) 1993 and other legislation
relating to planning and any statutory modification or re-enactment of such
legislation for the time being in force and any order regulation permission
consent and direction made or issued under any such legislation.
1.24 "Plant" means all apparatus machinery and equipment within the Building
from time to time including (for example) boilers items relating to
mechanical ventilation heating and cooling and closed circuit television
systems but not anything the maintenance of which is the direct
responsibility of any tenant within the Building
1.25 "Superior Lease" means the Lease under which the Landlord holds the
Property dated 21st June 1999 and made between (1) Tactical Properties (NI)
Limited, (2) Edgewater Office Park Limited and (3) Parfa Limited
1.26 "Tenant" includes the person from time to time in whom the tenant's
interest under tills Lease is vested
1.27 "Utilities" means electricity gas water sewage telecommunications and data
1.28 "VAT" means value added tax and any tax of a simi1ar nature substituted for
it or in addition to it
1.29 references:
1.29.1 to a particular statute or part of it ("statutory reference")
include (except where the contrary is indicated) any relevant
derivative legislation and refer to that statutory reference as
it may have been extended modified amended or re-enacted by the
date upon which its construction is relevant for the purposes of
this Lease and not as originally enacted or as at the date of
this Lease
1.29.2 generally to "statute" or "statutes" include derivative
legislation and any Regulation or other legislation of the
European Community that is directly applicable in the United
Kingdom and incLude existing statutes and those that come into
effect during the Term
1.29.3 to "parties" or "party" mean the Landlord and the Tenant or
either of them
1.29.4 to the expiry of the Term or to the last year of the Term are
(subject to clause 17.7) to the end of the Term and the last year
of the Term however the Term comes to an end whether by effluxion
of time or in any other way including (for example) determination
by forfeiture
1.29.5 to the base lending rate are to the base lending rate of First
Trust Bank in Northern Ireland or if it has been abolished to the
equivalent rate that has replaced it or if none to the rate of
interest most comparable with the base lending rate determined
in the absence of agreement between the parties by the
Landlord's surveyor acting reasonably and professionally
1.30 any consent of the Landlord must be in writing and signed by or on its
behalf if it is to be effective under this Lease
1.31 where the consent of the Landlord is required it may be given subject to
any necessary further consent being obtained from a superior landlord and
nothing in this Lease implies that this further consent may not be
unreasonably withheld although the landlord will use all reasonable
endeavours to obtain such consent(s)
1.32 whenever the Landlord or the Tenant consists of more than one person any
ob1igation of or to that party is of or to those persons separately all
together or in any combination
1.33 whenever this Lease provides for questions to be referred to or
determinations to be made by the Landlord's surveyor the provisions of
clause 17.11 apply
1.34 words importing one gender include all genders
1.35 any covenant by the Tenant not to do any act or thing includes an
obligation not to allow that act Or thing to be done
1.36 the headings are for locating references in the text and are not to be
taken into account in interpretation
2. Demise
2.1 The Landlord demises to the Tenant the part of the Building referred to in
Clause 1.2 shown for the purpose of identification only edged red on the
Plan numbered 2 including:
2.1.1 the paint paper and other decorative finishes applied to the
interior of the external walls and columns of the Building but
not any other part of the external walls and columns
2.1.2 the floor finishes but nothing below them
2.1.3 the ceiling finishes and any suspended ceilings but nothing above
the ceiling finishes
2.1.4 any non-load-bearing internal walls wholly within the Property
2.1.5 the inner half of the internal non-load-bearing walls dividing
the Property from other parts of the Building
2.1.6 the doors and windows and the door and window frames
2.1.7 all additions and improvements
2.1.8 all fittings installed by the Landlord
2.1.9 all fixtures (whether or not fixed to the property at the
commencement of the Term) except any installed by the Tenant that
can be removed without defacing the Property
2.1.10 any Conducting Media wholly in the Property that exclusively
serve the Property
TO HOLD the same unto the Tenant for the Term.
3. Rights
3.1 The Landlord grants to the Tenant;
3.1.1 the right insofar as the Landlord is able to grant same to use
the Common Parts for all proper purposes in connection with the
use and enjoyment of the Property including (for example) to pass
to and from the Property
3.1.2 the right insofar as the Landlord is able to grant same to pass
to and from the Property along the roads within the Estate with
or without vehicles of any description for all purposes connected
with the use and enjoyment of the Property but not to park or
except in an emergency to stop on them
3.1.3 the right subject to temporary interruption for repair alteration
or re-placement to the transmission of Utilities to and where
appropriate from the Property through the Conducting Media now in
the Building that serve the Property (the Landlord using all
reasonable endeavours to repair alter or replace same as soon as
reasonably possible)
3.1.4 the right of support and protection for the Property that is now
enjoyed from the Building
3.1.5 the right in an emergency to pass through any parts of the
remainder of the Building that have been designated by the
Landlord from time to time in accordance with any regulation or
requirement of the fire officer or other Competent Authority
3.1.6 the sole right to use Four (4) parking spaces in the car park
serving the Building designated by the Landlord from time to
time ("the Parking Area") for the parking of one private motor
car in each space Together with the right in common as aforesaid
to use the car parking areas situate within the Estate which are
not allocated for the sole use of any other person or company
3.1.7 the right to display on a notice board provided by the Landlord
and prominently displayed in the entrance hall of the Building
the Tenant's name and any other details approved by the Landlord
in a form and manner approved by the Landlord and consistent with
existing signage (such approval not to be unreasonably withheld
or delayed)
3.1.8 the right to display in an appropriate manner immediately outside
the mainenance of the Property a notice indicating the name of
the Tenant and all companies whose registered office is the
Property in a form and manner approved by the Landlord (such
approval not to be unreasonably withheld),
3.2 The rights mentioned in clauses 3.1.1. 3.1.2, 3.1.5 and 3.1.6 may also be
exercised by any person expressly Or by implication authorised by the
Tenant but only for proper purposes connected wIth the use or enjoyment of
the Property
3.3 All the rights mentioned in clauses 3.1.1 and 3.1.3 to 3.1.5 may also be
exercised by the Landlord and by any person authorised by the Landlord and
by any person who is or who becomes entitled to use them
4. Exceptions
The following are excepted and reserved in favour of the Landlord (and may also
be exercised by any person authorised by the Landlord or by any person who is or
who becomes entitled to exercise them);
4.1 the right to the transmission of Utilities from and to the remainder of
the Building and the Adjoining Premises through the Conducting Media that
are now or may during the Term be on the Property
4.2 the right at convenient times to both parties and upon reasonable written
notice (except in cases of emergency) to enter the Property for any of the
purposes mentioned in c1ause l2.4.1
4.3 the right to erect scaffolding for altering refurbishing refitting
repairing or c1eaning the Building and Other Buildings even if this
scaffolding temporarily restricts the use and
enjoyment of the Property by the Tenant (the Landlord using all reasonable
endeavours to complete such works as soon as reasonably possible)
4.4 the right to build upon alter rebuild develop or use the Adjoining Premises
even if this affects the light and air coming to the Property or causes
nuisance damage annoyance or inconvenience to the Tenant or occupier of the
Property by noise dust vibration or otherwise provided that the Landlord
uses all reasonable endeavours to complete such works as soon as reasonably
possible and makes good any damage caused using all reasonable endeavours
to avoid undue business interruption having due regard to the Tenant's user
of the Property.
