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Exhibit 10.29
DATE SIXTEENTH OCTOBER 1989
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(1) DANBUILD INVESTMENTS (U.K.) LIMITED
(2) SYNON LIMITED
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L E A S E
of premises at 77-85 Fulham Palace Road, London W6
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Lipman Bray
Thrutchley House
1 Bickenhall Street
London W1H 31A
Re: TGM/
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H.M. LAND REGISTRY
Land Registration Acts (1925-1971)
LEASE OF PART
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[DATE STAMP]
London Borough: London Borough of
Hammersmith & Fulham
Freehold Title No: NGL551831
Property: 4th floor Block A (Elsinore
House), 77-85
Fulham Palace Road, London W6
DATE: SIXTEENTH OCTOBER 1989
THIS LEASE is made BETWEEN (1) The Lessor and (2) The Tenant referred to in the
following particulars
PARTICULARS
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The Lessor DANBUILD INVESTMENTS (U.K.) LIMITED
whose registered office is c/o
Bright Grahame Muriel Chartered
Accountants, 124-130 Seymour
Place,London
W1H 6AA
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The Tenant SYNON LIMITED
whose registered office is at 19 St
Pauls Road London N1 2YW
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The Building Block A, (Elsinore House)
77-85 Fulham Palace London W6 shown
edged brown on Plan 1
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The Premises Fourth floor Premises edged red on
Plan 2 and further defined in the
First Schedule
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The Term From and including lst July 1989 for
a period of 25 years ending on 30th
June 2 subject to the provisions in
this Lease for earlier termination.
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The Rent Commencement
Date One month from the date hereof
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The Initial Rent THREE HUNDRED AND EIGHT THOUSAND
FOUR HUNDRED AND TWENTY FIVE POUNDS
STERLING per annum
(pound 308,425.00 p.a.)
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The Review Dates 1st July 1994 1st July 2004
1st July 1999 1st July 2009
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The Permitted Use As offices and for the purpose of
holding educational seminars and
courses
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The Car Parking Spaces FOUR (4) car parking spaces
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The Tenant's Break Date 30th June 2004
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The Lessor's Break Date 30th June 2005
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DEFINITIONS
1. IN THIS LEASE unless the context otherwise requires:-
1.1 The expressions in the first column of the Particulars shall
have the meanings given to them in the second column of the
Particulars and the Particulars form part of this Lease
1.2 "the Lessor" includes the person for the time being entitled
to the reversion immediately expectant on the Term and any
superior landlord
1.3 "the Tenant" includes the successors in title of the Tenant
1.4 "the Tenant or anyone connected with it" means any of the
Tenant its employees agents licensees invitees and anyone else
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on the Estate expressly or impliedly with the authority of the
Tenant
1.5 "the Gurantor" includes the estate and personal representatives
of the Guarantor)
1.6 "the Term" includes any continuation or extension thereof or
any period of holding over in each case whether by statute or
common law
1.7 "the Rent" means:-
1.7.1 From the date hereof until the Rent Commencement Date
a peppercorn (if demanded)
1.7.2 From the date hereof until the first of the Review
Dates the Initial Rent
1.7.3 Thereafter the Reviewed Rent
1.8 "the Reviewed Rent" means the Rent computed in accordance with
the terms of the Fifth Schedule
1.9 "the Rent Payment Days" means 1st, January 1st, April 1st July
and 1st October
1.10 "the Granted Rights" means the rights set out in the Second
Schedule
1.11 "the Reserved Rights" means the rights set out in the Third
Schedule
1.12 "the Estate" means the property known as 77-85 Fulham Palace
Road London W6 being the land comprised in the freehold title
mentioned above shown edged green on Plan 1 and the buildings
from time to time on it
1.13 "the Car Park" means the car park in the basement of Blocks B
and C (being the buildings on the parts of the Estate erected
or in the course of erection shown for the purpose of
identification only edged blue and purple respectively on Plan
1) and including the entrances driveways access ramps roadways
and other areas in or ancillary to it
1.14 "the Roadways" means the roads from time to time on the Estate
including the entrances driveways access ramps and roadways
forming part of the Car Park
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1.15 "the External Areas" means the Roadways and the forecourts
landscaped areas and other external areas on the Estate from
time to time and the boundary walls and fences of the Estate
1.16 "the Common Parts" means the entrance halls landings
staircases corridors, lifts, toilets and other parts of the
Building the use of which is or may be common to the Tenant
and the occupiers of any other part of the Building
1.17 "Adjoining Property" means any neighbouring or adjoining land
or property in which the Lessor or a Group Company has now or
at any time during the Term shall have acquired a freehold or
leasehold interest
1.18 "Insured Risk" means any of the risks referred to in Clauses
7.2.1 and 7.2.2 and any other risks against which the Lessor
shall at the time of the damage or destruction in question
have reasonably effected insurance subject to the excesses
exclusions or limitations referred to in Clause 7.1.1.2
1.19 "the Policy" means the insurance policy referred to in clause 7
1.20 "the Insurance Contribution" means the total of:-
1.20.1 the fair proportion (as determined by the Surveyor
acting as an independent expert and not as an
arbitrator) of the sums payable by the Lessor by way
of premiums for insuring the Estate against the
insured Risks referred to in clause 7.2.1 and 7.2.2;
and
1.20.2 all of the sums payable by the lessor by way of
premiums for insuring against loss of the Rent
payable under this Lease from time to time (having
regard to reasonable sums in respect of any review of
the Rent which may become due under this lease) for
five (5) years; and
1.20.3 all of any increased premium payable for any such
insurance relating to the Premises or to any other
part of the Estate and/or the loss of the rents
payable under this Lease or the lease of any other
part of the Estate as a result of any act or omission
of the Tenant or anyone connected with it
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1.21 "the Services" means the services and other matters set out in
the Sixth Schedule
1.22 "the Surveyor" means any person or firm appointed by or acting
for the Lessor from time to time (including an employee of the
Lessor or a Group Company) appointed by the lessor to perform
the function of a surveyor for any purpose of this Lease
1.23 "the Accountant" means any independent Accountant or firm of
Accountants appointed by or acting for the Lessor from time to
time or and independent Chartered Surveyor) or firm of
Chartered Surveyors who (in the case of surveyors) shall be
experienced in the preparation and auditing of service charge
accounts to perform the function of an accountant for any
purpose of this lease
1.24 "the Managing Agent" means any person or firm appointed by or
acting for the lessor from time to time (including an employee
of the lessor or a Group Company) to collect the rents from
and to manage the Estate
1.25 "Accounting Period" means a year commencing on 1st January or
such other date and/or period as the Lessor shall from time
to time decide
1.26 "the Total Service Cost" means the aggregate amount in each
Accounting Period of:-
1.26.1 The amounts properly incurred by or on behalf of the
Lessor in providing all or any of the Services
1.26.2 The amounts properly incurred by or on behalf of the
Lessor in connection with any of the matters referred
to in the Seventh Schedule
1.26.3 The amounts considered reasonably appropriate by the
Managing Agent or the Surveyor acting as an
independent expert and not as an arbitrator as a
reserve towards future expenses of a periodical or
non-annually recurring nature in connection with any
of the Services or the said matters
1.26.4 Value added tax payable on or in connection with any
of the said amounts save insofar as the Lessor can
recover the same
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1.26.5 The costs incurred by the Lessor of and in connection
with the obligation set out in clause 5.4 less any
sums actually recovered by the Lessor pursuant to its
obligations set out in clause 5.4
1.27 "the Service Charge" means the fair proportion or fair
proportions of the Total Service Cost attributable to the
Premises as determined from time to time by the Surveyor
(acting as an independent expert and not as an arbitrator)
PROVIDED THAT:-
1.27.1 different proportions may be applied to different
items within the Total Service Cost or to different
amounts within the same item; and
1.27.2 no part of the Total Service Cost shall be deemed to
be attributable to the Car Park notwithstanding that
expenditure relating to the Car Park forms part of
the Total Service cost
1.27.3 the fair proportion shall be calculated on the basis
that all premises on the Estate intended to be let
have been let and that all the Tenants of the
Building and the Estate are contributing a fair and
reasonable proportion to the respective elements of
the Total Service Cost
1.28 "The Interim Charge" means four equal instalments such sums to
be paid in advance on account of the Service Charge for an
Accounting Period as the Lessors or the Managing Agents shall
from time to time specify to be a fair and reasonable estimate
