EXHIBIT 10.2
DATED 11th December 1998
SYNCLINE INDUSTRIAL PROPERTIES LIMITED
-and-
RALEIGH COURT (DISCOVERY PARK) LIMITED
-and-
AUDIO CONNECTIONS LIMITED
_________________________________
LEASE
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Unit 15 Raleigh Court
Manor Royal Priestley Way
Crawley West Sussex together
With the right to use three
Parking spaces
_________________________________
ALLEN & OVERY
London
PY2: 554704.1
THIS LEASE made the ____ day of _______________ One thousand nine
hundred and ninety eight BETWEEN SYNCLINE INDUSTRIAL PROPERTIES LIMITED whose
registered office is at The Old Rectory, Wiggonholt, Pulborough, West Sussex
RH20 2EL (hereinafter called "the Landlord") of the first part RALEIGH COURT
(DISCOVERY PARK) LIMITED whose registered office is situate at Suite 5, 27 St.
James' Street, London SWIA IHA ("We Company") of the second part and AUDIO
CONNECTIONS LIMITED of Unit 14, Fareham Enterprise Centre, Newgate Lane,
Fareham, Hampshire P014 I TH (hereinafter called "the Tenant") of the third
part.
This Lease is a new tenancy for the purposes of section 1 of the
Landlord and Tenant (Covenants) Act 1995.
WITNESSETH as follows--
DEFINITIONS
1. (1) In this Lease where the context so admits:-
(a) "the Access Roads" mean the vehicular access roads
forming part of the Estate and for the purpose of
identification only shown coloured brown on the Plan
or such minor enlargement or reduction thereof as may
from time to time be specified by the Landlord and
each and every part of them
(b) "the Car Parking Spaces" means those parts of the
Estate designated by the Company from time to time
for the parking of motor cars
(c) "the Common Parts" means the Access Roads the Car
Parking Spaces and all or any entrances passages
pavements staircases circulation areas lifts service
roads service yards loading trays lavatories and
other areas and facilities from time to time provided
for the common use of the owners tenants or other
occupiers of the Estate or any part of it and any
other parts of the Estate not transferred or demised
or intended to be transferred or demised (unless
transferred or demised to the Company or other person
who will have a responsibility for the maintenance
and upkeep of any such parts and to bear the expense
thereof)
(d) "Conducting Media" means all mains drains pipes wires
conduits cables watercourses ducts flues sewers
channels drains services conduits or any fire alarm
and prevention and sprinkler beating ventilation air
conditioning public address security and surveillance
and other equipment and all other conducting media
which now or at any fm within the period of 80 years
from the date hereof ("the Specified Period" which
shall be the perpetuity period for the purposes of
this Lease) shall be in under over through or upon
the Development or any part thereof
(e) "the demised premises" means the property described
in Part I of Schedule I and each and every part of it
with the appurtenances belonging to it and
any building erected on it and all landlords'
fixtures and fittings and all additions and
improvements to it
(f) "the Development" means the development known as
Discovery park the current boundary of which is for
the purpose of identification only shown verged blue
on the Plan or such minor enlargement of reduction
thereof as may from time to time be specified by
Walldren Limited or the & successors in title to the
Development and each and every part thereof
(g) "the Estate" means the land and buildings at
Discovery park the Current boundary Of which is for
the purpose of identification only shown verged
orange on the Plan and any minor enlargement or
reduction thereof as may from time to time be
specified by the Landlord and each and every part of
it
(h) "the Landlord" includes the person for the time being
entitled to the reversion expectant on the
determination of the term
(i) "the Plan" means the plan annexed to this Lease
(j) "the Planning Acts" mean the Town and Country
Planning Act 1990 and any future and subsequent
legislation of a similar nature and any regulation
and order made thereunder
(k) "the Service Charge" means a fair proportion Of the
Estate Expenditure described in Schedule V to be
calculated by the Surveyor (as defined in Schedule V)
whose decision shall be final and binding On the
parties and to be Payable in accordance with the
Provisions of Schedule V "the Surety" (if any) in the
case of individuals includes their respective
personal representatives
(l) "the Tenant" includes the successors in title of the
Tenant and its permitted assigns and in the case of
an individual includes his personal representatives
(m) "the term" means the term of years granted by this
Lease
(n) "VAT" means value added tax
(o) "VAT Act 1994" means the Value Added Tax Act 1994
(p) "VAT group" means two or more bodies corporate
registered as a group for VAT Purposes under section
43 VAT Act 1994
(2) (a) Any reference to any Act of parliament includes any
extension modification or re-enactment for the time
being in force and every order
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instrument regulation and direction and bye-law made
in pursuance of any such Act and/or deriving validity
from it
(b) "the insured risks" means risks in respect of loss or
damage by fire lightening earthquake explosion heave
subsidence landslip aircraft (other than hostile
aircraft) and other aerial devices or articles
dropped from them riot and civil commotion and
malicious damage storm or tempest bursting or
overflowing of water tanks apparatus or pipes flood
impact by road vehicles where in the Landlords
opinion all or any of such risks are appropriate for
building insurance for a building similar to the
demised premises and not less than three years' loss
of rent in an amount to take into account potential
increases in rent in accordance with the rent review
provisions hereinafter contained and such other risks
or insurance as may from time to time be required by
the Landlord together with the Value Added Tax on the
cost and expense of repairing renewing rebuilding
reconstructing reinstating and carrying out any other
works to the demised premises or any part thereof as
a result of any damage or destruction suffered or
caused whether directly or indirectly by any such
risk
(c) "the prescribed rate"' means a rate of interest of
four per centum per annum above the base rate from
time to time of The Royal Bank of Scotland plc or
such other clearing bank as the Landlord shall from
time to time specify or (in the event that base rates
are no longer published and used) such other
comparable rate of interest as (in default of
agreement) may be certified by a member for the time
being of the Institute of Chartered Accountants in
England & Wales (or if the said Institute shall cease
to exist such comparable body of professional
accountants as the Landlord may nominate) appointed
by the Landlord
(d) Words importing the singular meaning shall include
the plural and vice versa
(e) Words importing the masculine gender only shall
include the feminine and neuter and vice versa and
words importing persons shall include companies and
corporations and vice versa
(3) If the Landlord, the Tenant, the Surety (if any) or any other
surety for the Tenant shall at any time be more ftm one person
any reference to the Landlord, the Tenant, the Surety or such
other surety shall include a reference to each such person and
any covenant on the part of the Landlord, the Tenant, the
Surety or such other surety shall take effect as a joint and
several covenant
DEMISE
2. IN CONSIDERATION of the rents reserved by this Lease and of the
covenants on the part of the Tenant the Landlord DEMISES to the Tenant
the demised premises
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TOGETHER WITH the rights specified in Part 2 of Schedule I in common
with the Landlord and all others entitled to them but EXCEPT AND
RESERVING unto the Landlord and others the rights specified in Part 3
of Schedule I TO HOLD for the term of five years from and including the
10th day of December 1998 ("the term commencement date") SUBJECT to the
Tenant paying to the Landlord without any deduction the yearly rents
set out in Schedule 11 at the time specified in Schedule 11 and all
other rents hereby reserved AND SUBJECT also to the covenants
agreements stipulations rights granted and all other matters contained
in the deeds and documents referred to in entries numbered 1 and 2 of
the Charges Register of the Landlord's title number WSX210174 insofar
as they relate to the demised premises but not with the benefit of the
covenants contained in the Conveyance dated 6th March 1931 made between
Raymond Morphew (1) and Evelyn Mary Giles (2) insofar as they may still
be enforceable
3. THE Tenant COVENANTS with the Landlord:-
TO PAY RENTS
(1) (a) To pay the rents hereby reserved at the times and in the
manner herein provided without any deduction by Standing Order
to such Bank as the Landlord may from time to time specify
(b) If at any time or times during the term any of the rent(s)
hereby reserved or any part of them or other sum payable to
the Landlord under this Lease or any part thereof shall be in
arrear (whether the same shall have been legally demanded or
not) there shall at the option of the Landlord (without
prejudice to any other right or remedy to winch the Landlord
may be entitled in consequence of such default) be payable to
the Landlord by the Tenant if and when demanded by the
Landlord in writing (whether or not amounting to a legal
demand) additional rent equal to interest at the prescribed
rate on the whole of the amount of the said rent(s) or other
such sum from the due date for payment thereof until the date
of the payment of the whole of the amount thereof
TO PAY OUTGOINGS