4.5 the right to alter refurbish refit and repair the Building or to raise the
height of the Building even if this affects the light and air coming to the
Property or causes nuisance damage annoyance or inconvenience to the Tenant
or occupier of the Property by noise dust vibration or otherwise provided
that the Landlord uses all reasonable endeavours to complete such works as
soon as reasonably possible and makes good any damage caused using all
reasonable endeavours to avoid undue business interruption having due
regard to the Tenants user of the Property
4.6 the right in an emergency to pass through the Property in accordance with
any regulation or requirement of any Competent Authority
4.7 the right of support and protection from time to time enjoyed by other
parts of the Building
4.8 all things which are excepted or reserved by the Superior Lease or any
lease superior to it.
5. Rent
The Tenant covenants with the Landlord to pay the Rent without any deduction or
set-off by equal quarterly payments in advance on the usual quarter days and:
5.1 the first payment is for the period beginning on the Rent Commencement Date
and ending on the day before the next quarter day
5.2 the first payment is due on the Rent Commencement Date
5.3 Rent for a period of less than a year is to be apportioned on a daily basis
(5.4) if required in writing by the Landlord the Tenant must make these
payments by banker's order or direct transfer to any bank and account in
the United Kingdom that the Landlord may nominate
6. Repair cleaning and decoration
The Tenant covenants with the Landlord:
6.1 to keep the Property in repair but the Tenant need not do so where the
disrepair is caused by
6.1.1 a risk against which the Landlord has covenanted in this Lease to
insure or by any additional risk against which the Landlord has
insured except where the insurance money is irrecoverable through
an act or omission of the Tenant or any person deriving title
under the Tenant
6.1.2 an event for which criminal damage compensation may be payable
6.1.3 fair wear and tear
6.2 to replace any of the fixtures which become beyond repair during the Term
6.3 to clean the Property and keep it clean and tidy and to clean the interior
of the windows and window frames in the Property at least once a month
6.4 not to cause the Common Parts or any other area abutting the Property to be
untidy
6.5 so often as is reasonably necessary to maintain the high quality of the
appearance of the Property and, in any event, in the last year of the Term,
howsoever the same may arise, to redecorate the interior of the Property in
a good and workmanlike way and with appropriate materials of good quality
to the reasonable satisfaction of the Landlord and to obtain the Landlord's
approval (such approval not to be unreasonably withheld or delayed) of any
change in the colours on each redecoration
7. Alterations
The Tenant covenants with the Landlord:
7.1 not to unite the Property with any adjacent property
7.2 not to make any addition or structura1 alteration to the Property
7.3 before installing any internal demountable partitions at the Property to
obtain the approval of the Landlord to the use of that type of partitioning
and the subsequent installation repositioning or removal of internal
demountable partitions of a type approved by the Landlord will not be a
breach of the preceding clause
7.4 at the expiry of the Term and if requested by the Landlord to remove any
internal demountable partitions and any addition or alteration made to the
property and to xxxx xxxx where the Property has been damaged by the
removal
7.5 not to connect with any Conducting Media which serve the Property unless it
has obtained the approval of the relevant authority and the Landlord (the
Landlord's approval not to be unreasonably withheld or delayed)
7.6 not to make any alteration or addition to the electrical installation at
the Property or to connect any apparatus to the installation that might
endanger or overload it
8. Use
The Tenant covenants with the Landlord:
8.1 not to use the Property except as offices and (for example) not to use the
Property or any part of it as residential accommodation nor to keep any
animal on it
8.2 not to do any act or allow to remain upon the Properly any substance or
article which may constitute a nuisance or which may cause inconvenience
disturbance or injury or annoyance to the Landlord or the occupiers of
other parts of the Building or cause damage to the Building
8.3 not to use the Property for any dangerous noisy or offensive occupation or
for any illegal or immoral purposes
8.4 to use the Parking Area only for parking not more than one vehicle in each
of the designated bays and not (for example) to keep on the Parking Area
any materials equipment bins crates boxes or any skip or other receptacle
for refuse or any caravan or temporary building
8.5 not to discharge into any Conducting Media in or that serve the Building
any substance that may obstruct them or cause damage or danger or any
noxious poisonous or radioactive matter or anything likely to pollute or
contaminate
8.6 not to overload the Property
8.7 not to leave the Property continuously unoccupied for more than a month
without notifying the Landlord and providing such security arrangements as
the Landlord and the insurers reasonably require
8.8 to employ for cleaning the Property a firm or company approved by the
Landlord and no other firm or company (such approval not to be unreasonably
withheld)
8.9 not to place anything outside the Property or cause any obstruction of the
Common Parts
8.10 not to place on the windows of the Property so as to be visible from the
outside of the Property any notice sign sticker or advertisement
8.11 not to interfere with the heating of the Building or to impose an
additional load on any heating plant in the Building
8.12 to operate the heating equipment in the Property in accordance with
reasonable regulations made by the Landlord from time to time
8.13 not to play or use at the Property any equipment that is audible in the
Common Parts or outside the Building
8.14 to comply with the requirements of the supply authority with regard to the
electrical wiring installation and equipment in the Property and not to
overload them
8.15 to comply with all reasonable regulations made by the Landlord from time to
time for the management of the Building in accordance with the principles
of good estate management but nothing in them may purport to vary this
Lease and if there is any inconsistency between the terms of this Lease and
the regulations this Lease will prevail
9. Planning
The Tenant covenants with the Landlord:
9.1 not to commit any breach of planning control and to comply with the
Planning Orders in relation to the Property except in respect of any
non-conformance with the Planning Orders as at the date of this Lease
9.2 not to make any application for planning permission iii relation to the
Property
10. Alienation
The Tenant covenants with the Landlord:
10.1 except to the extent permitted under the subsequent provisions of this
clause not to:
* part with possession of the Property or any part of it
* permit another to occupy the Property or any part of it
* share the occupation of the Property or any part of it
* hold the Property or any part of it on trust for another
10.2 not to assign underlet or charge part only of the Property
10.3 not to assign underlet or charge the whole of the Property (save by way of
floating charge) without the consent of the Landlord such consent not be
unreasonably withheld or delayed where the Tenant has complied with the
appropriate provisions of clauses 10.4-l0.7
10.4 to procure that any assignee enters into covenants with the Landlord to
observe all the Tenant's covenants and all the other provisions of this
Lease during the residue of the Term
10.5 on an assignment to a limited company and if the Landlord reasonably
requires to procure that at least two directors of the company or some
other persons acceptable to the Landlord (such acceptance not to be
unreasonably withheld) enter into covenants with the Landlord guaranteeing
the performance of the assignee in such form as the Landlord reasonably
requires
10.6 in relation to every underlease to ensure that;
10.6.1 it is granted without a fine or premium at a rent no lower than
the then open market rent approved by the Landlord (such
approval not to be unreasonably withheld)
10.6.2 the rent is payable quarterly in advance on days no later than