of the Service Charge that will be payable by the Tenant for
that Accounting Period PROVIDED THAT the Lessor may revise
such estimate during an Accounting Period if it shall be fair
and reasonable to do so in the circumstances and the remaining
instalments in such Accounting Period shall be adjusted
accordingly
1.29 "the Service Conduits" means pipes wires cables sewers drains
gutters flues other conducting media and any items similar to
any of them and all valves chambers covers fixings and similar
items ancillary to any of them
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1.30 "the Planning Acts" means the Town and Country Planning Acts
1971 to 1985 and any regulations or orders made under the
authority of any such Act (but subject to clause 2.6)
1.31 "enactment" means any statute Statutory Instrument order or
byelaw issued by any competent authority for the time being
and from time to time in force and any rule regulation scheme
plan or direction issued under or deriving authority from any
of them
1.32 "decorate" means and includes decorate paint paper
varnish treat and polish and the like (as the specific
instance may require) and decoration shall be construed
accordingly
1.33 "Interest" means interest during the period from the date on
which the payment is due or from such other date as may be
specified in this Lease to the date of payment (both before
and after any judgment) at 4% above the base rate from time to
time of Royal Bank of Scotland plc or such other British Town
clearing bank as the lessor may from time to time nominate or
should such base rate cease to exist such other rate of
interest as is most closely comparable with the Interest Rate
to be agreed between the parties or in default of agreement to
be determined by the Accountant (acting as an expert and not
as an arbitrator)
1.34 "the 1954 Act" means the Landlord and Tenant Act 1954
1.35 "Group Company" means a company that is from time to time a
member of the same Group as the Lessor or Tenant as the case
may be within the meaning of section 42 of the 1954 Act
1.36 References to "the last year of the Term" include the last
year of the Term if the same shall determine otherwise than by
effluxion of time and to "the end of the Term" include such
sooner determination of the Term
1.37 "the Premises" and "the Estate" include any part of the
Premises and any part of the Estate respectively
1.38 "the parties" or "party" shall mean the Lessor and/or the
Tenant but excludes the Guarantor
1.39 "Development" has the meaning given by Section 22 of the Town
and Country Planning Act 1971
1.40 "act or default" means act default negligence or omission
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1.41 "rates" means general water and other rates taxes charges
community charge assessments impositions and outgoings of
whatever nature but shall not include any tax payable as a
direct result of any dealings by the Lessor with its
reversionary interest in the Estate and/or the Building and/or
the Premises or any income tax or corporation tax payable by
the Lessor on any rents under this Lease or any other lease or
licence of whatsoever nature on the Estate
1.42 "planning permission" means any of planning permission listed
building consent conservation area consent and any other
permission or consent under the Planning Acts
1.43 "the General Specification" means the General Specification
for the West Six Centre a copy of which is annexed to this
Lease
1.44 "the Additional Works Specification" means the Additional
Works Specification a copy of which is annexed to this Lease
1.45 Any reference to "this Lease" is a reference to this Lease as
varied amended or supplemented from time to time and includes
a reference to any document which varies amends or is
supplemental to or made or given pursuant to or in accordance
with any of the terms of this Lease
INTERPRETATION
2. In this Lease:-
2.1 Any obligation in this lease not to do an act or thing shall
be deemed to include an obligation not to permit or suffer
that act or thing to be done
2.2 The singular shall include the plural and the masculine shall
include the feminine and neuter
2.3 Where the Tenant comprises more than one person the covenants
on the part of such party shall be joint and several
2.4 References to any right of the Lessor to have access to the
Premises shall be construed as extending to all persons
authorised by the Lessor (including agents, professional
advisers, contractors, workmen and others)
2.5 References to any right of the Tenant shall be construed as
extending to all persons authorised by the Tenant (including
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authorised undertenants agents professional advisers
contractors workmen servants and others
2.6 Any reference to a specific statute includes any statutory
extension or modification or re-enactment of such statute and
any regulations or orders made under it (except in the case of
the definitions of "the 1954 Act" and "Group Company")
2.7 The paragraph headings do not form part of this lease and
shall not be taken into account in its construction or
interpretation
2.8 References to clauses or schedules are to clauses or schedules
in this Lease and references in a schedule to clauses are to
clauses in that schedule
DEMISE
3. The Lessor demises to the Tenant for the Term the Premises:-
3.1 together (in common with the Lessor and all others authorised
by it or otherwise entitled) with the Granted Rights but
subject to temporary interruption for repair alterations
replacement or other works and so far as reasonably
practicable in the circumstances not materially to interfere
with the use and enjoyment by the Tenant of the Premises); but
3.2 excepting and reserving to the Lessor and all others
authorised by it or otherwise entitled the Reserved Rights; and
3.3 subject to the matters contained or referred to in entries
numbered 1, 4, 5, 6 and 10 of the Charges Register of the
title above mentioned insofar as they still subsist and relate
to the Premises or the Granted Rights
the Tenant paying to the Lessor by way of rent without any deductions
whatsoever the Rent which shall be paid by equal quarterly payments in
advance an the Rent Payment Days the first payment being made on the
execution of this Lease in respect of the period from the Rent
Commencement Date to the next following Rent Payment Day
TENANT'S COVENANTS
4. The Tenant covenants with the lessor to observe and perform the
covenants and obligations contained in the Fourth Schedule
LESSOR'S COVENANTS
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5. Subject to and conditionally upon the Tenant paying the Rent the
Interim Charge the Service Charge and all other moneys payable under
this lease and performing and observing the covenants on the part of
the Tenant and the conditions and agreements contained in this Lease
the Lessor covenants with the Tenant as follows:-
5.1 to permit the Tenant to peaceably hold and enjoy the Premises
during the Term without any lawful interruption by the Lessor
or any person claiming under or in trust for the Lessor; and
5.2 to perform the Services except insofar as it is beyond the
Lessor's reasonable control including (without limitation) any
failure or interruption in any of the Services by reason of
necessary repair, replacement, maintenance of any
installations or apparatus, or their damage or destruction, or
by reason of mechanical or other defect or breakdown, or frost
or other inclement conditions, or shortage of fuel, materials,
water or labour , or any other cause PROVIDED THAT the Lessor
uses all reasonable endeavours to remedy the same as soon as
reasonably practicable and PROVIDED THAT the Lessor shall not
be liable to the Tenant in respect of any act default omission
or negligence of any porter attendant or other person
undertaking the Services or any of them on behalf of the
Lessor
5.3 At the reasonable request and at the sole cost of the Tenant
(but the Landlord shall give credit for recovery of any costs
from any third party) and upon the Tenant giving an indemnity
to the Lessor for payment of all costs and expenses reasonably
to be incurred by the Lessor (including reasonable
reimbursement for time spent by the Lessor) and upon payment
from time to time of such sums by way of security for costs
and expenses as maybe reasonably requested to take all action
reasonably necessary (including legal proceedings) for the
benefit and protection of the Premises against any tenant of
the Building of any part of the Estate so as to compel such
tenant or tenants to comply with the terms of any lease
between the Lessor and such tenant
5.4 To take such steps as are reasonable (including if necessary
the institution and prosecution of legal proceedings) to
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enforce the obligations of contractors sub-contractors
architects and engineers pursuant to their several contracts
with the Lessor in relation to the construction of the
Premises and/or the Building and the Lessor shall hold all
and any monies received in accordance with the provisions of
Clause 8.10 hereof
5.5 To observe and perform the covenants (whether restrictive or
otherwise) and stipulations to which the Landlords
reversionary interest in the Estate is or may from time be
subject (while the reversion is vested in it but not after it
shall have parted with the reversion) and fully indemnify the
Tenant in respect of any breach or non observance thereof
FORFEITURE
6. If:-
6.1 the Rent or any part shall at any time be unpaid for
twenty-one days after becoming payable (whether formally
demanded or not); or
6.2 any other sum due from the Tenant under the terms of this
Lease shall at any time be unpaid for twenty-one days after
the later of demand and becoming payable; or
6.3 any of the Tenant's covenants or obligations in this Lease
shall not be performed or observed; or
6.4 in relation to the Tenant(being a company)
6.4.1 a proposal is made for a voluntary arrangement
pursuant to Part I Insolvency Act 1986; or
6.4.2 a petition is reasonably and properly presented for