(2) To pay and discharge and indemnify the Landlord against all existing
and future rates taxes assessments outgoings and impositions whatsoever
(including all charges for gas electricity and telephone) now or at any
time assessed levied charged or imposed on the demised premises or upon
the occupier or owner thereof including a due proportion (which may be
the whole) of such payments as may be assessed charged or payable on or
in respect of any premises of winch the demised premises form part such
amount to be determined by the Landlord's Surveyor whose decision shall
(save as to any question of law and save in the case of manifest error)
be final and binding
COMMON ITEMS
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(3) To pay a proper and reasonable amount (which may be the whole) (to be
determined by the Landlord's Surveyor whose decision shall be final and
binding) of all costs charges expenses and fees (including compensation
for damage or disturbance) payable by either the Landlord the Tenant or
any third party in respect of repairing (and making renewing rebuilding
or altering in the event that repairing alone is not economically
viable) cleansing and lighting all party walls ways roads pavements
forecourts passages yards sewers drains pipes cables walls fences other
structures not forming part of the demised and all Conducting Media and
services used or enjoyed or to be used or enjoyed or capable of being
used or enjoyed by the demised premises whether exclusively or in
common with other premises or persons
TO COMPLY WITH INSURANCES
(4) (a) If the demised premises or any part of them is destroyed or
damaged by any peril or risk whatsoever forthwith to give
notice thereof to the Landlord as soon as such destruction or
damage shall come to the notice of the Tenant
(b) Not to do or omit anything whereby any policy or policies of
insurance for the time being in force in respect of or
including or covering this demised premises and/or the Estate
against any risk may become void or voidable or whereby the
rate of premium hereon may be increased and at all times to
comply with all the requirements of the insurers of the
demised premises
(c) Not to effect any insurance of the demised premises and to pay
forthwith to the Landlord or if the Landlord so requires to
apply in making good the loss or damage in respect of which
the same shall have been received all moneys becoming payable
to the Tenant under any insurance of the demised premises or
any part thereof effected by or on behalf of the Tenant or any
subtenant or other occupier of the demised premises
(d) In the event of the demised premises and/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 neglect or default of
the Tenant its sub-tenants or other occupier of the demised
premises or their respective servants agents licensees or
invitees then and in every such case the Tenant will forthwith
pay to the Landlord the whole or (as the case may require) the
irrecoverable portion of the cost (including the costs of site
and debris clearance professional and other fees and
incidental expenses) of completely rebuilding and reinstating
the same
(5) That nothing shall be done on the demised premises which may increase
the premium payable for the insurance of the demised premises and/or
the Estate or which may make void or voidable any policy for such
insurance and in the event of any increased premium being payable as a
result of anything done by the Tenant any sub-tenants or other
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occupier of the demised premises or their respective servants agents
licensees or invitees to pay to the Landlord on demand the amount of
such increased premium
TO MAINTAIN AND KEEP IN REPAIR
(6) (a) From time to time and at all times during the term well and
substantially to repair cleanse and put and keep in good and
substantial repair and condition the demised premises and all
additions thereto including (without prejudice to the
generality of the foregoing) the windows and doors and locks
and glass therein and the sash cords (if any) and the door
furniture and all cisterns and sanitary apparatus and the
structures walls roofs foundations gutters downpipes gullies
grids and covers and all wires and cables and all Landlord's
fixtures and fittings and appurtenances belonging to the
demised premises of whatsoever nature all gas electrical water
heating ventilation air conditioning and other installations
boilers plant machinery and equipment of whatsoever nature and
all Conducting Media within or exclusively serving the demised
premises and to replace all missing keys and renew all washers
to taps and ball valves (if any) as and when necessary and to
keep all water pipes and water fittings in the demised
premises protected from frost leakage or other occurrence and
to be responsible in all respects for all damage caused to the
demised premises or any other property (real or personal)
through bursting overflowing leaking or stopping up of such
pipes and fittings however occasioned
(b) To repair or replace forthwith by new articles of a similar
kind and quality any fixtures fittings plant equipment carpets
and other floor coverings (other than Tenant's trade fittings)
in the demised premises which shall be damaged worn out or
removed or which shall become unusable
(c) To clean the windows in the demised premises not less than
once in every month
(d) To the extent that such facilities exist at the demised
premises from time to time to enter into and maintain
contracts with persons experienced in such matters to inspect
maintain repair and if necessary or appropriate to renew or
replace any M boilers hot water central hearing sprinkler
ventilation and air conditioning apparatus plant equipment and
systems in the demised premises such persons to be previously
approved in writing by the Landlord such approval not to be
unreasonably withheld and on demand to produce to the Landlord
such contracts and all maintenance reports
TO PAINT EXTERIOR
(7) In the last year of the term calculated from the term commencement date
(whether determined by effluxion of time or otherwise) to bum off and
otherwise prepare and thereafter to paint french polish or otherwise
treat as the case may be with three coats of best quality material an
the exterior of the demised premises usually or requiring to be painted
french polished or otherwise treated with suitable material of such
quality and
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colours as the Landlord may reasonably require in a proper and
workmanlike manner and to wash down all tiles faiences glazed bricks or
polished stone and similar washable surfaces and with every such
outside painting to polish all outside parts of woodwork usually
polished and to restore point and make good the brickwork stucco and
stonework in all such cases carrying out such works to a reasonable
standard of workmanship
TO PAINT INTERIOR
(8) In the last year of the term calculated from the term commencement date
whether determined by effluxion of time or otherwise to bum off and to
paint grain varnish paper plaster and french polish or otherwise treat
as the case may be the interior of the demised premises usually or
requiring to be painted french polished or otherwise treated with two
coats of best quality paint or polish or other suitable material of
such quality and in the last year of the term howsoever determined of
such colour as the Landlord may require in a proper and workmanlike
manner and to wash down all tiles faiences glazed bricks and similar
washable surfaces in all such cases carrying out all such works in
accordance with a reasonable standard of workmanship
TO PERMIT THE LANDLORD TO ENTER
(9) (a) To permit the Landlord and its agents and workmen and all
other persons authorised by them at all reasonable hours in
the daytime on giving reasonable notice to enter the demised
premises to take inventories of the Landlords fixtures and
fittings and/or to view the state and condition of the demised
premises and to give or leave on the demised premises notice
in writing to the Tenant of all defects and wants of repair
and/or decoration and/or breach of any other covenants
contained in this Lease for which the Tenant shall be liable
hereunder
(b) Within three months after service of every notice of any
default or want of repair and/or decoration or of any breach
(whether continuing or past and whether or not waived) of any
covenant herein contained or sooner if requisite to repair and
make good the same or remedy such breach to the satisfaction
of tbL6 Landlord and that if the Tenant shall not within two
months after service of such notice or sooner if requisite
commence and proceed diligently with the execution of the
repairs and works or remedy the breach of covenant referred to
therein the Landlord may (but shall not be obliged to and
without prejudice to any other rights of the landlord in
relation to such breach (including the right of re-entry))
enter the demised premises with or without appliances and
execute such repairs and works or remedy such breach and the
proper cost thereof (including any legal costs and Surveyor's
fees and other charges costs and expenses incurred by the
Landlord in respect of such repairs and works and the
remedying of such breach on any such charge cost or expense)
shall immediately upon demand by the Landlord be repaid by the
Tenant to the Landlord and be recoverable forthwith as a debt
due from the Tenant to the Landlord
TO YIELD UP PREMISES AT THE END OF TERM
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(10) At the expiration or sooner determination of the term:
(a) quietly to yield up the demised premises in such repair and
decoration as is required by this Lease and in a clean and
tidy condition together with all fixtures and fittings
improvements and additions which now are or may be at any time