the days when rent is payable under this Lease
10.6.3 it contains provisions approved by the Landlord (such approval
not to be unreasonably withheld or delayed):
10.6.3.1 for the upwards-only review of the rent in such
form as the Landlord reasonably requires or
approves
10.6.3.2 for the rent to be reviewed on such dates approved
by The Landlord
10.6.3.3 prohibiting the undertenant from doing or allowing
any act or thing in relation to the Property
inconsistent with or in breach of the provisions
of this Lease
10.6.3.4 for re-entry by the under landlord on breach of
any covenant by the undertenant
10.6.3.5 imposing an absolute prohibition against all
dealings with the Property other than an
assignment or charge of the whole
10.6.3.6 prohibiting any assignment or charge of the whole
of the Property without the consent of the
Landlord under this Lease
10.6.3.7 prohibiting the undertenant from parting with
possession or permitting another to share or
occupy or hold on trust for another the Property
or any part of it
10.6.3.8 imposing in relation to any permitted assignment
the same obligations for consent and registration
with the Landlord as are in this Lease in
relation to dispositions by the Tenant
10.7 before any permitted underletting to procure that the undertenant enters
into covenants with the Landlord to the same effect as those required of an
assignee
10.8 in relation to any permitted underlease:
10.8.1 to enforce the observance by every undertenant of the provisions
of the underlease and not at any time to waive any breach of the
covenants or conditions on the part of any undertenant or
assignee of any underlease nor (without the consent of the
Landlord such consent not to be unreasonably withheld) to vary
the terms of any permitted underlease
10.8.2 not to agree any reviewed rent with the undertenant without the
approval of the Landlord such approval not to be unreasonably
withheld or delayed
10.8.3 not to agree any appointment of a person as the third party
determining the revised rent without the approval of the Landlord
such approval not to be unreasonably withheld
10.8.4 to incorporate as part of its representations to that third party
representations reasonably required by the Landlord
10.8.5 to give the Landlord details of every rent review within
twenty-eight days of its 0utcome
10.9 within twenty-one days of any assignment charge underlease or any
transmission or other devolution relating to the Property to produce for
registration with the Landlord's solicitor a certified copy of any
relevant document and to pay the Landlord's solicitor's reasonable charges
for registration of at least(pound)25
11 Underlease Covenants
The Tenant covenants with the Landlord:
11.1 to observe the covenants on the part of the lessee and the conditions
contained in the Superior Lease (other than the payments of rent) and in
any lease superior to it so far as they relate to the Property
11.2 not to omit or allow anything which might cause the Landlord to be in
breach of the Superior Lease and any lease superior to it or which if done
omitted or allowed by the Landlord might be a breach of the covenants on
the part of the Lessee or the conditions contained in the Superior Lease
11.3 to pay as rent to the Landlord the Tenant's Share of the service charge
payable from time to time by the Landlord under the Superior Lease
11.4 to permit the Landlord upon reasonable written notice (except in emergency)
to enter the Property for any purpose that is in the reasonable opinion of
the Landlord necessary to enable it to comply with the Covenants on the
part of the Lessee and the conditions contained in the Superior Lease.
11.5 to permit any superior landlord and it persons authorised by any superior
landlord to enter the Property for the purposes specified and upon the
terms contained in the Superior Lease or in any lease superior to it as if
the provisions in those documents dealing with the lessor's access to the
Property were incorporated into this Lease
12. Tenant's other covenants
Tenant covenants with the Landlord:
12.1 Outgoings
---------
12.1.1 to pay and to indemnify the Landlord against:
12.1.2 all Outgoings which now or during the Term are charged assessed
Or imposed on the Property or on its owner lessor lessee or
occupier
12.1.3 the Tenants Share of all Outgoings which now or during the Term
are charged assessed or imposed on the Building (except where
these are recovered under clause 15)
12.2 Supplies
--------
12.2.1 where a separate supply is provided to the Property to pay the
supplier and to indemnify the Landlord against all charges for
Utilities and other supplies consumed on the Property and to pay
all equipment rents
12.2.2 where supply charges are made in reLation to the Building
(including, for example the supply of gas for heating purposes)
to indemnify the Landlord against the Tenants Share of said
charges (except where these are recovered under clause 15)
l2.3 VAT
---
12.3.1 to pay to and indemnify the Landlord against any VAT that may be
chargeable on the Rent or any other payment made by the Tenant
under this Lease addition to the Rent or other payment (VAT being
recoverable as if it were rent where it is charged on Rent or on
a payment that is either reserved as additional rent or that this
Lease provides is recoverable as if it were rent)
12.3.2 whenever the Tenant has agreed in this Lease to reimburse the
Landlord for a payment made by the Landlord to reimburse the
Landlord in addition for any VAT paid by the Landlord on that
payment unless the VAT is recovered by the Landlord
12.4 Access of Landlord and notice to repair
---------------------------------------
12.4.1 to permit the Landlord and all persons properly authorised by the
Landlord in writing at convenient times to both parties and on
reasonable written notice (except in an emergency) to enter the
Property:
12.4.1.1 to establish if the provisions of this Lease have
been observed
12.4.1.2 to view the condition of the Property the Building
the Conducting Media and the Plant
12.4.1.3 to alter the Building the Conducting Media and the
Plant and to install additional Conducting Media
and Plant
12.4.1.4 to carry out the Services
12.4.1.5 to take schedules and inventories
12.4.1.6 to exercise any right granted or reserved to the
Landlord by this Lease
12.4.1.7 for any proper purpose connected with the
insurance of the Building the review of the Rent
or the renewal of this Lease
12.4.1.8 for any reasonable and proper purpose connected
with the management of the Building
12.4.1.9 to give to the Tenant (or to leave at the
Property) a notice:
* specifying any breach of covenant by the Tenant
* specifying any work carried out in breach of
the provision of this Lease
* requiring the Tenant immediately to remedy the
breach and to reinstate the Property
12.4.2 immediateLy to repair clean and decorate the Property or to carry
out other work as required by the notice
12.4.3 to allow the Landlord and all persons authorised in writing by
the Landlord to enter the Property by prior arrangement to carry
out the work that is needed to comply with the notice and to pay
to the Landlord the cost of doing so within twenty one days of
the Landlord having completed such work and of a written demand
thereafter if:
12.4.3.1 within thirty days of service of the notice the
Tenant has not both begun and then continued the
work referred to in the notice or
12.4.3.2 the Tenant fails to complete the work as soon as
reasonably practicable after service of the notice
12.5 Signs
-----
If requested by the Landlord to display a sign showing the Tenant's trading name
of a size and kind approved by the Landlord (such approval not to be
unreasonably withheld) at a point or points in the Common Parts or on the
exterior of the Building as reasonably specified by the Landlord
12.6 Statutes notices and orders
----------------------------
12.6.1 to comply with every statute and any notice or order from a
Competent Authority that relates to the Property or any substance
or article on the Property and whether applicable to the Tenant
or the owner lessor lessee or occupier of the Property except
that nothing in this Clause shall make the Tenant liable for any
non compliance with any of same existing as at the date of this
Lease
12.6.2 to produce as soon as reasonably practicable to the Landlord a
copy of any such notice or order that is served on the Property
or the Tenant
12.6.3 at the request and expense of the Landlord to make or join with