an administration order pursuant to Part II of that
Act; or
6.4.3 a petition is reasonably and properly presented
pursuant to Part IV of that Act or a resolution
reasonably and properly proposed for winding-up in
either case whether compulsory or voluntary or a
meeting is convened or a resolution is proposed for
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the purchase redemption or reduction of any part of
the issued share capital of the Tenant (whether or
not to comply with S.142 Companies Act 1985) (except
in any such case for a reconstruction or amalgamation
not involving or arising out of insolvency); or
6.4.4 a receiver is appointed of the whole or any part of
its assets or undertaking (whether or not an
administrative receiver as defined in S.29(2) of the
Insolvency Act 1986)
6.5 in relation to the Tenant (being an individual)
6.5.1 an application is reasonably and properly made for an
interim order pursuant to Part VIII of that Act; or
6.5.2 a petition is presented for bankruptcy or a
bankruptcy order is made pursuant to Part IX of that
Act; or
6.5.3 an insolvency practitioner is appointed pursuant to
S.273 of that Act; or
6.6 the Tenant shall make a composition with creditors which would
in the Lessors reasonable opinion materially affect the
Tenants ability to perform its covenants hereunder
6.7 any distress or execution is levied on any of the Tenants'
goods or property which would in the Lessors reasonable
opinion materially affect the Tenants ability to perform its
covenants hereunder
(and in every case if the Tenant is more than one person if any of the
said matters shall occur in relation to any one of them then and in any
such case the Lessor may at any time thereafter re-enter upon the
Premises in the name of the whole and thereupon this demise shall
absolutely determine but without prejudice to the right of action of
the Lessor in respect of any antecedent breach
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(including if applicable that in relation to which the Lease is
forfeited) of the Tenant's covenants or the conditions contained in
this lease
7. INSURANCE
7.1 Subject to and conditionally upon the Tenant paying the
Insurance Contribution the Lessor covenants with the Tenant:-
7.1.1 to insure the Estate
7.1.1.1 unless such insurance shall be vitiated by
any act of the Tenant or by anyone connected
with the Tenant; and
7.1.1.2 subject to such excesses exclusions or
limitations as the Lessor's insurers may
reasonably require in such insurance office
of repute or with such underwriters and
through such agency as the Lessor may from
time to time reasonably and properly decide
in as being the full cost of rebuilding or
reinstatement including architects,
surveyors and other professional fees, the
cost of debris removal, demolition, site
clearance, any works as a result of such
rebuilding or reinstatement that may be
required by statute and incidental expenses
7.1.2 produce to the Tenant on request (but if more than
once a year then at the Tenant's expense) a copy of
the Policy and the last premium receipt or other
reasonable evidence of the terms of the Policy and
the fact that the last premium has been paid
7.1.3 notify the Tenant of any material change in the risks
covered by the Policy
7.1.4 procure that the interest of the Tenant and any
mortgagee or chargee is noted on the Policy (and
which shall be deemed satisfied by a general note on
the policy that the interests of tenants are noted)
7.2 Such insurance shall be against:-
7.2.1 loss or damage by fire, explosion, storm,
lightning,earthquake, explosion, subsidence, tempest,
flood,
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burst pipes, impact, and (in peacetime) aircraft and
articles dropped therefrom, riot heave, civil
commotion and malicious damage and such other risks
insurance against which the Lessor may (but without
obligation) from time to time reasonably decide
7.2.2 liability of the Lessor arising out of or in
connection with any matter involving or relating to
the Estate; and
7.2.3 the loss of the Rent payable under this Lease from
time to time (having regard to any reasonable sums in
respect of review of rent which may become due under
this Lease) for five years
7.3 If
7.3.1 the Premises or access to then are destroyed or
damaged by an Insured Risk so that the Premises or
any part of them are unfit for occupation or use, and
7.3.2 the insurance of the Premises has not been vitiated
by the act or default of the Tenant or anyone
connected with it
the Rent or a fair proportion of it according to the nature
and the extent of the damage sustained the amount of such
proportion in case of dispute to be determined by the Surveyor
(acting as an expert and not as an arbitrator) shall be
suspended and cease to be payable until the Premises, the
damaged part, or the access (as the case may be) shall have
been reinstated so that the Premises the damaged part or the
access are made fit for occupation or use or until the
expiration of five years from the date on which the
destruction or damage occurred whichever is the shorter
7.4 If
7.4.1 the Premises are damaged or destroyed by an Insured
Risk, and
7.4.2 the payment of the insurance monies is not refused in
whole or in part by reason of any act or default of
the Tenant or anyone connected with it
the Lessor will subject to clause 7.5.7 with all convenient
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speed take such necessary and proper steps to obtain any
planning permissions or other permits approvals and consents
that may be required under the Planning Acts or other
enactment to enable the Lessor to rebuild and reinstate the
Premises and will as soon as these have been obtained spend
and lay out all monies received in respect of such insurance
(except sums in respect of loss of rent) in rebuilding or
reinstating the Premises so destroyed or damaged and meeting
the related professional fees provided that the Lessor shall
not be liable to rebuild or reinstate the Premises if:-
7.4.3 the Lessor is unable (having used all reasonable
endeavours) to obtain all planning permissions,
permits and consents necessary to execute such
rebuilding and reinstating; or
7.4.4 if this Lease shall be frustrated; or
7.4.5 if the rebuilding or reinstating is prevented for any
other reason beyond the control of the Lessor
in any of which cases:-.
7.4.6 all the insurance monies shall belong to the Lessor
absolutely and the Lessor shall accordingly be
entitled to retain them; and/or
7.4.7 the Lessor may by giving to the Tenant not later than
three years after the date of damage two months
notice in writing determine this demise (unless this
Lease shall before such notice is given have been
frustrated or otherwise determined) (but without
prejudice to any claim by the Lessor in respect of
any antecedent breach of covenant) and any dispute
under this clause shall be determined by the Surveyor
(acting as an independent expert and not as an
arbitrator)
7.5 The Tenant covenants with the Lessor:
7.5.1 to pay the Insurance Contribution on demand
7.5.2 not to do or omit anything that could cause any
policy of insurance relating to the Estate to become
void or voidable wholly or in part nor (unless the
Tenant shall have previously notified the lessor and
have
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agreed to pay the increased premium) anything by
which additional insurance premiums may became payable
7.5.3 to keep the Premises supplied with such fire fighting
equipment as the insurers or the fire authority may
require and to maintain the same to their
satisfaction
7.5.4 not to store or bring on to the Premises any article,
substance or liquid of a specially combustible,
inflammable or explosive nature and to comply with
the requirements and recommendations of the fire
authority and/or the insurers and the reasonable
requirements of the Lessor as to fire precautions
relating to the Premises
7.5.5 not to obstruct the access to any fire equipment or
the means of escape from the Premises
7.5.6 to give notice to the lessor immediately any event
occurs which might affect the Policy
7.5.7 if the Estate is damaged or destroyed either:
7.5.7.1 by an Insured Risk and the insurance money
under the Policy is by reason of any act or
omission of the Tenant or anyone connected
with it wholly or partially irrecoverable; or
7.5.7.2 as a result of the act or omission of the
Tenant or anyone connected with the Tenant
to pay to the Lessor on demand with Interest the
amount of such insurance money so irrecoverable in
which event the provisions of clause 7.4 shall apply
7.5.8 if at any time the Tenant shall be entitled to the
benefit of any insurance on the Premises (which is
not effected or maintained in pursuance of any
obligation contained in this lease) to apply all
monies received by virtue of such insurance in making
good the loss or damage in respect of which it shall
have been received
7.5.9 if required by any enactment to obtain a fire
certificate for the Premises and on request to
produce it to the Lessor for inspection
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SERVICE CHARGE
8.1 The first payment of the Interim Charge (on account of the Service
Charge for the Accounting Period during which this lease is executed)
shall be paid by the Tenant to the Lessor on the execution of this
lease and thereafter the Interim Charge shall be paid by the Tenant to
the lessor by payments in advance on the Rent Payment Days
8.2 If the Interim Charge paid by the Tenant for any Accounting Period plus
any balance carried forward from the previous Accounting Period
together exceed the Service Charge for the Accounting Period then such
excess shall be carried forward by the Lessor and credited to the
account of the Tenant in computing the Service Charge in the next
Accounting Periods
8.3 If the Service Charge for any Accounting Period exceeds the Interim
Charge paid by the Tenant for that Accounting Period plus any balance
carried forward from the previous Accounting Period then the Tenant
shall pay such excess to the lessor within twenty-one days after