hereafter in or about the demised premises forthwith making
good all damage thereby occasioned by the removal of any
Tenants fixtures and fittings to the Landlord's reasonable
satisfaction
(b) if required by the Landlord to remove all partitioning
installed in the demised premises during the term and/or any
Tenant's fixtures and fittings and to make good to the
reasonable satisfaction of the Landlord all damage caused by
the removal of any partitions or other Tenant's fixtures and
fittings and that if the Tenant shall not have removed the
same before the determination of the term the Tenant shall
forthwith on demand pay to the Landlord a sum equal to the
cost or expense of removing the same and making good all
damage caused thereby on any such cost or expense, sum
calculated at a rate equal to the rent payable hereunder
immediately prior to the end or sooner determination of the
term in respect of the period taken to carry out such works
provided always that the Landlord shall carry out such works
with all due speed
NOT TO OBSTRUCT OR DAMAGE COMMON PARTS
(11) (a) To keep such parts (if any) of the demised premises as are
enjoyed in common with others or are unbuilt on and any road
pavement forecourt or other area entrance hall passageway
staircase or lift leading to or giving access to the demised
premises or over which the Tenant may enjoy rights of access
or use free from obstruction (permanent or temporary) and not
to damage or use the same in such manner as to cause any
nuisance damage or annoyance and not to cause or permit the
same to become untidy or unclean and not to cause or permit
any obstruction or damage to any Conducting Media in or
serving the demised premises or any premises of which the
demised premises form part or any adjoining adjacent or
neigbbouring premises or building and in the event of any such
obstruction or damage forthwith to make good the same to the
reasonable satisfaction of the Landlord
(b) (i) Not to leave or permit or suffer to be left any
vehicle goods or other articles upon any forecourt
space road or footpath forming part of or near to the
demised premises save for the purpose of the loading
and unloading of goods from or into the demised
premises from any such forecourt space road or
footpath forming part of the demised premises but for
so long only as shall be required for such loading
and unloading to be effected but not so as to cause
or to permit any obstruction of the same
(ii) Not knowingly to allow any vehicle to park upon any
part of the Development other dm such part thereof as
may have been designated by
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the Landlord for that purpose and not to use any Car
Parking Space otherwise than for the parking of motor
cars of a size reasonably contained in that Car
Parking Space
AS TO STATUTES
(12) (a) At the Tenant's cost at all times to comply in all respects
with and do anything required under all Acts of Parliament
both present and future and every notice direction order
regulation bye-law and condition already or hereafter to be
made by any public local or other authority or body so far as
they may relate to or affect the Tenant and/or any occupier of
the demised premises and for relate to or affect the demised
premises and/or the user thereof and/or the employment or
residence therein of any person and/or the use of any plant
machinery fixtures or chattels therein and to execute any
works and do any thing required to be executed or done
(whether by the Tenant or any other person) thereunder by any
competent person and to indemnify the Landlord against all
liability and expense whatsoever arising out of or in
connection with such enactments or of or incidental to the
execution of such works or thing
(b) Forthwith upon becoming aware of the same to give notice in
writing to the Landlord Of any defect in the state of the
demised premises which would or might give rise to an
obligation m the Landlord to do or refrain from doing any act
or thing in order to comply with the duty of care imposed m
the Landlord pursuant to the Defective Premises Act 1972 and
indemnify and keep indemnified the Landlord from and against
any losses claims actions costs or demands arising from a
failure to give such notice and at all times to display and or
require all notices which the Landlord may from time to time
display or require to be displayed at the demised premises
(c) Within seven days of the receipt of notice of the same to give
full particulars to the Landlord of any permission notice
order or proposal for a notice or order relevant to the
demised premises and/or the use or condition thereof or
otherwise concerning any lessor lessee or occupier thereof
made given or issued to the Tenant or the occupier of the
demised premises by any Government Department or Public or
Local Authority and if so required by the Landlord to produce
such permission notice order or proposal to the Landlord and
without delay to take all reasonable or necessary steps to
comply therewith and also at the request and joint cost of the
Landlord and the Tenant to make or join with the Landlord in
making such objections or representations against or in
respect of any such notice order or proposal as aforesaid as
the Landlord shall deem expedient
(d) To pay to the Landlord upon demand all proper and reasonable
costs charges and expenses (including Surveyors Architects and
other professional advisers fees) properly and reasonably
incurred by the Landlord of or incidental to:
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(i) complying with all provisions and requirements of any
and every Act of Parliament or prescribed or required
by any Public Local or other Authority and
(ii) executing all works and providing all arrangements
which may be directed or required as aforesaid
so far as the same relate to the Tenant's use and occupation
of the demised premises and/or any premises capable of being
used or enjoyed by the Tenant in common of jointly with any
other person or persons of the user thereof
AS TO PLANNING ACTS
(13) (a) Not to carry out on the demised premises any development
within the meaning Of the Planning Acts
(b) During the term so often as occasion shall require at the
expense in all respects of the Tenant to obtain all such
licences planning consents and other permissions (if any) as
may be required for the use of the demised premises for the
purposes permitted by this Lease or the institution or
continuance by the Tenant thereon of any use
(c) At all times during the term to comply in all respects with
the Planning Acts and to keep the Landlord indemnified in
respect of any breach of them
(d) Not to make any application for or appeal in respect of any
development or continuance of use or retention of development
or for or in respect of any certificate or determination in
relation to any development or use nor to object to any such
application made by or on behalf of the Landlord but at its
own expense to support the same and to make or join in making
such representations as the Landlord may deem expedient in
respect thereof
(e) Not otherwise Um at the direction of the Landlord to enter
into any agreement under Section 106 of the Town and Country
Planning Act 1990 or any other similar planning agreement
(f) Not without the consent of the Landlord to serve any notice
under Part VI of the Town and Country Planning Act 1990
(g) Not to implement any planning consent unless the same has been
submitted to and approved in writing by the Landlord
(h) To deliver to the Landlord a copy of every notice order
direction consent or refusal or other thing affecting the
demised premises within seven days of the receipt thereof by
the Tenant
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(i) Not to serve any purchase notice under the Planning Acts or
otherwise require any local or other competent authority to
purchase the Tenant's interest
(j) To comply with any enforcement notice or stop notice forthwith
when the same shall be made or issued by any local or other
competent authority unless the same may be the subject-of any
appeal
(k) If and when called upon to do so to produce to the Landlord
such plans documents and other evidence as the Landlord may
reasonably require m order to satisfy itself that the
provisions of this sub-clause have in all respects been
complied with
NOT TO PERMIT ENCROACHMENTS
(14) Not to stop up darken or obstruct any window or light belonging to the
demised premises or any other building belonging to the Landlord and
not to permit any new window light opening doorway path passage drain
or other encroachment or easement to be made or acquired on against or
affecting the demised premises and if any such matter shall be made or
acquired or attempted to be made or acquired to give immediate notice
to the Landlord and at the Landlord's request but at the joint cost of
the Tenant and the Landlord to adopt such means as may reasonably be
required by the Landlord for preventing any such encroachment or the
acquisition of any such easement
AS TO FIRE REGULATIONS
(15) (a) To provide adequate means of escape in cases of fire for the
persons employed to work in the demised premises and to
maintain and keep the same free from obstruction and to
provide effective means of giving warning in case of fire and
otherwise to comply with all requirements of the appropriate
authority in relation to the means of escape from the demised
premises in case of fire or otherwise
(b) To keep installed in compliance with legal requirements fire
fighting and extinguishing apparatus fire alarms and other
necessary equipment open to the inspection of the Landlord and
not to obstruct or permit or suffer to be obstructed the
access to or means of working the same
NOT TO BRING PROCEEDINGS