the Landlord in making any reasonable representations that the
Landlord reasonably considers appropriate or otherwise contesting
any proposal of a Competent Authority that re1ates to or includes
the Property
12.7 Equipment
---------
12.7.1 not to install or use on the Property any equipment which causes
noise or vibration detectable outside the Property or damage to
the Property the Building Plant or Conducting Media
12.7.2 to keep all equipment on the Property properly maintained to
renew all parts when recommended or necessary and to ensure that
the equipment is properly operated
12.8 Defective premises
------------------
12.8.1 to give notice as soon as practicable after becoming aware of
same to the Landlord of any defect in the Property which might
give rise to liability or duty on the Landlord
12.8.2 to display all notices relating to the Property which the
Landlord may reasonably require
12.9 Encroachments
-------------
12.9.1 not to stop up darken or obstruct any windows at the Property
12.9.2 to take all reasonable steps to prevent any encroachment or
easement being made or acquired over the Property and to give
notice to the Landlord as soon as reasonably practicable if any
is attempted
12.10 Evidence of compliance
-----------------------
If required to produce to the Landlord such evidence as the Landlord may
reasonably and properly require to satisfy itself that the provisions of this
Lease have been complied with
12.11 Indemnity
---------
to be responsible for and to keep the Landlord indemnified against all Losses
resulting directly or indirectly from any breach by the Tenant of the provisions
of this Lease
12.12 Keyholders
----------
to ensure that at all times both the Landlord and the local police are aware of
the name address and home telephone number of at least two keyholders of the
Property
12.13 Interest
--------
12.13.1 to pay interest at a yearly rate of 3% above First Trust Bank
base lending rate from time to time on any Rent or other sum
payable under this Lease that is not paid on its due date
12.13.2 to pay this interest from the due date to the date of payment
(both before and after any judgment) calculated on a daily basis
(and compounded with rests on the usual quarter days) but nothing
in this clause entitles the Tenant to withhold or delay any
payment or affects the rights of the Landlord in relation to
non-payment
12.14 Landlord's costs
----------------
12.14.1 to pay to the Landlord on an indemnity basis all reasonable and
proper costs and other expenses incurred by the Landlord in
relation to:
12.14.1.1 every application made by the Tenant for consent
whether it is granted refused offered subject to
any qualification or withdrawn
12.14.1.2 the preparation and service of a notice under
Section 14 of the Conveyancing Xxx 0000 even if
forfeiture is avoided otherwise than by a court
order
12.14.1.3 the recovery of Rent or other sums due from the
Tenant
12.14.1.4 enforcing or requiring the Tenant to remedy a
breach of the provisions of this Lease
12.14.1.5 any steps taken in connection with the preparation
and service of a schedule of dilapidations during
or within 3 calendar months of the expiry of the
Term
12.15 Sale of reversion
-----------------
to permit at reasonable times upon reasonable notice agents or prospective
buyers of any interest superior to this Lease to view the Property provided they
are authorised by the Landlord or its agent and to permit the Landlord or any
superior landlord to fix on the Property a notice or board indicating that an
interest superior to this Lease is for sale (so, however, that such notice shall
not in any way materially affect Tenants enjoyment and use of the Property)
12.16 Re-letting
-----------
to permit the Landlord or its agent at any time during the last six months of
the Term to fix upon any appropriate part of the Property a notice or board
indicating that the Property will be available for letting and during that
period to permit persons with the authority of the Landlord or its agent to view
the Property after reasonable notice and provided that notice or board shall not
materially interfere with the Tenant's use and enjoyment of the Property
12.17 Yield up
--------
at the expiry of the Term:
12.17.1 to yield up the Property decorated and repaired in accordance
with and in the condition required by the provisions of this
Lease
12.17.2 to give up all keys of the Property to the Landlord
12.17.3 to remove the Tenant's fittings (if requested by the Landlord)
and all signs erected by the Tenant in the Common Parts or on the
exterior of the Building and to make good any damage caused by
the removal
12.18 Criminal Damage
---------------
In the event of a claim arising pursuant to the Criminal Damage (Compensation)
(NI) Order 1977 or any statutory modification or re-enactment thereof in respect
of Losses incurred by the Landlord in respect of the Building to provide without
delay all reasonable assistance to the Landlord in maximising its claim for
compensation.
13 Landlord's covenants
The Landlord covenants with the Tenant
13.1 Quiet enjoyment
---------------
to permit the Tenant to hold the Property peaceably and without any interruption
by the Landlord or any person claiming under or in trust for the Landlord
13.2 Exercising rights
-----------------
in exercising the rights involving entry to the Property to cause (and to ensure
that those exercising the rights on its behalf cause) as little damage as is
reasonably practicable to the Property and to make good any damage thereby
caused and to cause as little nuisance and inconvenience as possible
13.3 Superior Lease
--------------
to pay the rent reserved by arid perform and observe the covenants and
conditions contained in the Superior Lease
14. Insurance
14.1 Landlord's convenants
---------------------
The Landlord covenants with the Tenant:
14.1.1 to insure the Building against damage caused by fire lightning
explosion aircraft (or other aerial device) or articles falling
from then, riot civil commotion malicious persons act or
terrorism earthquake storm tempest flood bursting and overflowing
of water pipes tanks and other apparatus impact by mechanically
propelled vehicles and any other risks that the Landlord may
decide although:
14.1.1.1 the obligation to insure against any particular
risk is subject to insurance for that risk being
ordinarily available from a reputable insurer for
the Building and
14.1.1.2 this insurance will be subject to any exclusions
conditions and excesses that the insurer requires
14.1.2 to effect this insurance with a reputable insurance company or
with reputable underwriters and through any agency that the
Landlord may from time to time reasonably decide
14.1.3 that this insurance will be for the full cost of reinstatement
including (for example);
* temporarily making the Building safe and protecting any
adjoining structures
* debris removal demolition and site clearance
* obtaining planning and all other statutory and other
consents
* architects' surveyors' and other fees
* complying with the requirements of any statutes or of any
Competent Authority any VAT that may be payable on or in
respect of any of these costs and fees
14.1.4 to produce to the Tenant on demand reasonable evidence of the
terms of the policy and of payment of the last premium
14.1.5 to notify the Tenant of any change in the risks covered by the
policy
14.2 Tenant's covenants
------------------
The Tenant covenants with the Landlord:
14.2.1 to pay as rent to the Landlord within fourteen days of a demand
and (if so demanded) in advance of the date of renewal (but not
more than 28 days in advance) sums equal to:
14.2.1.1 the Tenant's Share of the premiums paid or to be
paid by the Landlord for insuring the Building in
accordance with its obligations in this Lease and
the whole of any increased premiums required as a
result of the Tenant's use of the Property or
anything brought onto the Property by the Tenant
14.2.1.2 the premiums paid or to be paid by the Landlord
for insuring for three years' loss of rent under
this Lease
14.2.1.3 the Tenant's Share (or such other percentage that
is properly attributable to the Property to be
determined in the absence of agreement by the
Landlord's surveyor) of the premiums paid or to be
paid by the Landlord for any third parry liability
including public and property owner's and
employer's liability in respect of the Building
against which the Landlord may at any time
reasonably and properly insure
14.2.2 to pay the proportion of the sum referred to in clause 14.2.1 for