service upon the Tenant of the certificate referred to in the
following paragraph
8.4 As soon as reasonably practicable after the end of each Accounting
Period the Lessor shall serve or shall procure that there is served
upon the Tenant a certificate signed by the Lessor the Surveyor or the
Accountant containing the following information:
8.4.1 The amount of the Total Service Cost for that Accounting
Period with a summary of that amount showing the principal
constituent items
8.4.2 The amount of the Service Charge for that Accounting Period;
and
8.4.3 The amount of the Interim Charge paid by the Tenant for that
Accounting Period and of any balance carried forward from the
previous Accounting Period
8.4.4 A schedule showing the amount and aggregate amounts of any
reserves created pursuant to the relevant provisions of this
Lease
8.5.1 Save as hereinafter provided the said certificate and
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schedules shall be conclusive evidence for the purposes of
this Lease of all matters of fact to which they contain
reference save in relation to any patent error or omission
8.5.2 The Tenant nay at any reasonable time by prior appointment
with the Lessor but at its own cost inspect the records and
vouchers relating to the amount of the Total Service Costs
for: an Accounting Period during the period of one month after
the service of the certificate for that Accounting Period
pursuant to clause 8.4
8.6 In respect of the Accounting Periods current at the date of
this lease and at the end of the Term the Service Charge shall
be apportioned on a daily basis and the provisions of this
clause 8 shall continue to apply after the end of the Term in
respect of the then current Accounting Period
8.7 In no event shall the Service Charge be increased or altered
by reason only that at any relevant time any part of the
Estate intended for letting may be vacant or be occupied by
the Lessor or that any tenant or other occupier of another
part of the Estate may default in payment of his service
charge
8.8 The Tenant shall not be entitled to object to the Service
Charge (or any item comprised in it) or otherwise on any of
the following grounds:-
8.8.1 the inclusion in a subsequent Accounting Period of
any item of expenditure or liability omitted from the
Service Charge for any preceding Accounting Period
8.8.2 an item included at a proper cost might have been
provided or performed at a lower cost or
8.8.3 disagreement with any estimate of future expenditure
for which the lessor requires to make provision so
long as the Lessor has acted reasonably and in good
faith and in the absence of manifest error or
8.8.4 the manner in which the lessor exercises its
discretion in providing services so long as the
Lessor acts in good faith and in accordance with the
principles of good estate management or
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8.8.5 the employment of the Managing Agents to carry out
and provide on the Lessor's behalf any of the
services or matters referred to in the Seventh
Schedule
8.9 Nothing in this Lease shall oblige the Lessor to incur any of
the items of expenditure referred to in the Seventh Schedule
or to establish and/or maintain any such provision as is
referred to in paragraph 19 of the Seventh Schedule or to
maintain such a provision at any particular level
8.10 All sums received by the Lessor in respect of the provision
referred to in paragraph 19 of the Seventh Schedule shall be
credited to an account separate from the Lessor's own money
and shall be held by the Lessor on trust during the Term for
the persons who from time to time shall be tenants of the
Estate to apply the same and any interest accruing on it for
the purposes set out in the said paragraph 19 and at the
expiry of the Term the fair proportion of any such sums an
expenditure attributable to the Premises shall be paid to the
person who shall then be the tenant of the Premises or if the
Premises shall not then be let such fair proportion shall
belong to the Lessor absolutely
8.11 For the avoidance of doubt any sums in respect of which
recovery may be made pursuant to Clause 5.4 shall be included
in the Total Service Cost and the Service Charge shall be
payable accordingly notwithstanding the prospect of such
recovery
9. The Insurance Contribution the Interim Charge the Service Charge any
interest on any of them and any other sums payable by the Tenant to
the Lessor under the terms of this lease shall be payable by way of
further rent.
10. The Lessor shall not be liable or responsible for any damage suffered
by the Tenant or anyone connected with it through any defect in under
or upon the Premises except insofar as any such liability is covered
by insurance effected by the Lessor.
11. The Tenant's covenants shall remain in full force both at law and
equity notwithstanding that the lessor shall have waived or released
temporarily or permanently revocably or irrevocably or
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otherwise a similar covenant or similar covenants affecting any other
part of the Estate or Adjoining Property
12. The Tenant acknowledges that no warranties are given or implied in the
granting of this lease by or on behalf of the Lessor that the use to
which the Tenant proposes to put the Premises nor any alterations or
additions which the Tenant may now or subsequently decide to carry out
will not require planning permission under the Planning Acts.
13. The Tenant acknowledges that this Lease has not been entered into by
it in reliance wholly or partly on any statement or representation
made by or on behalf of the Lessor except for replies in writing given
prior hereto by the Lessor's solicitors enquiries raised in writing
with them by the Tenant's solicitors.
14. Except where any statutory provision prohibits the Tenant's right to
compensation being reduced or excluded by agreement the Tenant shall
not be entitled to claim from the Lessor on quitting the Premises or
any part thereof any compensation under the 1954 Act.
15. If
15.1 the Tenant gives to the Lessor notice in writing to that
effect such notice to be received by the Lessor not later than
9 months before the Tenant's Break Date (as to which time
shall be of the essence); and
15.2 the Tenant's covenants and the conditions in this lease shall
in all material respects be observed and performed up to and
including the Tenant's Break Date then
this Lease shall determine and the Term shall end on the Tenant's Break
Date but without prejudice to the rights and remedies of the Lessor in
respect of any antecedent breach non-observance or non- performance of
any of the Tenant's covenant or the conditions contained in this lease
16. If the Lessor gives to the Tenant not less than six months prior
notice in writing to that effect (as to which time shall be of the
essence) then this Lease shall determine and the Term shall end on the
Lessor's Break Date but without prejudice to the rights and remedies
of the Lessor in respect of any antecedent breach non-observance or
non-performance of any of the Tenant's covenant or the conditions
contained in this Lease
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17. The Lessor and the Tenant hereby acknowledge for the avoidance of
doubt that any costs incurred by the Lessor in the initial development
of the Estate, the construction and fitting out of the Building and
the Common Parts and the initial provision of the Roadways and the
External Areas and all other initial capital expenditure relating to
the development of the Estate by the lessor shall not be included in
the Total Service Cost nor any part of the Service Charge payable by
the Tenant.
18.1 In this clause "the Tenant" means Synon Limited and its
successors in title by virtue of a reconstruction or
amalgamation of Synon Limited or any such successor in title
but not its other successors in title
18.2 On or before the signing of this Lease the Tenant has procured
from Midland Bank PLC a guarantee ("the Guarantee") in the
form annexed to this Lease for the purpose of guaranteeing the
payment of the Rent and the performance of the Tenant's
covenants contained in this Lease
18.3 The Tenant hereby further covenants with the Lessor as
follows:-
l8.3.1 During the period of 30 days prior to the expiry of
the Guarantee or any guarantee procured by the Tenant
in favour of the Lessor pursuant to this sub-clause
and subject to sub-clause 3.3 hereof the Tenant shall
use reasonable endeavours to obtain a further
guarantee in favour of the Lessor from a member of
the committee of London & Scottish Bankers in
substantially the same form as the Guarantee and for
a period of three years and for the same amount as
the guarantee then expiring which it is to replace
PROVIDED ALWAYS that such replacement guarantee can
be obtained at reasonable cost to the Tenant.
18.3.2 If by the date of expiry of the Guarantee or any
other guarantee procured by the Tenant in favour of
the Lessor pursuant to the provisions of sub-clause
18,3.1 the Tenant shall not have complied with its
obligations to procure a further guarantee in favour
of the Lessor or be able to obtain a guarantee at
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reasonable cost to the Tenant it accordance with its
obligations under sub-clause 3.1 the Tenant shall
forthwith deposit with the Lessor a sum equal to one
year's rent as due under the lease such sum to be he]
by the Lessor under the terms of a Rent Security
Deposit Deed in such form reasonably required by the
Lessor and by which inter alia the Tenant shall
charge the said sum in favour of the Lessor with the
due payments of the rent and the due performance and
observance of the covenants on the part of the Tenant
and the conditions contained in this Lease such deed
to be duly executed by the Lessor and the Tenants
18.3.3 If the Tenant proves to the satisfaction of the
Landlord that net profit after tax in each case of
the three financial years ending last of not less
than 3 times the Rent at such date then this
requirement to provide a guarantee shall immediately
cease.