(16) Not at any time during the term to bring any action or make any claim
or demand against the Landlord or any person deriving title under the
Landlord on account of any injury to the demised premises in
consequence of the erection of any building on any land adjacent
neighbouring or opposite to the demised premises for which the Landlord
shall have given its consent or in respect of any easement right or
privilege granted or to be granted by the Landlord for the benefit of
any land and/or building adjacent neighbouring or opposite to the
demised premises and (if required) to concur with the Landlord at its
expense in any consent which it may give or any grant which it may make
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TO PERMIT LANDLORD TO ENTER TO CARRY OUT WORKS
(18) (a) To permit the Landlord and its agents and all others
authorised by it (including any mortgagee or prospective
mortgagee or purchaser of any reversionary interest during the
term) with or without workmen and others at all reasonable
turn during the term on giving reasonable prior written notice
(except in case of emergency) to enter upon the demised
premises for any lawful purpose and in particular in order to
inspect and measure the same and ascertain how the same are
being used and occupied and to estimate the value thereof for
insurance and mortgage or other purposes and to inspect repair
renew enlarge replace relay or remove any Conducting Media or
attachments or cables for radio or television relay purposes
as often as occasion may require
(b) To permit the Landlord and its agents at any time within six
months before the expiration or sooner determination of the
contractual term granted by this Lease at any tune in the
event of the Landlord wishing to dispose of its interest in
the demised premises on giving not less than forty-eight
hours' written notice to enter the demised premises and affix
on any suitable part thereof notice boards or bills for
re-letting or selling the same and not to remove or obscure
the same and to permit all persons by order in writing of the
Landlord or its agents to view the demised premises at
reasonable hours in the daytime
(c) To permit the agents workmen and others employed by the
Landlord and by any of the tenants or occupiers of adjoining
adjacent or neigbbouring premises or building at times in the
daytime during the term and upon prior written notice (except
in case of emergency) to enter upon the demised premises for
the erection inspection or repair replacement renewal
decoration extension enlargement and cleansing of any
adjoining adjacent or neighbouring premises or buildings and
to cleanse empty and repair replace and renew any Conducting
Media serving or belonging to the demised premises and/or any
adjoining adjacent or neigbbouring premises or buildings as
often as occasion may require the Landlord or the tenants or
occupiers aforesaid as the case may be malting good any damage
done to the demised premises the Tenant's stock, equipment and
fixtures and fittings by such agents workmen and others by
reason of such entry
(d) To permit the Landlord and its agents and all others
authorised by it with or without workmen and appliances to
enter on the demised premises in order to prevent a forfeiture
of any superior lease for the time being affecting the demised
premises or any part thereof and to exercise any rights hereby
excepted and reserved
NOT TO ALTER ELECTRICS
(19) That no alteration or addition shall be made to any electrical or gas
installations in the demised premises save with the Landlord's consent
and any alteration to which the
-12-
Landlord consents shall be carried out in accordance with the terms and
conditions laid down by the relevant electricity or gas supply
authorities
NOT TO ALTER
(20) (a) That no additional or substituted building or erection shall
be placed or erected on the whole or any part of the demised
premises and not to merge the demised premises with any
adjoining premises or cut maim or injure the demised premises
or any part thereof or cause or permit to be caused any waste
spoil or destruction to in or upon the demised premises or any
part thereof and no alteration or addition shall be made to
the structure and/or the exterior of the demised premises
(b) That no change or alteration shall be made in or to the
existing design or appearance of the demised premises (save as
hereinafter mentioned)
(c) That no alteration or addition structural or otherwise shall
be made in or to the demised premises except non-structural
alterations for which the Tenant has obtained the previous
consent in writing of the Landlord (not to be unreasonably
withheld or delayed) and which shall be carried out in
accordance with drawings and specifications previously
submitted to and approved in writing by the Landlord such
approval not to be unreasonably withheld or delayed and the
Landlord may as a condition of giving any such consent require
the Tenant to enter into such covenants with the Landlord as
the Landlord may reasonably require with regard to the
execution of any such works and the reinstatement of the
demised premises at the determination of the term but the
Tenant may without obtaining such consent from the Landlord
erect alter and remove demountable non structural partitions
but the Tenant must within one month of completion of such
works of partitioning supplying to the Landlord three sets of
and specifications of such works
AS TO SIGNS
(21) That no aerial sign post mast fascia placard bill notice or other
structure or thing whatsoever shall be placed affixed or exhibited on
or to the outside of the demised premises or on the inside so as to be
visible from the outside except a sip stating the name and nature of
the Tenant's business of a shape size and design and in a position to
be approved by the Landlord (such approval not to be unreasonably
refused or delayed) and on the expiration or sooner determination of
the term on being requested by the Landlord to remove such matters as
aforesaid and to make good any damage caused thereby to the reasonable
satisfaction of the Landlord
PROHIBITIONS AS TO USER
(22) That nothing shall be done brought permitted or kept on the demised
premises of a dangerous combustible inflammable radioactive explosive
or offensive nature or the keeping or allowing of which may at law
constitute a nuisance or require the licence or
-13-
consent of any local or other competent authority or which shall or may
in the Landlord's opinion be or become a nuisance damage annoyance or
inconvenience to any person or which may in the Landlord's reasonable
opinion be injurious to the value tone amenity or character of the
demised premises and/or adjoining adjacent or neighbouring premises and
that no dust fumes smell or noise will be created which would in the
Landlord's reasonable opinion be a nuisance or annoyance to or
injurious to local amenity and that no congestion will be caused in any
highway or road, adjoining or adjacent to the demised premises by
vehicles parked or waiting to load goods and not to keep any bird
animal or reptile or other creature on the demised premises and not to
allow any goods or other articles to be displayed exposed or placed in
on or outside the doors windows balconies or other parts of the demised
premises or on any flat roof
NOT TO OVERLOAD
(23) That the floors and/or structures of the demised premises shall not be
overloaded and that nothing shall be done or brought thereon which may
in the Landlord's opinion cause damage or strain to the floors ceilings
or structure of the demised premises or of any building of which they
form part and that no machinery whatsoever shall be installed or kept
in the demised premises save such reasonable machinery as shall be
usual in connection with the use permitted by this Lease
AS TO USER
(24) (a) That neither the demised premises nor any part thereof shall
be used for any illegal or immoral purpose or any noisy
noisome or offensive trade or business or as a public house
beer shop hefting shop or public place of amusement or for any
use connected with the motor trade (including motor engineers
panel beaters and paint sprayers) or for residential purposes
and that the Tenant will not hold or permit any sale by
auction or any public meeting on the demised premises
(b) Not to use the demised premises otherwise than for a use
within classes B1 B2 and/or B8 of the Town and Country
Planning (Use Classes) Order 1987 and for no other or purposes
but there shall not be implied any warranty or other
obligation representation on the part of the Landlord that
such is the permitted use for the purpose of the Planning Acts
and notwithstanding that any such use is not a permitted use
the Tenant shall remain fully bound and liable to the Landlord
in respect of the obligations undertaken by the Tenant by
virtue of this Lease without any compensation recompense or
relief of any kind whatsoever
PROVISIONS AS TO ALIENATION
(25) (a) Save as hereinafter provided not to assign mortgage underlet
agree to underlet part with or share the possession or
occupation of or hold on trust for any third party the whole
or any part of the demised premises
-14-
(b) That no interest (howsoever remote) derived out of the term
shall be created upon payment of a fine or premium or at a
rent of less than the open market rent
(c) That the Landlord and the Tenant agree that the Landlord may
grant consent to an assignment subject to any one or more of
the following conditions (which are specified for the purposes
of section 19(IA) of the Landlord and Tenant Act 1927):
(i) that before the assignment the Tenant enters into and
unconditionally delivers to the Landlord an
authorised guarantee agreement (as defined in section
16 of the Landlord and Tenant (Covenants) Act 1995),
such agreement to be a deed and to contain the