the period beginning on the Insurance Commencement Date and
ending on the day immediately before the next renewal date on the
grant of this Lease or if later on the Insurance Commencement
Dare or when demanded
14.2.3 to give notice to the Landlord of any matters (whether existing
or that arise during the Term) that a prudent insurer might treat
as material in deciding whether or on what terms to insure or to
continue to insure the Building
14.2.4 to comply with all the requirements and recommendations of the
insurer and the fire officer
14.2.5 not to do or omit anything that could cause the insurance
effected under clause 14.1 to become void or voidable wholly or
in part and if the Building is destroyed or damaged by a risk
against which the Landlord has covenanted in this Lease to insure
and the insurance money is wholly or partly irrecoverable by
reason solely or in part of any act or omission of the Tenant or
anyone claiming tide under the Tenant to pay to the Landlord the
whole or where appropriate the irrecoverable part of the cost of
reinstatement
14.2.6 not to do or omit anything that could cause any additional or
increased premiums to become payable unless the Tenant has
previously obtained the approvals of the Landlord and the insurer
the approval of the Landlord not to be unreasonably withheld
14.2.7 not to bring or store on the Property anything which is explosive
or specially combustible
14.2.8 to keep the Property supplied with the equipment for the
detection and fighting of fire that is reasonably required by the
Landlord or that the insurer or Competent Authority may require
and to maintain this equipment in working order and to the
satisfaction of the insurer or the fire officer and to the
reasonable satisfaction of the Landlord and at least once every
six months to have this equipment inspecting by a competent
person but nothing in this clause shall render the Tenant liable
to expend capital sums on effecting any improvement to the
Property other than where such improvement arises from any
requirement associated with the Tenant's user of the Property
14.2.9 not to obstruct the access to any fire equipment or the means of
escape from the Property or to lock any fire door while the
Property is occupied
14.2.10 to give notice to the Landlord as soon as reasonably practicable
after any event happens against which the Landlord may have
insured under this Lease
14.2.11 to do nothing to prejudice any claim made by the Landlord or to
prevent or impede any reinstatement being carried out by the
Landlord under clause 14.4.1.4
14.3 Suspension of Rent
------------------
14.3.1 "Insured Damage" means that the Building is destroyed or damaged
by any risk against which the Landlord has covenanted in this
Lease to insure or by any additional risk against which the
Landlord has insured or by which compensation is payable under
the Criminal Damage (Compensation) (NI) Order 1977 or any
statutory modification or re-enactment thereof and payment of the
insurance money or compensation is not refused wholly or in part
as the result of an act or omission of the Tenant or any person
deriving title under the Tenant
14.3.2 Whenever Insured Damage occurs and the Property or any part of it
is unfit for use or access to and enjoyment thereof is not
available the Rent insurance rent and Service Charge (or a fair
proportion of them according to the nature and extent of the
damage) will not be payable until the Property is (or the
affected parts are) again fit for use and the proportion will be
determined (in the absence of agreement) by an Independent
Surveyor
14.4 Reinstatement
-------------
14.4.1 Whenever Insured Damage occurs the Landlord covenants with the
Tenant:
14.4.1.1 immediately to notify the insurer and/or Competent
Authority (as appropriate) of the damage and to
claim all sums due under the insurance policy
and/criminal damage compensation scheme, as
appropriate
14.4.1.2 to use all reasonable endeavours to procure the
payment by the insurer and/or the Competent
Authority of all sums properly due under the
insurance policy and/or criminal damage
compensation scheme (as appropriate) at the time
and in the manner required by the policy and/or
scheme
14.4.1.3 to apply for and use all reasonable endeavours to
obtain all planning permissions building
regulation consents and other consents and
licences that are required to enable the Landlord
to reinstate ("the Permissions")
14.4.1.4 to apply all insurance/compensation money received
(except sums for loss of rent) in reinstating the
Building as soon as the Permissions have been
obtained or immediately where no Permissions are
required
14.4.2 The Landlord need not reinstate while prevented by any of the
following:
14.4.2.1 failure by the Landlord to obtain the Permissions
despite using all reasonable endeavours
14.4.2.2 the grant of any of the Permissions subject to a
lawful condition with which it would be
unreasonable to expect the Landlord to comply or
the planning authority's insistence that as a
pre-condition to obtaining any of the Permissions
the Landlord must enter into an agreement with the
planning authority that would contain a term with
which it wou1d be unreasonable to expect the
Landlord to comply
14.4.2.3 some defect in the site upon which the
reinstatement is to take place so that it could
not be undertaken or undertaken only at excessive
cost
14.4.2.4 war act of God government action strike lock-out
or any other similar circumstance beyond the
control of the Landlord
14.5 Termination
-----------
14.5.1 Whenever Insured Damage occurs and the Property or any part of it
is still unfit for use or access to and enjoyment thereof is
still not available one year after the date upon which it first
became unfit either party may for so long as the Property or part
remains unfit serve on the other a notice referring to this
clause whereupon this Lease will immediately come to an end
14.5.2 Termination under the preceding clause will not affect any rights
that either party may have against the other (including for
example any that the Tenant may have for breach by the Landlord
of clause 12.4.1) and all insurance money received in respect of
the Building will belong to the Landlord
15 Services and service charge
The Landlord covenants with the Tenant:
15.1.1 to repair (and whenever the Landlord acting reasonably and in the
interests of economy regards it as necessary in order to repair
to replace or renew parts of) maintain, clean and decorate the
exterior and structure of the Building including (for example):
* the roofs and foundations
* the load-bearing walls and columns
* the external walls including the cladding
* the floors and ceilings
* all other structural parts
but excluding the finishes applied to the internal walls
ceilings and floors in the Lettable Areas
15.1.2 to repair the 0uter half of all non-load bearing walls that
separate the Lettable Areas from the Common Parts
15.1.3 to contribute to the maintenance, repair, cleaning, decorating
and lighting of the Common Parts in accordance with its
obligations as contained in clause 1 (6) (b) of the Superior
Lease (other than any amount recoverable under cLause 15.3.4.7)
15.1.4 to maintain clean overhaul service and (whenever the Landlord
considers it appropriate) renew or replace and where appropriate
to insure the Plant and the Conducting Media in or that serve the
Building but not nay that are the direct responsibility of any
tenant within the Building
15.1.5 to clean the exterior of all windows and window frames in the
Building and the interior of all windows and window frames not
within Lettable Areas
15.1.6 to supply maintain service and keep in good condition and
(whenever the Landlord considers it appropriate) to renew or
replace all fixtures fittings furnishings bins receptacles tools
appliances equipment door furniture carpet and other things That
the Landlord may deem desirable for performing the Services or
for the appearance or upkeep of the Building other than in the
Lettable Areas
15.1.7 to comply with the requirements of the insurers or of any
statute (existing or to be passed) or Competent Authority that
relate to the Building and for which no tenant is directly liable
15.1.8 to provide any other service relating to or for the benefit of
the Building or any part of it that the Landlord considers
appropriate in accordance with the principles of good estate
management
15.1.9 to provide all above services in a reasonably efficient and
economic manner.