18.3.4 The Tenants shall pay to the Lessor forthwith on
demand all reasonable and proper costs incurred by
the Lessor in connection with the procuring of any
such guarantee or in connection with any such rent
security deposit deed
IN WITNESS of which the Parties have executed this Lease
THE FIRST SCHEDULE
(The Premises)
The Premises means that part of the Building specified in the Particulars and
shown edged red on Plan 2 and including (for the purposes of obligation as well
as grant):
1. the floors including the floor boards or other flooring materials the
plinths upon which the same are laid and by which they are supported
and the void between the flooring and the concrete structure beneath
it
2. the doors the windows and the frames and the glass in any of them
3. the internal plaster or plasterboard surfaces of any load bearing wall
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4. the suspended ceiling finishes and the voids above them including the
brackets or other devices by which the same are attached to the
concrete structure
5. one half severed vertically of non load bearing walls dividing the
Premises from other parts of the Building (which walls shall be
deemed to be party walls) and the entirety of any other
non-load-bearing internal walls
6. all Service Conduits which exclusively serve the Premises
7. all the Lessor's fixtures and fittings of every kind which are from
time to time in or upon the Premises whether original or substituted
and all other fixtures except those that can be removed by the Tenant
without damaging or defacing the Premises
8. all additions and improvements to the Premises
but excludes any part of the load bearing structure of the Building (which
includes without prejudice to the generality of the foregoing the roof and
foundations of the Building) other than the internal surfaces thereof
THE SECOND SCHEDULE
(The Granted Rights)
1. The free and uninterrupted passage and running of water soil gas and
electricity telecommunications and other services through all Service
Conduits which are now in on under or running through the Estate and
which serve the Premises
2. The right for all proper purposes in connection with the use of the
Premises to pass and repass
2.1 over and along the Roadways with or without vehicles (but so
that the Tenant and anyone connected with it shall not have
more vehicles on the Estate at any time than the number of the
Car Parking Spaces); and
2.2 without vehicles over and along the footpaths from time to
time forming part of the External Areas until such time as
they or such parts of them shall be adopted as public highways
3. The right of support and protection for the benefit of the Premises as
is now enjoyed from other parts of the Building
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4. The right to pass and repass over along and through the Common Parts
for all proper purposes in connection with the use of the Premises
5. The right to have the name or trading title of the Tenant affixed on
the communal notice board to be provided by the Lessor in the entrance
hall of the Building in such a position and in such manner as shall be
decided by the Lessor acting reasonably in the interests of good
Estate management
6. The right to use the Car Parking Spaces in such part or parts of the
Estate as the Lessor shall from time to time specify for the parking
of cars and for no other purpose
7. The right to enter the parts of the Building adjoining the Premise
with or without workmen and equipment on no less than five days notice
(save in the case of emergency) in order to comply with the Tenants'
covenants herein contained
8. Subject to the Tenant first having obtained all requisite planning
permissions and consents the right until such time as the Lessor shall
provide a communal facility to install an aerial of such size and
design and in such position as shall previously have been approved in
writing by the Lessor such consent not to be unreasonably withheld or
delayed for the reception of television signals from satellites but so
that this right shall immediately cease and determine upon the
installation by the Lessor of an aerial for the use of all Tenants of
the Lessor whereupon the Tenant shall forthwith remove any aerial
erected pursuant to this temporary right
THE THIRD SCHEDULE
(The Reserved Rights)
1. The free and uninterrupted passage and running of water soil gas
telecommunications and other services or supply electricity through
the Service Conduits which may now or in the future be in on under or
running through the Premises and which may serve any other part of the
Estate
2. The right at all times upon giving prior written notice (except in an
emergency) to carry out any works or repairs to or to build alter or
rebuild the Estate or any Adjoining Property in any manner
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and for any purpose notwithstanding any interference with the access
of light or air to the Premises or any temporary interference or
inconvenience with the Granted Rights
3. The right at all reasonable times upon giving to the Tenant not less
than 5 working days notice (except in case of emergency) for the
Lessor and persons authorised by it with or without tools materials
and equipment to enter on the Premises:-
3.1 for any purpose incidental to the provision of the Services
and/or to carry out any works in connection with such provision
3.2 to lay construct renew alter repair and maintain any Service
Conduits in the Building
3.3 to carry out any works or alteration incidental to the
building alteration repair or rebuilding of any part of the
Estate the person exercising such right making good all damage
to the Premises thereby caused
4. The right at all reasonable times to enter upon the Premises for
viewing and inspection and preparation of schedules of disrepair
5. The rights of light air support shelter and protection now or at any
time during the Perpetuity Period enjoyed by the Estate over the
Premises
6. The right to erect and retain scaffolding on or about the Building
for the purpose of works to or cleaning or decoration of the Building
notwithstanding that such scaffolding may temporarily restrict the
access to or enjoyment or use of the Premises
7. At all times all rights easements and the like enjoyed at the date
hereof by the Premises over Adjoining Property other than the Granted
Rights to the intent that S.62 Law of Property Act 1925 shall not
apply to this Lease
THE FOURTH SCHEDULE.
(Tenants Covenants)
Rent and Outgoings
1.1 To pay the Rent the Interim Charge the Service Charge and the
Insurance Contribution at the times and in the manner set out in this
Lease without any deduction and if so required by the Lessor
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by standing order to Bankers Credit Transfer or other similar method
specified by the Lessor
1.2 To pay and discharge all rates which are now or may at any time during
the Term be payable charged or assessed on or in respect of the
Premises or on the landlord tenant owner or occupier thereof(or in the
absence of direct assessment on the Premises a fair proportion of the
same as assessed by the Surveyor acting as an expert and not as an
arbitrator) and in every case any value added or other similar tax
payable in respect thereof.
1.3 To pay to the suppliers and to indemnify the Lessor against all
charges for all gas electricity telecommunication and other services
consumed or used on or supplied to the Premises.
1.4 If the Rent the Interim Charge the Service Charge the Insurance
Contribution or any other sum due from the Tenant under the terms of
this Lease or any part of any of them shall at any time be more than
seven days overdue to pay to the Lessor Interest thereon calculated
from the due date for payment until the date of actual payment (both
before and after judgment) PROVIDED THAT nothing in this clause shall
entitle the Tenant to withhold or delay any payment after the date
upon which it first falls due or in any way prejudice affect or
derogate from the rights of the Lessor in relation to the said
non-payment or under the proviso for re-entry.
1.5 To pay and indemnify the Lessor against any value added tax (or any
tax of a similar nature that may be substituted for it or levied in
addition to it) at the rate for the time being in force chargeable in
respect of any rents or other payments to be made by the Tenant to the
Lessor or any person on the Lessor's behalf in connection with or
under any of the provisions of this Lease save insofar as any such tax
is recoverable by the Lessor as an input for value added tax purposes,
and, in default of payment, the same shall be recoverable as rent in
arrear PROVIDED that (for the avoidance of doubt) the Lessor shall be
under no obligation to exercise or not exercise any option or right
conferred on it by any enactment so as to reduce or avoid any
liability to value added tax referred to in this clause
RESERVED RIGHTS
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2.1 To permit the Lessor and those authorised by him and others so
entitled to exercise the Reserved Rights and not to inhibit or
interfere with the exercise of any of them.
2.2 To permit upon reasonable notice at any time during the Term
prospective purchasers of or agents instructed in connection with the
prospective or actual sale of the Lessor's interest in the Estate to
view the Premises without interruption providing they are authorised
in writing by the Lessor or its agents
REPAIR AND DECORATION
3.1 To repair and keep in good and substantial repair and condition the
Premises and to renew and replace from time to time all Lessor's
fixtures and fittings and appurtenances in the Premises which may
become or be beyond repair at any time during or at the end of the
Term (in every case damage by any of the Insured Risks excepted save
where the insurance has been vitiated or payment of the insurance
money refused in whole or in part in consequence of some act or
default on the part of the Tenant or anyone connected with it)
PROVIDED always that the Tenant's obligations shall be suspended while
the Lessor is pursuing any steps under Clause 5.4 hereof
3.2 In every fifth year of the Term and also during the three months
preceding the end of the Tenn (during the said last three months of
the Term in such colours and patterns as the Lessor may reasonably
require) and using good quality materials to decorate completely in
accordance with then current good practice all the interior parts of
the Premises which have been or ought to be or normally are so
decorated the decoration to be carried out to the reasonable
satisfaction in all respects of the Lessor.