provisions set out in Schedule M but with the
amendments to those provisions set out in Schedule IV
(ii) that before the assignment any person (other than a
former Tenant) who at the time of the application for
the consent is guaranteeing the obligations and
liabilities under this Lease of the Tenant covenants
by deed with the Landlord that the Tenant shall
perform its obligations under the authorised
guarantee agreement required under paragraph (i)
(d) That if the Tenant desires to assign or underlet the demised
premises as a whole and it shall (on each occasion) procure
(1) that any intended assignee shall covenant with the
Company to observe and perform the covenants and
conditions set out in Clause 4 of this Lease
(2) if the intended assignee shall be a private limited
liability company that not more than two of its
directors shall if the Landlord so requires act as
sureties for such company and shall (inter alia)
jointly and severally covenant with the Landlord in
the form set out in Schedule III hereto (mutatis
mutandis)
(3) that prior to granting any underlease the Tenant
shall first obtain an Order from the relevant County
Court authorising the inclusion in such underlease of
an agreement excluding the provisions of Sections 24
to 28 (inclusive) of the Landlord and Tenant Act 1954
from applying to that Underlease and that the
underlease includes such an agreement
(4) that any intended underlessee shall covenant with the
Landlord:-
(i) not to assign underlet or part with or share
the possession or occupation of or hold in
trust for any third party the demised
premises or any part thereof (save as
mentioned in sub-clause (ii) hereof) and
-15-
(ii) not to assign the whole of the premises the
subject of such underletting without the
Landlord's consent (such consent not to be
unreasonably withheld)
(iii) to perform and observe the covenants and
conditions (other than the covenant to pay
rent) contained in this Lease
(d) To include in every underlease granted by the Tenant a
condition for re-entry on ft breach of any covenant on the
part of the underlessee and covenants, rights and conditions
in like form to those contained in this Lease
(e) Not to permit any breach by any underlessee of any of such
provisions as aforesaid contained in any underlease and at all
times strictly to enforce the same
(f) Not to grant any underlease or enter into any agreement or
arrangement with any underlessee which provides for the
payment of the rent thereby reserved (but not insurance or
service charge rent) more than three months In advance
(g) Not to assign or underlet the whole of the demised premises
without the prior written consent of the Landlord which is not
to be unreasonably withheld or delayed
REGISTRATION OF DISPOSITIONS
(26) Within one month after any disposition or dealing with any interest in
the demised premises to give notice thereof to the Solicitor to the
Landlord and to pay to him a fee of Twenty Five pounds for the
registration thereof and at the same dm to produce a certified copy of
such disposition
BREACH OF COVENANTS AND SECTION 146 NOTICES
(27) To pay to the Landlord all proper and reasonable costs charges and
expenses (including legal costs and surveyor's fees) which may be
properly and reasonably incurred by the Landlord and any superior
landlord (a) in or in contemplation of any proceedings under Sections
146 or 147 of the Law of Property Act 1925 notwithstanding that
forfeiture is avoided otherwise than by relief granted by the Court (b)
in connection with the preparation and service of a Schedule of
Dilapidations whether during or at the end or sooner determination of
the term and (c) in connection with any application by the Tenant for
any licence or consent whether or not the same shall be granted
TO COMPLY WITH MATTERS AFFECTING FREEHOLD
(28) To observe and perform the agreements covenants and stipulations
contained or referred to entries numbered 1 and 2 of the Charges
Register of the Landlord's title member WSX210174 insofar as they
relate to the demised premises and to keep the Landlord indemnified
against all actions proceedings costs claim and demands in any way
relating thereto
-16-
TO NOTIFY APPOINTMENT OF RECEIVERS OR LIQUIDATORS
(29) To procure that in the event of any receiver being appointed in respect
of the Tenant or of any of its assets or of a resolution being passed
for the voluntary liquidation of the Tenant or of the presentation of a
petition for compulsory liquidation then notice in writing thereof
shall be given to the Landlord such notice to contain full details of
any receiver or liquidator appointed
TO INDEMNIFY LANDLORD
(30) To keep the Landlord fully and effectively indemnified from and against
all liabilities costs claims proceedings losses damages and expenses
(whether in respect of physical or financial loss or any injury to or
the death of any person or damage to any property moveable or
immoveable or the infringement disturbance or destruction of any right
or easement or otherwise) arising directly or indirectly out of or in
respect of.-
(a) (i) Any use or occupation of the demised premises (or any
act default or omission thereon or in respect
thereof) by the Tenant any sub-tenant or their
respective licensees servants agents or invitees or
in the execution of any alterations or additions to
the demised premises by the Tenant any sub-tenant or
their respective licensees servants agents or
invitees or
(ii) Any interference or alleged interference or
obstruction of any right or alleged right of light
air drainage or other right or alleged right now
existing for the benefit of any adjoining adjacent or
neigbbouring property by the Tenant any sub-tenant or
their respective licensees servants agents, or
invitees or
(b) The state of repair and/or condition and/or existence of any
alteration to the demised premises carried out or in the
course of being carried out to the demised premises by the
Tenant any sub-tenant or their respective licensees servants
agents or invitees or
(c) Any act or default of the Tenant any sub-tenant or the
respective licensees servants agents or invitees or
(d) Any matters arising out of the provisions of Section 4 of the
Defective Premises Act 19-72
AS TO SURETIES
(31) Within 28 days of the death. during the term of any person who has or
shall have guaranteed to the Landlord the payment of the rents hereby
reserved and the observance and performance of the covenants on the
part of the Tenant herein contained or of such person becoming bankrupt
or having a Receiving Order or an Interim Order under Part VIII of the
Insolvency Act 1986 made against him or being a Company suffed4 a
Receiver to be appointed passing a resolution to wind up or entering
into liquidation or
-17-
having an Administration Order made against it then to give notice
thereof to the Landlord and if so required by the Landlord at the
expense of the Tenant within twenty-eight days to procure some other
person acceptable to the Landlord to execute a Guarantee in respect of
the payment of the said rents and the-observance and performance of the
said covenants in the form set out in Schedule M hereof (mutatis
mutandis)
TO PAY LANDLORD'S COSTS
(32) To pay to the Landlord m demand all proper and reasonable costs charges
expenses (including legal and surveyors' and other professional costs)
and fees including Bailiffs' costs properly and reasonably incurred by
the Landlord plus Value Added Tax thereon for or in connection with the
levy of a distress for the rents payable hereunder or any part thereof
or as a result of the Bailiff being paid the said rents or any part
thereof whether or not any distress in the event be levied or otherwise
for or in connection with the recovery pf arrears of the said rents or
the moneys payable by the Tenant hereunder
VALUE ADDED TAX
(a) If any VAT is chargeable on any supply under or pursuant to
this Lease, the Tenant shall pay by way of additional
consideration the amount of that VAT
(b) Without limiting sub-clause (a) above, each sum reserved or
payable by the Tenant under this Lease is exclusive of VAT (if
any) and is accordingly to be construed as a reference to that
sum plus any VAT in respect of it, and where any sum is
reserved as rent, the VAT is also reserved as rent
(c) If VAT is chargeable on any supply made by-the Landlord to the
Tenant for which a sum is not reserved or payable under this
Lease, the Tenant shall pay that VAT to the Landlord against
issue of a VAT invoice.
(d) Where under this Lease, the Tenant is obliged:
(i) to make any payment to the Landlord or any other
person (including, without limitation, by way of
service charge, indemnity or reimbursement) by
reference to any amount incurred or which will or may
be incurred by the Landlord or any other person; or
(ii) otherwise to pay all or part of the consideration for
any supply made to the Landlord or any other person,
then without prejudice to sub-clauses (a) to (c) above, the
Tenant shall be obliged to pay an amount equivalent to any VAT
in respect of the amount or consideration except to the extent
that the VAT is recoverable by the Landlord or any other
person as appropriate.
-18-
(e) For the purposes of sub-clause (d) above, VAT is recoverable
by a person, if that person (or any company treated as a
member of the same VAT group as that person) is entitled to
credit for it as input tax under sections 25 and 26 VAT Act
1994. For the avoidance of doubt, VAT is not recoverable by a
person only because he could elect to waive exemption, but has
not done so.
(f) Where for the purposes of this Lease it is necessary to
calculate or estimate the cost or value of anything, including
any building, structure, work, item, act or same, the cost or
value shall be calculated or estimated so as to include any
VAT which will or may be incurred in addition.