15.1.10 to use all reasonable endeavours to have the Superior Landlord
comply with its obligations under the Superior Lease and to
comply with the Lessees covenants therein
15.2 Qualified nature of the Landlord's covenants
---------------------------------------------
The Landlord will not be liable to the Tenant for any breach of its obligations
in clause 15.1 where the breach was caused by something beyond the Landlord's
control (provided the Landlord uses all reasonable endeavours to remedy the
breach) except to the extent that the breach:
* could have been prevented or
* its consequences could have been lessened or
* the time during which its consequences were experienced could have been
shortened by the exercise of reasonable skill by the Landlord or th0se
undertaking the obligation on its behalf
15.3 Payment of service charge: definitions
--------------------------------------
In this Lease:
15.3.1 "Services" means the service facilities and amenities mentioned
in clause 15.1
15.3.2 "Net Expenditure" means the difference between Gross Expenditure
and Income
15.3.3 "Gross Expenditure" means:
15.3.3.1 the costs and expenses incurred by the Landlord
(and any VAT paid by the Landlord unless the VAT
is recovered by the Landlord) in and incidental to
providing the Services
15.3.3.2 all Other Expenses reasonably incurred by the
Landlord and any VAT paid by the Landlord in
relation to these expenses unless the VAT is
recovered by the Landlord
15.3.4 "Other Expenses" means:
15.3.4.1 the reasonable and proper charges and
disbursements of managing agents (up to a maximum
of 5% of the Rent) retained by the Landlord to
undertake on behalf of the Landlord any of its
obligations under this Lease and generally to be
responsible for the management administration
security maintenance and protection of the
Building
15.3.4.2 the reasonable and proper charges and
disbursements of the Landlord's surveyor in
respect of any of the functions undertaken by him
in relation to the Services and Other Expenses and
of the chartered accountant referred to below
15.3.4.3 the reasonable and proper operating costs and
Outgoings in respect of any parts of the Building
that are provided by the Landlord from time to
time for the maintenance and upkeep of the
Building and the provision of the Services
15.3.4.4 the reasonable and proper charges and
disbursements properly incurred by the Landlord in
determining the full cost of reinstatement of the
Building for insurance purposes (but not more than
once in every three year period)
15.3.4.5 the cost of electricity gas oil or other fuel and
water used in connection with the provision of the
Services
15.3.4.6 Outgoings that are charged assessed or imposed
upon the whole of the Building or on parts of the
Building not being Lettable Areas
15.3.4.7 any amount which the Landlord may be properly
called upon to pay under the Superior Lease as a
contribution towards the expense of repairing
maintaining improving or cleaning anything used
exclusively by the Building or its occupiers or by
the Building or its occupiers and any neighbouring
property and the occupiers of that property
15.3.4.8 the cost of making representations against or
otherwise contesting any notice request direction
order certificate or assessment served or issued
by a Competent Authority for which no tenant is
directly liable or a proposal of a Competent
Authority that relates to or that would materially
affect the Building (or any part of it) in the
reasonable opinion of the Landlord unless such
would be directly contrary to the Tenants business
interests in pursuing its use and enjoyment of the
Property for its permitted use
15.3.4.9 the cost of abating a nuisance to any part of the
Building so far as the abatement is riot the
direct responsibility of any tenant
15.3.4.10 the exercise of supplying to the tenants any
regulations relating to the Building
15.3.4.11 the costs where these Cannot be recovered from
another person of enforcing any claim or taking or
defending any proceedings that the Landlord may at
its reasonable discretion take or defend in
relation to the Building including (for example)
any:
* against contractors consultants architects
consulting engineers surveyors or others
employed or engaged in connection with the
Services
* to establish preserve or defend any rights
amenities or faci1ities used or enjoyed by
occupiers of the Building or to which they may
be entitled
15.3.4.12 any excess which may be deducted by the insurer on
a claim made by the Landlord under a policy
effected by the Landlord in accordance with clause
14.1
15.3.4.13 any other sum reasonably and properly incurred by
the Landlord in connection with the Building
provided such sum is incurred in the interest of
good estate management
PROVIDED ALWAYS that the Tenant shall not be required to contribute to the costs
incurred by the Landlord and there shall be excluded from the items comprising
the service charge:
(a) any liability or expense for which the Tenant or the Tenants or occupiers
of the Building may be individually responsible under the terms of the
Leases or other arrangements under which they use or occupy the Building;
(b) any sum or sums incurred by the Landlord in repairing replacing or renewing
the structure of the Building (or any part thereof) or the Conducting Media
serving the Building or the Common Parts or otherwise arising out of any
latent defect in the Building due to its design or attributed to the manner
of itS construction;
(c) any sum or sums incurred by the Landlord in complying with any statutory
provision regulation by-law or other requirement having force of law
including (but not limited to) the cost of putting the Property and/or the
Building into compliance with the provisions of the Planning Acts, Building
Regulations, the Fire Services Northern Ireland Order 1984 and/or any
similar or equivalent legislation now existing or in the future to be
passed.