3.3 To clean both sides of all windows and doors of the Premises (other
than the glass in the doors and windows in the external walls) at
least once in every month.
3.4 Within one one month (or sooner if appropriate) after the Lessor shall
have given to the Tenant or left on the Premises a notice in writing
specifying any repairs cleaning maintenance or decoration of the
Premises which the Tenant has failed to carry out in breach of the
Tenant's responsibilities under this Lease to repair and make good the
same to a good and substantial condition and to the
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reasonable satisfaction of the Lessor or the Surveyor and in case of
default to permit the Lessor and the workmen or agents of the Lessor
to enter the Premises with or without plant equipment and materials
and execute such repairs or other works and all expenses incurred
thereby shall on demand be paid by the Tenant to the Lessor with
Interest
COSTS
4.1 To pay all reasonable and. proper costs charges and expenses
(including solicitors' costs and architects' and surveyors' fees)
incurred by the Lessor for the purposes of or incidental to the
preparation grant service or enforcement (whether by proceedings or
otherwise) of:-
4.1.1 Any notice under Section 146 or 147 of the Law of Property Act
1925 (as amended) requiring the Tenant to remedy a breach or
any of the Tenant's covenants contained in this Lease
notwithstanding forfeiture for such breach shall be avoided
otherwise than by relief granted by the Court.
4.l.2 Any notice to repair or Schedule of Dilapidations accrued
during the Term or accrued at or prior to the end or sooner
determination of the Term whether or no served during the Term
PROVIDED always that the Lessor shall only be entitled to
serve such notice before or within 12 months of the expiration
of the Term and only in relation to matters accrued during the
Term
4.1.3 The payment of any arrears of the Rent or any other sum
payable under this Lease or interest payable on any of then.
4.2 To pay the reasonable and proper costs charges and expenses (including
Solicitors' and Surveyors' fees) incurred by the Lessor in any
application by the Tenant for the Lessor's consent whether such
consent is granted reasonably refused or offered subject to any
reasonable conditions or such application is withdrawn unilaterally by
the Tenant
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4.3 To pay the Lessor's solicitors reasonable and proper costs and
disbursements of and in connection with the preparation and grant of
this Lease together with VAT thereon where applicable
DEALINGS
5.1 Not to assign underlet hold on trust part with possession or
occupation of or share occupation of any part of the Premises (as
distinct from the whole)
5.2 Not to part with possession or occupation (save upon an assignment or
underletting in accordance with clause 5.3 5.4 and 5.5) nor to share
occupation of nor to hold on trust the whole of the Premises.
5.3 Not to assign underlet the whole of the Premises without the Lessor's
prior written consent which shall not be unreasonably withheld or
delayed.
5.4 Not to assign or underlet the whole of the Premises unless on or
before such assignment or underletting:-
5.4.1 the assignee or underlessee has entered into a direct Deed of
Covenant (in a form reasonably specified by the Lessor) with
the Lessor to observe and perform the covenants on the part of
the Lessee and the conditions contained in this Lease except
in the case of an underletting the covenant to pay the Rent;
and
5.4.2 in the case of a limited company being the intended assignee
or underlessee either:-
5.4.2.1 at least two persons or one Company approved by the
Lessor (such approval not to be unreasonably
withheld) or delayed shall have joined in the said
Deed of Covenant to covenant with and guarantee to
the lessor in the terms of the Eighth Schedule; or
5.4.2.2 the intended assignee or underlessee shall have
deposited with the Lessor an amount equal to the Rent
for one year payable at such date or (if higher) the
then open market rent for the Premises for one year
at such date as reasonably estimated by the Lessor
such sum to be held by the Lessor as security for and
to be charged with the due performance and
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observance of the covenants on the part of Lessee and
the conditions contained in this Lease; or
5.4.2.3 shall have obtained from a clearing bank a guarantee
in favour of the Lessor for an amount equal to the
Rent for twelve months payable at such date
PROVIDED THAT the requirements of this clause 5.4.2 shall not
apply in the case of the proposed assignee or underlessee
being a public limited company
5.4.2.4 with a net profit after tax in each case of the three
financial years ending last before the date of the
application for Licence to Assign or Licence to
Underlet as the case be of not less than 3 times the
Rent at such date
5.4.2.5 with an issued and paid up non-redeemable share
capital of not less than 15 times the higher of the
Rent payable at such date or then open market rent
for the Premises for year at such date as reasonably
estimated b the Lessor
5.5.1 Not to underlet the whole of the Premises other than at a rent
not less than the then open market rental value of the
premises (to be approved by the Lessor such approval not to be
unreasonably withheld or delayed prior to the grant of any
such Underlease s approval not to be unreasonably withheld) or
the re then reserved and payable under this Lease (whichever
shall be the greater) and without any fine or premium other
than reasonable rent free inducements or reasonable reverse
premiums such rent to be payable advance by equal instalments
on the Rent Payment Date and to contain the following
provisions
5.5.1.1 provisions for the upwards only review of t rent
thereby reserved on the same basis or
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more frequent basis on which the rent is to be
reviewed in this Lease
5.5.1.2 prohibitions against the Underlessee doing or
allowing any act or thing in relation to the Premises
inconsistent with or in breach of the provisions of
this Lease
5.5.1.3 a condition for forfeiture of the Underlease by the
Underlessor on breach of any covenant by the Under-
lessee and
5.5.1.4 an absolute covenant against further underletting and
the same restrictions on assignment sharing holding
on trust for another parting with or sharing with
another possession or occupation of the premises and
the same provisions for direct covenants and
registration as in this Lease
5.5.2 To enforce the performance and observance by the Underlessee
of the provisions of the Underlease and not at any time either
expressly or by implication to waive any breach of the
covenants or conditions in the Underlease not to vary the
terms or accept a surrender of any Underlease
5.5.3 To procure that the rent is reviewed under the Underlease in
accordance with its terms but not to agree any such reviewed
rent with the Undertenant without the prior written consent of
the Lessor (which consent not to be unreasonably withheld or
delayed) and to procure that if the Lessor so requires the
Lessors representations as to the reviewed rent payable
thereunder are made to any independent person appointed to
determine the same to the reasonable satisfaction of the
Lessor
5.6 Within one month after the execution of any assignment transfer charge
or underlease or upon any transmission by reason of a death or
otherwise affecting the Premises or any sharing arrangement pursuant
to clause 5.7 to give notice thereof in duplicate to the Lessor's
solicitors and to produce to and leave with the Lessor's
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solicitors a certified copy of any relevant deed instrument or other
document and to pay to the Lessor or his Solicitor a registration fee
of thirty pounds plus Value Added Tax
5.7 The Tenant may share occupation of the Premises with an associate
company or a company that is from time to time a member of the same
Group as the Tenant within the meaning of Section 42 of the 1954 Act
(but clause 2.6 of this Lease shall not apply in this respect)
PROVIDED THAT
5.7.1 such other company is not entitled to the exclusive use or
occupation of the Premises or any part of it
5.7.2 no estate or interest in land in the Premises is created or
arises in favour of such other company
5.7.3 on the Tenant and such other company ceasing to be members of
the same said Group such other company shall forthwith vacate
the Premises and such sharing of occupation shall cease
5.7.4 the Tenant gives written notice to the Lessor forthwith upon
the commencement termination or any alteration of any such
sharing of the Premises
5.7.5 the Tenant at all times remains in occupation of the Premises
5.7.6 no relationship of Landlord and Tenant shall be created
ALTERATIONS AND ADDITIONS
6.1 Not to make any alterations or additions to the Premises or the
Service Conduits in the Building nor to commit or any waste spoil or
destruction in or upon the Premises nor to cut damage injure or allow
to be cut damaged or injured any of the roofs walls floors or other
structural parts of the Building or the Service Conduits fixtures or
fittings of the Premises PROVIDED THAT the Tenant may with the
Lessor's prior written consent (such consent not to be unreasonably
withheld or delayed) install or alter internal non-structural
demountable partitioning which the Tenant shall (if so required by the
Lessor) remove at the end of the Term and make good any damage so
caused PROVIDED FURTHER that the Lessor consents to the additional
works which it is carrying out for the Tenant at the Tenant's own cost
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6.2 Save as may be temporarily permitted by Clause 8 of the Second
Schedule not to erect any pole aerial mast dish or other thing
(whether in connection with telegraphic, telephonic, radio or
television communication or otherwise) upon any part of the outside of
the Building
6.3 Not to affix or exhibit to or upon any part of the Premises or in any
window thereof any placard poster advertisement sign or other notice
so as to be visible from outside the Premises save for the Tenant's
nameplate at the entrance to the Premises of such design and of such
dimension as shall previously have been approved by the Landlord such
approval not to be unreasonably withheld or delayed
USE
7.1 Not to carry on upon the Premises any use other than the Permitted
Use.