(g) The Landlord shall issue the Tenant with a proper VAT invoice
in respect of any supply by the Landlord to the Tenant
4. THE TENANT COVENANTS with the Company and separately with the Landlord:
TO PAY SERVICE CHARGE
(1) To pay to the Company the Service Charge and the Interim Payment (in
each case as defined in Schedule V hereto) forthwith on demand and to
make the Interim Payment on account of the Service Charge half yearly
in advance on the first day of January and the first day of July in
each year or by such other installments or on such other dates as the
Company may from tune to time specify and any other payments due in
accordance with the provisions of Schedule V hereto PROVIDED THAT if
any of the monies referred to in this clause shall not be paid m the
date on which they are payable the Tenant shall in addition pay
interest thereon at the prescribed rate from such date until the date
of payment thereof as well after as before any judgement
COMMON PARTS
(2) (a) Not to cause the Common Parts to become untidy or unclean and
not to cause or permit any obstruction or damage to any
Conducting Media in or serving the Property or any other
premises in the Development and in the event of any such
obstruction or damage forthwith to make good the same to the
satisfaction of the Landlord and/or the Company
(b) Not to park or permit any vehicles to be parked in any part of
the Common Parts save the Car Parking Spaces mentioned in Part
2 of Schedule I hereto
(c) Not to use or permit to be used the Common Parts and/or the
Car Parking Spaces mentioned in sub-clause (b) above for the
storage of goods vehicles plant and equipment and to use the
said Car Parking Spaces solely for the parking of private
motor cars
(d) Not to do or suffer any act or thing whereby any of the Common
Parts may be damaged or obstructed or use or suffer the same
to be used in such manner as to cause in the opinion of the
Landlord of the Company any nuisance damage or
-19-
annoyance to the Landlord and/or the Company or other tenants
owners or occupiers of any other parts of the Estate
TO DISPOSE OF REFUSE
(3) To dispose of refuse from time to time in a neat and efficient manner
in the areas so provided for that purpose by the Company (if any) and
so as not to cause any nuisance or annoyance to any other tenants
owners or occupiers in the Development in accordance with the
directions of the Company
TO COMPLY WITH REGULATIONS
(4) To comply with all such reasonable regulations as the Landlord and/or
the Company may make from time to time for the management of the Estate
5. THE Landlord COVENANTS with the Tenant
QUIET ENJOYMENT
(1) That the Tenant paying the rent hereby reserved and performing and
observing the covenants m the part of the Tenant herein contained shall
and may peaceably and quietly hold and enjoy the demised premises for
the term without any interruption by the Landlord or any person
lawfully claiming under or in trust for the Landlord
TO INSURE
(2) (a) That the Landlord will subject to ft terms of such insurance
and to it not being vitiated by any statement act or omission
of the Tenant any sub-tenant or other occupier of the demised
premises or any part thereof or their respective servants
agents or invitees keep the demised premises (but excluding
Tenant's fixtures and fittings) insured against the insured
risks (subject to insurance against such risks being available
at reasonable cost in the United Kingdom and subject to such
limitations excesses and exclusions as the insurers may
impose) in such office in such names and in such sum
(including Architects' and Surveyors' and other professional
fees and the cost of shoring up demolition and site clearance
and incidental expenses and VAT) as the Landlord may deem
expedient and to produce to the Tenant on request a certified
copy or details of the policy of insurance but not more than
one in every year and evidence of payment of the current
year's premium and subject to all planning and other consents
permissions or approvals necessary to enable the Landlord so
to do having been obtained as soon as possible apply all
insurance monies received by the Landlord (except any moneys
in respect of loss of rent which shall be retained by the
Landlord for its own use and benefit) in rebuilding and
reinstating the demised premises or such part thereof as shall
be destroyed or damaged as soon as practicable
(b) If the rebuilding and/or reinstatement of the demised premises
as hereinbefore shall be frustrated or prevented (whether
because any competent authority shall
-20-
lawfully refuse permission for or otherwise prevent such
rebuilding or reinstatement or for any other reason) for a
period exceeding three years then all relevant insurance
moneys (so far as unapplied as aforesaid) shall belong
beneficially to the Landlord
6. THE Company hereby covenants with the Tenant and separately with the
Landlord:-
TO INSURE COMMON PARTS
(1) That (subject to payment by the Tenant of the Interim Payment and the
Service Charge herein provided) the Company will (unless such insurance
shall be vitiated by any statement act or omission of the Tenant any
sub-tenant other occupier of the Estate or any part thereof or their
respective servants agents invitees) keep the Common Parts insured
against the insured risks (subject to insurance against such risks
being available at reasonable cost in the United Kingdom and subject to
such limitations or exclusions as the insurers may impose) in the full
reinstatement value thereof (including Architects' Surveyors' and other
professional fees and the cost of shoring up demolition and site
clearance and other expenses) in a reputable insurance office and to
produce to the Tenant on request (but not more than once in any year) a
copy of the policy of insurance and the receipt for the current year's
premium and subject to all planning and other consents permissions or
approvals necessary to enable the Company so to do as soon as possible
apply all insurance moneys received by the Company in respect thereof
in rebuilding and reinstating the Common Parts or such part thereof as
shall be destroyed or damaged as soon as practicable
TO REPAIR AND MAINTAIN COMMON PARTS
(2) That (subject as aforesaid) the Company will:-
(a) Keep and maintain or endeavour to procure that there is kept
or maintained in good and substantial repair and condition the
Common Parts (including in particular the resurfacing cleaning
and repairing of the Access Roads and the Car Parking Spaces
as required from time to time) and all walls (including
perimeter walls and party walls) fences and gates and the
Conducting Media (insofar as they are not the responsibility
of the Tenant or any other occupant of the Estate)
(b) Keep the Common Parts reasonably cleaned and lighted
(c) Keep neat and tidy and properly planted and cultivated the
planted areas in the Common Parts (if any)
(d) Do such acts and things necessary to comply with the statutory
requirements of the Local Authority the Fire Authority and any
other relevant authority or person in relation to the Common
Parts
PROVIDED ALWAYS that the Company shall be deemed to have complied with
the covenants on its part herein contained if they are performed by any
third party but the
-21-
Company shall not be liable to the Tenant for the temporary failure to
provide the services set out in the above covenants due to the act or
default of the Company's employees and/or contractors and/or any other
circumstances beyond the control of the Company (save to the extent
that the Company is able to recover its loss from its insurers)
7. PROVIDED always
PROVISO FOR RE-ENTRY
(1) (a) If any of the rents hereby reserved or any part thereof shall
be unpaid for 21 days after becoming due (whether formally
demanded or not) or
(b) if there shall be any breach of any Tenants covenants herein
contained or
(c) if the Tenant shall:-
(i) enter into any arrangement or composition or scheme
for the benefit of its creditors or apply to the
Court for an Interim Order under Part VIII of the
Insolvency Act 1986 or
(ii) permit any execution to be levied on the demised
premises or
(iii) be unable (or has no reasonable prospect of being
able) to pay a debt within the meaning of Sections
267 and/or 268 and/or 269 of the Insolvency Act 1986
or (not being a company) shall become insolvent or
bankrupt or have a Bankruptcy Order or have an
Interim Order under Part VIII of the Insolvency Act
1986 made against him or if the Tenant is more than
one person all or any of such persons or
(iv) (being a company) enter into liquidation (whether
compulsory or voluntary save for the purpose of
amalgamation or reconstruction without insolvency) or
have an Administration Order made against it or if a
Receiver shall be appointed of the Tenant
the Landlord may in any such case enter the demised premises
or any part thereof in the name of the whole and thenceforth
peaceably hold and enjoy the same as if these presents had not
been made but without prejudice to any right of action or
remedy of the Landlord in respect of any antecedent breach of
any of the covenants by the Tenant herein contained
(d) In this Lease the words "Composition" "Scheme" Bankruptcy
Order" and "Administration Order" shall have the meanings
given to them in the Insolvency Act 1986 or any statutory
re-enactment modification or amendment thereof
NO RIGHTS OF LIGHT
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(2) Nothing herein contained shall by implication of law or otherwise
operate or be deemed to confer on the Tenant any easement right or
privilege whatsoever save as herein expressly provided over any
adjoining adjacent or neigbbouring property or premises now or
hereafter belonging to the Landlord and in particular but without
prejudice to the generality of the foregoing no such easement right or
privilege which restrict or prejudicially affect the future building
rebuilding alteration use or development of such property and the
Landlord and/or any person authorised by the Landlord shall have the
right at any time to carry out such works or to pull down and rebuild
any such adjoining adjacent or neighbouring property or premises as it
may deem fit without obtaining any consent from or making any
compensation to the Tenant on account thereof nor shall the Tenant be
entitled to compensation for any damage annoyance inconvenience or
disturbance caused thereby
CESSER OF RENT
(4) If the demised premises shall be so destroyed or damaged by any of the
insured risks as to be unfit for occupation and use and provided that
the insurance of the demised premises shall not have become void or
voidable whether in whole or part as a result of any act or omission of
the Tenant or its sub-tenants or other occupier of the demised premises
or any of their respective servants agents or invitees the yearly rent
payable hereunder or a due proportion according to the nature and
extent of the damage sustained shall forthwith cease to be payable
until the demised premises shall be rebuilt or reinstated so as to be
fit for occupation and use
STATUTORY COMPENSATION
(5) Upon quitting the demised premises the Tenant shall not be entitled to
any compensation whatsoever whether under the provisions of any
legislation enacted before or after the date hereof or otherwise
Provided that this clause shall apply only if and so far as it is
lawful for the parties hereto to make such agreement and shall not
extend to any claim against the Landlord for breach of covenant
NOTICES
(6) Section 196 of the Law of Property Act 1925 shall apply to all notices