15.3.5 "Income" means:
15.3.5.1 any money received from an insurance policy which
the Landlord was obliged to take out by virtue of
this Lease or has taken out where the Landlord has
incurred expense as part of the Gross Expenditure
in making good the insured toss or arising as
compensation for insured damage
15.3.5.2 any money recovered from any person (other than
the service charge paid by the tenants in the
Building) in relation to the Landlord's
obligations under this Lease where the Landlord
has incurred the expense as part of the Gross
Expenditure in respect of which the money was
recovered.
l5.3.6 "Accounting Date means 31 December or any other date that the
Landlord may nominate
15.3.7 Provisional Service Charge means the Initial Provisional Service
Charge or for subsequent years such sum as may be fixed for each
year by the Landlord's Surveyor as a reasonable estimate of the
Tenant's Share of the Net Expenditure for that year
15.3.8 "Lettable Areas" means the accommodation in the Building from
time to time let or intended for letting by the Landlord
15.4 Payment of service charge
------------------------
15.4.1 The Tenant must pay to the Landlord the Provisional Service
Charge without any deduction or set-off by equal quarterly
payments on the days upon which the Rent is payable under this
Lease (this sum to be treated as rent) and the full quarterly
installment of the Provisional Service Charge must be paid in
advance for the quarter during which the Term will expire
15.4.2 The first payment of the Initial Provisional Service Charge for
the period beginning on the Service Charge Commencement Date arid
ending on the day before the next rent day is due on the date of
this Lease or the Service Charge Commencement Date whichever is
the later
15.4.3 As soon as possible after every Accounting Date the Landlord will
prepare and supply to the Tenant an account:
15.4.3.1 showing the Net Expenditure the Gross Expenditure
and any Income for the period ending on the
Accounting Date the Landlord referred to in the
account
15.4.3.2 containing a fair summary of the items referred to
in it
15.4.3.3 audited by a chartered accountant or other person
who is qualified by virtue of the Companies
(Northern Ireland) Order 1990 Article 28 for
appointment as auditor of a company
15.4.3.4 including a certificate by the Landlord's Surveyor
of the Tenant's Share of the Net Expenditure for
that period
15.4.4 This account will be conclusive evidence for the purposes of this
Lease of all matters of fact referred to in it save for manifest
error
15.4.5 In the case of the first Accounting Date after the Service Charge
Commencement Date if the proportion of the Tenant's Share of the
Net Expenditure shown in the account apportioned on a daily basis
for the period from the Service Charge Commencement
Date to the first Accounting Date:
15.4.5.1 exceeds the amount already paid as Provisional
Service Charge prior to the first Accounting Date
the Tenant must pay to the Landlord as rent the
excess on demand
15.4.5.2 is less than the amount already paid as
Provisional Service Charge prior to the first
Accounting Date the Landlord will credit the
excess to the Tenant against the next quarterly
payment of Rent and Provisional Service Charge
15.4.6 In the case of every subsequent Accounting Date if the Tenant's
Share of the Net Expenditure shown in the account for the period
beginning on the day after the previous Accounting Date and
ending on that Accounting Date:
15.4.6.1 exceeds the amount paid as Provisional Service
Charge during that period the Tenant must pay to
the Landlord as rent the excess on demand
15.4.6.2 is less than the amount paid as Provisional
Service Charge during that period the Landlord
will credit the excess to the Tenant against the
next quarterly payment of Rent and Provisional
Service Charge
15.4.7 The preceding clause will also apply to the year in which the
Term expires with adjustment either way after apportionment of
the Tenant's Share of the Net expenditure on a daily basis.
16 Forfeiture
16.1 A "Forfeiting Event' is any of the following:
16.1.1 any Rent or sum regarded as rent for the purposes of this Lease
is outstanding for twenty-one days after becoming due whether
formally demanded or not
16.1.2 a breach by the Tenant of any of the provisions of this Lease
16.1.3 the Tenant has any distress or execution levied on its goods at
the Property
16.1.4 the Tenant is Insolvent
16.2 "Insolvent" for the purposes of this Lease means:
16.2.1 in relation to a company any of the following;
* it is deemed unable to pay its debts as defined in the Insolvency
(Northern Ireland) Order 1989 (referred to in this clause us "the
Order") article 103
* a proposal is made for a voluntary arrangement under Part II of the
Order
* a petition is presented for an administration order under Part III of
the Order
* a receiver administrative receiver or manager is appointed
* it goes into liquidation as defined in article 70 of the Order (other
than a voluntary winding up solely for the purpose of amalgamation or
reconstruction of a solvent company)
* a provisional liquidator is appointed under article 115 of the Order
16.2.2 in relation to an individual any of the following:
* he is deemed unable to pay his debts as defined in article 242 of the
Order
* an application is made for an interim order or a proposal is made for
a voluntary arrangement under Part VIII of the Order or
* a bankruptcy petition is presented to the court or his circumstances
are such that a bankruptcy petition could be presented under Part IX
of the Order or
* he enters into a deed of arrangement
16.3 Whenever a Forfeiting Event exists the Landlord may enter the Property (or
any part of it) at any time even if a previous right of re-entry has been
waived and then the Term will end but without affecting any rights that
either party may have against the other including (for example) the breach
under which the re-entry is made
17 Miscellaneous
17.1 Representations
---------------
The Tenant acknowledges that it has not entered into this Lease in reliance on
any representation made by or on behalf of the Landlord
17.2 Exclusion of use warranty
-------------------------
Nothing in this Lease or in any consent granted by the Landlord implies that the
Property may be used for any particular purpose
17.3 Disputes with adjoining owners
-------------------------------
If any dispute relating to the Property arises between the Tenant and the
occupiers of other parts of the Building it will be determined by the Landlord's
surveyor
17.4 Covenants relating to Adjoining Premises
----------------------------------------
Nothing contained in or implied by this Lease gives the Tenant the benefit of or
the right to enforce (Or to prevent the release or modification of) any covenant
or condition entered into by any tenant
17.5 Effect of waiver
-----------------
Each of the Tenant's covenants will remain in force even if the Landlord has
waived or temporarily released that covenant or waived or released a similar
covenant in a lease of other parts of the Building or Adjoining Premises
17.6 Rights and easements
--------------------
17.6.1 The Tenant will not during the Term acquire or become entitled to
any easement over other parts of the Building or any Adjoining
Premises
17.6.2 Any easement exercised over any Adjoining Premises will be
regarded as being exercised by virtue of a determinable licence
from the Landlord
17.7 Extension of Term
-----------------
If after the expiry of the Term there is a period of holding over extension or
continuance (whether by agreement or operation of law):
17.7.1 the provisions of this Lease will apply to that period and the
expression "Term" will be construed accordingly
17.7.2 all obligations of a periodical nature will apply at the same
intervals as those specified in this Lease
17.8 Perpetuity period
-----------------
The perpetuity period applicable to this Lease is eighty years beginning on the
date of this Lease and whenever in this Lease either party is granted a future
interest it must vest within that period and if it has not it will be void for
remoteness
17.9 Compensation
------------
Any statutory right of the Tenant to compensation from the Landlord on vacating
the Property is excluded from this letting to the extent that the law allows
17.10 Tenant's possessions
--------------------
If after the Tenant has vacated the Property on the expiry of the Term any of
the Tenant's possessions remain on the Property and the Tenant fails to remove
them within seven days after being requested it writing by the Landlord to do so
or if the Landlord is unable to make such a request to the Tenant within
fourteen days from the first attempt:
17.10.1 the Landlord may as the agent of the Tenant sell the possessions
and the Tenant indemnifies the Landlord against any liability
incurred by it to any third party whose possessions have been
sold by the Landlord in the mistaken belief (which will be
presumed) that the possession belonged to the Tenant.