7.2 Not to leave the Premises unoccupied for more than one month without
notifying the Lessor and providing such caretaking or security
arrangements as the Lessor shall reasonably require and the insurers
shall require
7.3 Not to cause anything to be done on the Premises which way be or
become a nuisance or annoyance or cause damage to the Lessor or to the
owners tenants or occupiers of the Estate.
7.4 Not to use the Premises for any noxious noisy or offensive trade or
business nor far any illegal or immoral act or purpose.
7.5 Not to sleep on the Premises and not to use the Premises for
residential purposes nor to keep any animal fish reptile or bird on
the Premises
7.6 Save as hereby permitted as regards educational courses and seminars
not to hold on the Premises any exhibition public meeting public
entertainment or sale by auction.
7.7 In the event of the Premises having been unoccupied for the purposes
of payment of rates and in consequence the Lessor or any subsequent
occupier shall not obtain the maximum statutory relief from payment of
rates then:-
7.7.1 if at that time the relevant authority for rates is empowered
to levy rates on unoccupied property to pay to the Lessor on
demand (in addition to any sum due to the rating authority) a
sum equal to (and indemnify
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the Lessor against) the amount of rates payable after the end
of the Term to the rating authority pursuant to Section 17 of
the General Rate Act 1967 or any other enactment for a period
equal to the relevant period during which the Premises were
unoccupied
7.7.2 to pay to the Lessor on demand (in addition to any sum due to
the rating authority) a sum equal to (and indemnify the Lessor
against) any surcharge on the Premises payable after the end
of the Term pursuant to Section 17A or 17B of the General Rate
Act 1967 or any other enactment for a period equal to the said
relevant period.
CONDUCT
8.1 Not to permit to be discharged into the Service Conduits any oil or
grease, or any deleterious, objectionable, dangerous, poisonous or
explosive matter or substance, and to take all reasonable measures to
ensure that effluent discharged into the Service Conduits will not be
corrosive or otherwise harmful to the Service Conduits or cause
obstruction or deposit in them
8.2 Not to unload any goods or materials from vehicles and convey the same
into the Premises except through the approved entrance or entrances
provided for the purpose and not to cause congestion of the External
Areas or inconvenience to any other user of them
8.3 Not to park or leave any vehicles belonging to the Tenant or anyone
connected with it on the Estate Roads or its pavements (other than in
the Car Parking Spaces allotted to the Tenant from time to time)
8.4 Not to place any goods or items outside the Premises or the Building
or obstruct in any way the Common Parts or the External Areas other
than temporarily in the course of delivery to or removal from the
Premises.
8.5 Not to store or bring on the Premises any petrol or other dangerous
inflammable explosive or combustible substance.
8.6 Not to allow rubbish or refuse to accumulate on the Premises the
Common Parts or the External Areas or in the Service Conduits and to
clean thoroughly the Premises and the Service Conduits in the Premises
as often as may be necessary.
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8.7 To observe and conform to all reasonable regulations and restrictions
made by the Lessor:-
8.7.1 far the proper management of the Building or the Estate and
notified in writing by the Lessor to the Tenant from time to
time (Provided that the same shall not unreasonably interfere
with the Tenant's use of the Premises); and
8.7.2 for the management of vehicles and traffic as are displayed on
the Estate from time to time
8.8 To observe and perform the covenants subsisting at the date hereof
(whether restrictive or otherwise) restrictions and stipulations (if
any) to which the Lessor's reversionary interest in the Premises is
subject
MACHINERY AND INSTALLATIONS
9.1 To keep all plant, apparatus and machinery upon the Premises properly
maintained and in good working order, and for that purpose to employ
reputable contractors for the regular periodic inspection and
maintenance of them, to renew all working and other parts as and when
necessary or when recommended by such contractors, to ensure that
such plant, apparatus and machinery is properly operated, and to avoid
damage to the Premises by vibration or otherwise
9.2 Not to erect or install on the Premises any equipment engine machinery
other than normal office equipment or machinery.
9.3 Not to suspend any weight from nor to load or use the walls ceilings
floors or structure of the Premises in any manner which will cause
strain damage or interference with the structural parts of the
Building and not to have on the Premises any safe or other unusually
heavy item
9.4 Not to overload the electrical system or circuits in the Premises.
STATUTORY MATTERS
10.1 At the Tenant's own expense, to execute all works and provide and
maintain all arrangements upon or in respect of the Premises or the
use to which the Premises are being put that are required (whether by
the Lessor, the lessee or the occupier) in order to comply with the
requirements of any
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enactment or competent authority, or court of competent jurisdiction.
10.2 Not to do in or near the Premises any act or thing by reason of which
the Lessor may under any enactment incur, have imposed upon it, or
become liable to pay any penalty, damages, compensation, costs,
charges or expenses
10.3 Without prejudice to the generality of the preceding sub-clauses 10.1
and 10.2 to comply in all respects with the provisions of any
enactment applicable to the Premises or in regard to carrying on the
trade or business for the time being carried on by the Tenant on the
Premises or for the health and safety of the Tenant or anyone
connected with it
10.4 Upon receipt of any notice order or direction or other communication
from any competent authority likely to affect the Premises or its user
to deliver to the Lessor immediately a copy of the same and if so
reasonably required by the Lessor to take such steps and join with the
Lessor in making such representations or appeals in all cases as the
Lessor may consider desirable.
10.5 To give notice to the Lessor of any defect in the Premises which might
give rise to an obligation on the Lessor to do or refrain from doing
any act or thing in order to comply with the provisions of this Lease
or the duty of care imposed on the Lessor pursuant to the Defective
Premises Act 1972 or otherwise, and at all times to display and
maintain all notices which the Lessor may from time to time reasonably
require to be displayed at the Premises.
PLANNING
11.1 To comply with the provisions and requirements of the Planning Acts
whether as to the Permitted User or otherwise
11.2 Not to make any application for planning permission in relation to the
Premises (without the previous consent of the Lessor such consent not
to be unreasonably withheld or delayed in the case of an application
for change of use) and subject thereto at the expense of the Tenant,
to obtain all planning permissions and to serve all such notices as
may be required
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for the carrying out of any operations or user on the Premises which
may constitute Development,
11.3 Subject only to any enactment to the contrary, to pay and satisfy any
charge or levy that may hereafter be imposed under the Planning Acts
in respect of the carrying out of maintenance of any such operations,
or the commencement or continuance of any such user
11.4 Notwithstanding any consent which way be granted by the Lessor under
this Lease, not to carry out or make any alteration or addition to the
Premises, or any change of use until:
11.4.1 all necessary notices under the Planning Acts have been served
and copies produced to the Lessor
11.4.2 all necessary permissions under the Planning Acts have been
obtained and produced to the Lessor, and
11.4.3 the Lessor has acknowledged that every such necessary planning
permission is acceptable to it such acknowledgment not to be
unreasonably withheld or delayed
the Lessor being entitled to refuse to acknowledge that a planning
permission is acceptable to it on the grounds that any condition
contained in it, or anything omitted from it, or the period referred to
in it, would (in the reasonable opinion of the Surveyor acting as an
independent expert and not as an arbitrator) be (or would be likely to
be) prejudicial to the Lessor's interest in the Estate or any Adjoining
Property whether during or after the end of the Term
11.5 Unless the Lessor shall otherwise direct, to carry out and complete
before the end of the Term:
11.5.1 any works stipulated to be carried out to the Premises by a
date subsequent to the end of the Term as a condition of any
planning permission granted far any Development begun by the
Tenant before the end of the Term, and
11.5.2 any Development begun by the Tenant upon the Premises in
respect of which the Lessor shall be or become liable for any
charge or levy under the Planning Acts
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11.6 In any case where a planning permission is granted subject to
conditions, and if the Lessor reasonably so requires, to provide
security for the compliance with such conditions , and not to
implement the planning permission until such security has been
provided.