served hereunder but shall be extended so that (a) where the Tenant
comprises more than one person service of any notice on any one of them
shall be deemed service on all of than and also upon any guarantor of
the Tenant and (b) any notice may be served by posting it in a pre-paid
registered or recorded delivery envelope addressed in the case of the
Tenant to its registered office (if any) or to the demised premises and
in the case of the Landlord to its registered office (if any) or other
last known address and shall be deemed to have been served on the day
after that on which it is posted and in proving such service it shall
be sufficient to prove that the envelope containing the notice was
properly addressed stamped and posted
NO IMPLIED EASEMENTS
-23-
(7) Nothing herein contained shall operate expressly or impliedly to confer
upon or grant to the Tenant any easement right or privilege other than
those expressly hereby granted and set out in Part 2 of Schedule I
hereto (if any)
DISPUTES
(8) In case any dispute shall arise between the Tenant and the owners
tenants or such occupiers of such premises relating to party walls
Conducting Media or to any other structures appurtenances or
attachments whatsoever the Landlord may determine every such dispute in
such manner as the Landlord reasonably thinks fit and the Tenant will
submit to and abide by every such determination
HEADINGS
(9) The headings are for convenience of reference only and shall not form
part of nor affect the wording of this Lease
ENFORCEMENT OF COVENANTS
8. THE Landlord hereby covenants with the Company that if required by the
Company the Landlord will enforce the covenants on the part of the
Tenant in this Lease subject to the Company fully and effectually
indemnifying the Landlord against all costs and expenses in respect of
such enforcement and providing such security in respect of costs and
expenses as the Landlord may reasonably require
AGREEMENT AND DECLARATION
9. It is hereby agreed and declared flat
(a) That the Tenant shall not at any Um make any alteration of or
addition to the demised premises which will materially
interfere with the access of light and air to any windows or
openings which may now or at any time hereafter be provided by
the Landlord on adjoining adjacent or neighbouring premises
(b) That the Landlord shall have the free and uninterrupted right
to build upon its adjoining adjacent or neighbouring property
and rebuild alter extend develop use or add to any building at
any time hereafter erected thereon notwithstanding that such
building rebuilding alterations extending using developing or
adding might interfere with any access of light and air
attaching to the demised premises
(c) That nothing herein contained or implied shall impose or be
deemed to impose any restriction on the use of any land or
building not comprised in this Lease or give the Tenant the
benefit of or the right to enforce or to have enforced or to
permit the release or modification of any covenant agreement
or condition entered into by any purchaser from or by any
lessee or occupier of the Landlord in respect of property not
comprised in this Lease or to prevent or restrict in any way
the development and/or use of any land not comprised in these
presents but not so as
-24-
substantially to interfere with or affect the quiet enjoyment
and use of the demised premises by the Tenant
(d) This Lease shall be governed by and construed in all respects
in accordance with the Laws of England and Wales
EXCLUSION OF LANDLORD AND TENANT ACT
10. HAVING been authorised to do so by an Order of the Mayor's and City of
London Court made on the ninth day of December 1998 under the
provisions of Section 38(4)(a) of the Landlord and Tenant Act 1954 the
parties hereto agree that the provisions of Sections 24 to 28
(inclusive) of that Act or any statutory modification or re-enactment
thereof shall be excluded in relation to the tenancy hereby created
IN WITNESS whereof the parties have executed this instrument as their deed the
day and year first before written
-25-
SCHEDULE I
PART I - Description of the demised premises
The land and buildings known as Unit 15 Raleigh Court Priestley Way Manor Royal
Crawley West Sussex as shown for identification only edged red on the Plan
subject to all easements rights liberties and privileges whatsoever now or
hereafter affecting same
PART 2 - Rights and easements granted to the Tenant
(1) Subject to payment by the Tenant of the Service Charge PA right and
liberty for the Tenant and all persons authorised by the Tenant (in
common with the Landlord all other tenants owners and other persons now
or hereafter entitled to the like rights) at all times by day or by
night and for the purpose of access to and egress from the demised
premises with or without motor cars and other vehicles to go pass and
repass over and along the Access Roads and on foot only over any
passageways or pavement areas leading to the demised premises (but not
in either case over any parking areas used or intended to be used by
other tenants owners or other persons on the Estate)
(2) The exclusive right to use the three Car Parking Spaces shown edged
Green on the Plan or such other space or spaces in the Estate
designated by the Company for the sole purpose of parking upon each
space one motor car only but not so as to interfere with the rights
granted to the other tenants or occupiers in the Estate
(3) The right at all reasonable times on not less than seven days' written
notice (except in the case of emergency) to enter and remain with or
without worlanen plant and materials for the shortest possible period
upon the remainder of the Estate for the purpose of making connections
to and whenever necessary clmlng repairing mmntmmng altering replacing
renewing relaying or inspecting the Conducting Media serving the
demised premises (insofar as it shall not be the obligation of the
Company to do so or the Company has defaulted in such obligation) if
such work cannot reasonably be carried out without such access the
Tenant or person exercising such right causing the niwmum inconvenience
and making good forthwith all damage thereby occasioned to that part of
the renwnder of the Estate entered upon or any property. or chattels
thereon
(4) At all reasonable times on not less than seven days' written notice
(except in the case of emergency) to enter and remain for as short a
period as possible with or without workmen and plant machinery and
scaffolding upon the remainder of the Estate for the purpose of
rebuilding constructing repairing maintaining altering cleansing and
inspecting demised premises if such work cannot otherwise be undertaken
at reasonable cost PROVIDED THAT the Tenant or person or persons
exercising such rights shall (i) consult the Landlord and any occupier
of the relevant part of the remainder of the Estate and agree the most
expeditious and economic means of carrying out such work (such
agreement on the Landlord's part not to be unreasonably withheld or
delayed) and (ii) cause as little inconvenience annoyance or
disturbance as possible and make good
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forthwith all damage thereby occasioned to that part of the remainder
of the Estate entered upon or any property or chattels thereon
(5) The free and uninterrupted passage and running of water and soil
electricity and other services to and from the demised premises through
the Conducting Media (save for temporary disconnection as hereinafter
provided)
(6) The right of support protection and shelter as presently enjoyed for
the demised premises from ft other parts of the Estate PROVIDED ALWAYS
that the Landlord and/or the Company shall be entitled to erect and
maintain gates at any of the entrances to the Estate and install and
maintain entryphone systems and/or such other security devices as the
Landlord and/or the Company considers necessary and the Tenant hereby
acknowledges that the providing of keys to the Tenant and/or connection
and access to such system shall afford sufficient access and the taking
of such actions shall not constitute a derogation from the grant of any
of the rights hereinbefore mentioned
PART 3 - Rights excepted and reserved
(1) To the Landlord and the Company and the tenants owners and occupiers of
the Development and their respective servants agents and invitees:-
(a) Easements rights and privileges over along and through the
demised premises corresponding with those set forth in
paragraphs (3) (4) (5) and (6) of Part 2 of the First Schedule
and in addition such further easements rights and privileges
as may in the opinion of the Landlord or any party authorised
by the Landlord be necessary for the repair renewal
reconstruction enlargement rebuilding or replacement of any
building which is now or at any time during the Specified
Period may be erected on any other part of the Estate and for
the maintenance and management of the Estate and performance
by the Company of the obligations m the Company's part
contained in this Lease PROVIDED THAT if such rights are
exercised as a result of the default by the Tenant the cost of
such works- of default shall be payable by the Tenant to the
Landlord forthwith m demand
(b) Full right with or without workman and others authorised by
the Landlord or the Company with necessary appliances and
materials at all reasonable times on notice (except in the
case of emergency) to enter upon the demised premises for the
purpose of viewing the state and condition thereof and of
carrying out the Landlords and/or the Company's obligations in
this Lease the person exercising such rights causing the
minimum inconvenience and making good all damage thereby
occasioned to the demised premised the Tenant's stock,
equipment and fixtures and fittings
(c) The free and uninterrupted passage and running of water air
soil gas and electricity telephone power and other services
through the Conducting Media or any of them laid in on over or
under the demised premises or any part thereof to or from any
other part of the Development Together with the right to enter
on to
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the demised premises for the purpose of connecting to
repairing replacing renewing relaying enlarging cleansing and
maintaining the Conducting Media or any of them and during
such period as any such works are being carried out
temporarily disconnecting any of the Conducting Media for as
short a time as possible subject to the person or persons
exercising such right making good all damage to the demised
premises the Tenant's stock, equipment and fixtures and
fittings caused by such entry except insofar as such entry may
be necessitated by any default of the Tenant
(d) The right for the Landlord or any person deriving title
through the Landlord any owner or occupiers of land and/or
buildings formerly within Title Number WSX 210174 their
respective successors in title assigns and any persons
authorised by any of them to have windows and other openings
in the buildings now or at any time hereafter erected on or
the land formerly within Title Number WSX 210174
(e) Out of this demise any easement or right of light air or
otherwise which would restrict or interfere with the free use
of the Development for building or other purposes
(2) The rights excepted and reserved under the Second Schedule to the
transfer dated 15th January, 1997 made between Walldren Limited (1)
Magellan Terrace (Discovery Park) Limited (2) and the Landlord (3), in
favour of the parties to which those rights were excepted and reserved.