17.10.2 if the Landlord having made reasonable efforts is unable to
locate the Tenant the Landlord may keep the proceeds of sale
unless the Tenant claims them within ninety days of vacation of
the Property
17.10.3 the Tenant will be responsible for and will indemnify the
Landlord against any damage caused to the Property by the
possessions and any Losses suffered by the Landlord as a result
of the presence of the possessions on the Property after the
Tenant has vacated the Property on the expiry of the Term
17.11 Landlord's surveyor
-------------------
Whenever this Lease provides for questions to be referred to or issues to be
determined by the Landlord's surveyor:
17.11.1 the term "in the absence of agreement" means in the absence of
agreement between the Landlord and the Tenant
17.11.2 in making his determination he will be acting as an expert and
not as an arbitrator and the determination will be final and
conclusive
17.11.3 his fees and disbursements for making the determination will be
paid or as he directs as being fair and reasonable in the light
of his determination having regard to the nature of the dispute
and the views of the parties expressed to him prior to his
determination
17.11.4 he must be an Associate or Fellow of the Royal Institution of
Chartered Surveyors (Northern Ireland Branch)
17.12 Tenant's option to break
------------------------
if the Tenant wishes to determine this Lease on the expiry of the third year of
the Term and shall give to the Landlord not less than six months notice in
writing to that effect (time to be of the essence) and shall up to the time of
such determination pay the rents reserved by and perform and observe the
covenants contained in this Lease then upon the expiry of the third year of the
Term this Lease shall immediately cease and determine
17.13 No Agreement for Lease
----------------------
It is hereby certified that there is no agreement for Lease to which this Lease
gives effect.
18 Notices
18.1 A notice under this Lease must be in writing and unless the receiving
party or its authorised agent acknowledges receipt is valid if (and only
if) it:
18.1.1 is given by hand or sent by registered post or recorded delivery
or sent by fax provided a confirmatory copy is on the same day
given by hand or sent by registered post or recorded delivery and
18.1.2 is served:
* where the receiving party is a company incorporated within Northern
Ireland at its registered office or
* where the receiving party is the Tenant and the Tenant is not such a
company at the Property or
* where the receiving party is the Landlord and the Landlord is not such
a company at the Landlord's address shown in this Lease or at any
address specified in a notice given by the Landlord to the Tenant
18.2 Unless it is returned through the Post Office undelivered a notice sent by
registered post or recorded delivery is to be treated as served on the
third working day after posting whenever and whether or not it is received
18.3 A notice sent by fax is to be treated as served on the day upon which it is
sent or the next working day where the fax is sent after 4 pm or on a day
that is not a working day whenever and whether or not it or the
confirmatory copy is received unless the confirmatory copy is returned
through the Post Office undelivered
18.4 The term "working day" means a day when the Northern Ireland clearing banks
are open for business in Belfast
18.5 If the receiving party consists of more than one person a notice to one of
them is notice to all
19. Rent Deposit
19.1 The Tenant shall pay on executing this Lease the sum of (pound) 3,75O.0O by
way of rental deposit ("the Rent Deposit") to the Landlord who shall hold
same as security against any failure by the Tenant to pay
19.1.1 The whole or any part of the Rents
19.1.2 Any money, including interest, payable pursuant to the Lease, or
19.1.3 Any expense incurred by the Landlord or due to the Landlord
resulting from (1) any failure by the Tenant to observe and
perform the Tenants covenants and obligations and the conditions
contained in the Lease (2) the determination of the Lease before
the end of the term by forfeiture, the disclaimer of any
liquidator or trustee in bankruptcy of the estate of the Tenant,
or otherwise than by an agreement, whether or not any formal
demand has been made.
19.2 The Rent Deposit shall be held by the Landlord until whichever is the
earlier of the following
19.2.1 The date on which all of the following circumstances have
occurred, namely
19.2.1.1 Three months have passed following the end of the
Term.
19.2.1.2 The Landlord has been given vacant possession of
the Premises, and
19.2.1.3 He has confirmed in writing, such confirmation not
to be unreasonably upheld, That the Landlord has
no claim for breach of any of the terms of the
Lease, or
19.2.2 The date on which the Tenant assigns the Lease with the consent
of the Landlord in accordance with Clause 10.3 to an assignee who
is acceptable to the Landlord, who on or before the date of the
assignment to him has placed with the Landlord for deposit an
amount equal to the sum, that ought in accordance with this
Clause to have been held by the Landlord by way of the said rent
deposit immediately before that date, and who has confirmed that
he is bound to comply with the provisions of this Clause as if he
had executed it as the Tenant.
19.3 By the earlier of the date mentioned in Sub Clauses 19.2.1 and 19.2.2 the
Rental Deposit must be applied to satisfy all the Landlord's claims arising
under the provisions of Clause 19.1 (if any) against the Tenant arising out
of default by the Tenant, and any balance must be paid to the Tenant.
19.4 If the Landlord completes the disposal of the legal interest in the whole
of the reversion to the Lease to another person "the New Reversioner the,
with effect from the date of completion, the Landlord's rights under this
Lease in respect of the Rent Deposit are to enure for the benefit of the
New Reversioner after the New Reversioner has joined with the Landlord to
delivery to the Tenant a duly executed Deed in which the Landlord confirms
to the Tenant that he has assigned the benefit of the Rent Deposit to the
New Reversioner, and the New Reversioner covenants with the Tenant to be
bound by the terms of this clause as. if he had executed it as the
Landlord.
19.5 The Landlord may at any time draw on the Rent Deposit an amount not
exceeding any sum then due to the Landlord arising out of default by the
Tenant as defined by Clause 19.2 if the Landlord has previously given to
the Tenant not less than 14 days notice of his intention to make such
drawing from the Rental Deposit, specifying the default to which the
drawing relates, and the Tenant has not remedied the default complained or
before the notice expires.
19.6 If the Tenant objects to the Landlord's intent, expressed pursuant to
Clause 19.5 to make a drawing from the Rent Deposit, and gives written
reasons for his objection within the period referred to in Clause 19.5,
then before drawing from the Rental Deposit the Landlord must refer the
matter to a Chartered Surveyor acting as an expert, for determination of
the amount that may properly be drawn, The person determining the matter is
to act as an expert and not as arbitrator and is to have the power to
determine the responsibility of the Landlord or the Tenant, or either of
them, to pay the costs of the reference, including any legal costs
incurred. Failure by the Tenant to pay the costs of the reference properly
payable by him within 14 days is to amount to default, and the costs due,
after that period, are to attract interest.
19.7 If, before date of termination of the rental deposit in accordance with
Clause 19.2, the Landlord draws any money from the Rental Deposit in
accordance with Clause 19.5, then the Tenant covenants that he will pay to
the Landlord within 21 days an amount equal to the sum so drawn.
19.8 It is hereby agreed and declared that
19.8.1 The liability of the Tenant pursuant to the Lease is not to be
limited to the Rent Deposit
19.8.2 The Tenant is not to be entitled to withhold money or fair to
perform any of his obligations under the Lease because of the
existence of the Rent Deposit.
19.8.3 Subject to the foregoing the Landlord will hold the Rent Deposit
in a separately designated account upon trust for the Tenant,
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FLOOR PLANS