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SCHEDULE II - RENT
(1) RENT
Until 9/3/99 the yearly rent shall be a peppercorn and thereafter
twelve thousand five hundred pounds (L12,500)
(2) RENT PAYMENT DATES
The yearly rent is payable without any deduction by equal quarterly
payments in advance on the 25th March, 24th June, 29th September and
25th December ("the Quarter Days") in every year. The first payment
(which is an apportioned sum) is to be made on the date of this Lease
in respect of the period commencing on 10/12/1998 and ending on the day
before the next following Quarter Day.
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SCHEDULE III
1. The Surety guarantees to the Landlord the performance by the Tenant
throughout. the term of each of the covenants falling to be complied
with by the Tenant under this Lease and shall indemnify the Landlord
against all losses, damages, costs and expenses arising or incurred by
the Landlord as a result of any non-performance.
2. The obligations of the Surety under this guarantee will not be affected
by:
(a) any time or indulgence granted to the Tenant by the
Landlord;
(b) any legal limitation, disability or other
circumstances relating to the Tenant or any
irregularity, unenforceability or invalidity of any
obligations of the Tenant under this Lease;
(c) any licence or consent granted to the Tenant or any
variation in the term of this Lease save as provided
in section 18 of the Landlord and Tenant (Covenants)
Act 1995;
(d) the release of one or more of the parties defined as
the Surety (if more dm one); or
(e) any other act, omission, matter, event or thing
whereby (but for this provision) the Surety would be
exonerated in whole or in part from the guarantee
other than a release under seal given by the
Landlord.
3. The Surety is liable to the Landlord under this guarantee as sole or
principal debtor and the obligations of the Surety under this guarantee
constitute a direct, primary and unconditional liability to pay on
demand to the Landlord any sum which the Tenant is liable to pay under
this Lease and to perform m demand by the Landlord any obligation of
the Tenant under this Lease without the need for any recourse on the
part of the Landlord against the Tenant. If the Landlord brings
proceedings against the Tenant, the Surety shall be bound by any
findings of fact, interim or final award or interlocutory or final
judgment made by an arbitrator or the court in those proceedings.
4. If the Tenant (being a company) enters into liquidation and the
liquidator disclaims this Lease, or the Tenant (being a company) is
dissolved and the Crown disclaims this Lease, or the Tenant (being an
individual) becomes bankrupt and the trustee in bankruptcy disclaim
this Lease, then within six months after the disclaimer the Landlord
may require the Surety by notice to enter into a new lease of the
demised premises for a term equivalent. to the residue which would have
remained of the term granted by this Lease if there had been no
disclaims at the same rents and subject to the same covenants; and
conditions (including as to the review of rent) as are reserved by and
contained in this Lease (other than this Schedule).
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5. The new lease and the rights and liabilities under it shall take effect
as from the date of the disclaimer and the Surety shall be liable for
all payments due under the new lease as from the date of disclaimer as
if the new lease had been granted on the date of disclaimer.
6. The Surety shall pay the Landlord's costs of and accept the new lease
and shall execute and deliver to the Landlord a counterpart of it.
7. If the Landlord does not require the Surety to take a new lease of the
demised premises the Surety shall pay to the Landlord on demand a sum
equal to the rents that would have been payable under this Lease but
for the disclaimer in respect of the period from ft date of the
disclaimer until the date which is six months after the date of the
disclaimer or the date on which the demised premises has been re-let by
the Landlord, whichever first occurs.
8. So long as this guarantee remains in force the Surety shall not;
(a) in the event of any bankruptcy, liquidation,
rehabilitation, moratorium or other insolvency
proceedings relating to the Tenant claim or prove as
creditor in competition with the Landlord; or
(b) be entitled to claim or participate in any security
held by the Landlord in respect of the Tenant's
obligations to the Landlord under this Lease; or
(c) exercise any right of set off against the Tenant
9. If any VAT is payable by the Tenant to the Landlord under the terms of
the Lease, the Surety's obligation shall extend to that VAT. If the
Surety makes any payment in respect of VAT, the Landlords obligation to
issue a VAT invoice to the Tenant under the Lease in respect of that
VAT shall not be affected, and the Landlord shall not be under any
obligation to issue a VAT invoice to the Surety in respect of that VAT.
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SCHEDULE IV
In the case of an authorised guarantee agreement to be given under the term of
clause 3(25)(c) the following modifications shall be made to the form of Surety
covenant set out in Schedule M:
1. In paragraph I of Schedule Ell the words "through(yut the term" shall
be replaced by the words "throughout the Guarantee Period".
2. In paragraph 4 of Schedule M the words "during the Guarantee Period"
shall be inserted at the beginning of that paragraph after "If'.
3. The following additional paragraphs shall be added:
8. To the extent that any provision of this guarantee does not
conform with section 16 of the AM that provision shall be
severed from the remainder of this guarantee and this
guarantee shall have effect as if it excluded that provision.
9. In this Schedule:
"Tenant" means [insert name of assignee in respect of whom the Tenant
is entering into the authorised guarantee agreement];
"Guarantee Period" means the period ending on the date on which the
Tenant is released by virtue of the Landlord and Tenant
(Covenants) Act 1995.
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SCHEDULE V
Provisions relating to Service Charge
1. In this Lease and in this Schedule:-
(i) "The Surveyor" means the surveyor or firm of managing agents
from time to time appointed by the Company for carrying out or
procuring the carrying out of its obligations contained in
this Lease
(ii) "Estate Expenditure" means the cost of carrying out the
Company's obligations set out in clause 6 of this Lease and
the further costs expenses and provisions set out in paragraph
2 of this Schedule
2. Estate Expenditure shall include the following:-
(a) all sums required or estimated to be required
(whether in respect of current or future years) to
provide any services or carry out any maintenance
repairs renewals reinstatements rebuilding or
decorations on or in relation to the Estate
(excluding any work which is the liability of any
owner tenant or occupier of part thereof) and
complying with clauses 6(l) (in relation to insurance
of Common Parts) and 6(2) (maintenance of Common
Parts)
(b) the remuneration payment and other expenses as may be
appropriate of the Surveyor and such other agents
servants and workmen employed by the Company or the
Surveyor to carry out the Company's obligations in
this Lease (to include for the avoidance of doubt the
cost of collecting and administering the service
charge and Estate Expenditure)
(c) rates taxes duties charges assessments impositions
and outgoings whatsoever whether parliamentary
parochial or of any other description assessed
charged or imposed upon or in respect of the Estate
or any part thereof and not primarily the liability
of the Tenant or any other tenant owner or occupier
of any other part of the Estate
(d) the costs and expenses of preparing and supplying
statements of the accounts of Estate Expenditure and
copies of all rules and regulations from tune to tune
made by the Company and/or the Landlord (as the case
may be)
(e) the charges and remuneration of a qualified
accountant employed for the purposes of preparing
auditing and providing copies of accounts in respect
of Estate Expenditure
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(f) a reasonable provision for large items of future
expenditure beyond the usual Estate Expenditure for
the current year to be held in a reserve fund with
the object of avoiding large fluctuations in Estate
Expenditure from year to year
(g) any other expenditure reasonably and properly
incurred by the Company in carrying out its
obligations in Us Lease and/or winch is for the
benefit and amenity of the Estate
3. The amount of Estate Expenditure shall be determined by reference to
the calendar year unless the Company shall otherwise determine
4. In advance of (or as early as may be in) each year the Surveyor shall
determine and notify in writing to the Tenant the amount which in his
opinion fairly represents the likely amount of the Tenant's payment of
Service Charge for that year ("the Provisional Sum) PROVIDED THAT if in
the opinion of the Surveyor the Provisional Sum should continue the
same as in the previous year of accounting no further notification
thereof need be given to the Tenant
5. The Tenant shall pay one half of the Provisional Sum to the Company
within 5 working days of such notification (or on demand if no notice
is given because the Provisional Sum is to remain the same as in the
previous year) and will also pay one half of the Provisional Sum on 1st
July in the relevant service charge year.
6. As soon as practicable after the end of each calendar year the Surveyor
shall produce fine accounts in an appropriate form showing Estate
Expenditure for that calendar year and: -
(i) any overpayment of Service Charge by the Tenant shall
be taken into account in determining the Service
Charge payable by the Tenant for the next calendar
year
(ii) in the event of any under payment of Service Charge
by the Tenant the Surveyor shall make a further
demand for the excess due which shall be paid by the
Tenant within fourteen days of demand
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