11.7 If reasonably required by the Lessor, but at the cost of the Tenant,
to appeal against any refusal of planning permission or the imposition
of any conditions on a planning permission relating to the Premises
resulting from an application by the Tenant
11.8 If the Tenant shall carry out any Development or carry out permit or
consent to any act matter or thing giving rise to a charge or fiscal
liability on the Lessor the Tenant will pay and indemnify the Lessor
against all liability for any tax, levy, charge or other fiscal
imposition of whatsoever nature (including interest on overdue tax and
penalties for failure to give appropriate notices and information)
under any enactment for which the Lessor shall be liable as a result
of such Development, act, matter or thing and shall on demand repay to
the Lessor the amount of the tax, levy, charge or fiscal imposition
11.9 The Tenant under the provisions of the preceding covenants shall be
excluded from any liability of any kind in relation to the original
construction of the Premises
END OF THE TERM
12.1 To permit the Lessor (provided the Lessor has served a proper notice
determining this Lease and the Tenant has not served a notice
indicating its desire to take a new lease) during the period
commencing six months prior to the end of the Term to affix and retain
without interference upon any part of the Premises a notice for
reletting the Premises but so that such notice shall not obstruct the
Tenant's existing rights of light or air and during such period to
permit persons with authority from the Lessor or its Agents at all
reasonable tones to view the Premises.
12.2 At the end of the Term to yield up the Premises (but not trade
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and other tenant's fixtures and fittings as shall belong to the Tenant
Provided that the Tenant shall make good to the reasonable
satisfaction of the Lessor all damage to the Premises resulting foam
their removal) in good and substantial repair and condition and in
accordance with the Tenant's covenants in this Lease and to deliver to
the Lessor all the keys to the Premises and all entry access cards,
identity cards and other security devices relating to the Premises or
the Estate.
INFORMATION
13.1 To ensure that at all times the Lessor and the local police force have
written notice of the name, home address and home telephone number of
at least two keyholders of the Premises.
13.2 On request to produce to the Lessor or the Surveyor all plans,
documents and other evidence as the Lessor may reasonably require in
order to satisfy itself that the provisions of this Lease have been
complied with.
13.3 Whenever during the Term called upon so to do, to furnish to the
Lessor, in writing the information envisaged in section 40(l) of the
1954 Act within one calendar month of request by the Lessor
INDEMNITY
14. To indemnify and keep indemnified fully the Lessor against any claims
proceedings damages demands costs and expenses incurred by the Lessor
arising directly or indirectly:-
14.1 any act or omission however caused or occurring in or upon the
Premises (other than for death or personal injury arising from
the negligence of the Lessor or its employees)
14.2 relating to or arising from any breach non observance or non
performance by the Tenant of any of its covenants or the
conditions or other provisions of this Lease
14.3 from damage occasioned to the Estate or to any person caused
directly or indirectly by any act default or negligence of the
Tenant anyone connected with it
EASEMENTS
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15. Not to do anything by which the right of light or air to or belonging
to the Premises may be endangered or interfered with or lost and in
the event of any other person or persons doing any act or thing
whereby such right of light or air to the Premises is endangered
interfered with or lost forthwith to notify the Lessor and to permit
the Lessor to take such action at law or otherwise as may seem
necessary to it in the name of the Tenant (PROVIDED ALWAYS that the
consent of the Tenant to the use of its name be first obtained such
consent not to be unreasonably withheld or delayed) either alone or
jointly with the Lessor for the protection of their interests in the
Premises.
THE FIFTH SCHEDULE,
(Rent Review)
1. In this Schedule "the open market rent" means the rent at which
Premises might be expected to be let at the Review Date on the
following assumption on that date (whether or not facts):-
1.1 that the Premises are available to let on the open market
without a fine or premium with vacant possession by a willing
landlord to a willing tenant for a term commencing on and from
the Relevant Review Date of 10 years or (if longer) the
residue then unexpired of the Term
1.2 that the letting is to be of the Premises as a whole on the
same terms and conditions as are contained in this Lease
(other than as to the amount of the Rent but including the
provisions for rent review and exlcluding clause 16 of this
Lease and paragraph 1.13 of this Schedule) and without payment
of any fine or premium
1.3 that the Premises are fit for and fitted out and equipped for
immediate occupation and use as required by the hypothetical
tenant to enable him immediately to occupy and use the
Premises for the Permitted Use (or such other use as the
Lessor may allow or may have allowed on or before the Review
Date)
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1.4 that all of the works set out in the General Specification
have all been carried out to the Premises by the Lessor at its
own expense
1.5 that the Premises may lawfully be used for the Permitted Use
as varied or extended by any licence granted to this Lease
1.6 that the Tenant has complied with all its covenants and
obligations under this Lease
1.7 that if the Premises or the Estate or any amenity belonging to
either of them shall have been damaged or destroyed the same
had before the Review Date been fully repaired and reinstated
1.8 that no works have been carried out to the Premises by the
Tenant or its predecessors in title which would diminish the
rental value of the Premises
1.9 that no reduction is to be made to take account of any rent
free period or other rental concession which on a new letting
on the open market might be granted to the incoming tenant
1.10 that if any of the Additional Works would have been carried
out for the purpose described in paragraph 1.3 they had
already been carried out
but disregarding (if applicable)
1.11.1 Any goodwill attributable to the Premises by reason of any trade or
business carried on therein by the Tenant its predecessors in title or
any undertenant; and
1.11.2 Any effect on rent of any improvements to the Premises (to which the
Lessor shall have given consent) carried out otherwise than in
pursuance of an obligation to the Lessor or its predecessors in title
by the Tenant its undertenants or their respective predecessors in
title during the Term; and
1.11.3 Any effect on rent or the fact that the Tenant its predecessors in
title or any undertenant may have been in occupation of the Premises
1.12 any effect on rent of the Additional Works (but subject to the
assumption set out in paragraph 1.10 above)
1.13 the fact (if a fact) that the Tenant is not registered for the purpose
of value added tax
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2. The Reviewed Rent payable during the period commencing on a Review
Date and ending on the next Review Date or the termination of this
lease (as the case nay be) shall be the greater of:-
2.1 The Rent payable under this Lease immediately prior to the
Review Date upon which the period commences; and
2.2 The Open Market Rent at that Review Date
3. If the Lessor and the Tenant have not agreed on the Open Market Rent
by the Review Date then the determination of the Open Market Rent may
at any time after that Review Date be referred by either party to an
independent chartered surveyor of not less than ten years
qualification having practical experience and knowledge of commercial
rentals in West London postal districts ("the valuer") who shall act
as an expert and not as an arbitrator the valuer to be appointed (in
the event of the Lessor and the Tenant failing to agree on the
appointee) on the application of either party by or on behalf of the
President for the time being of the Royal Institution of Chartered
Surveyors
4. The fees and expenses of the valuer including the cost of his
nomination shall be borne by the Lessor and/or the Tenant as
determined by the valuer. The Lessor and Tenant shall otherwise bear
their own costs
5. The valuer shall afford the Lessor and the Tenant an opportunity to
make representations to him and in arriving at his determination the
valuer shall consider all representations and evidence submitted by or
on behalf of the Parties and in such determination he shall state that
all such representations and evidence shall have been taken into
account
6. If the valuer shall die delay or become unwilling, unfit or incapable
of acting or if for any other reason the President for the time being
of the Royal Institution of Chartered Surveyors or the person acting
on his behalf shall in his absolute discretion think fit he may on the
application of either party by writing discharge the valuer and
appoint another in his place
7. If the Reviewed Rent payable on and from any Review Date has not been
agreed by that Review Date rent shall continue to be payable at the
rate previously payable and forthwith upon the Reviewed Rent being
ascertained the Tenant shall pay to the Lessor any shortfall
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between the rent and the Reviewed Rent payable up to and on the
preceding Rent Payment Date together with Interest at the rate
referred to in Clause 1.33 less 4% on any shortfall on a day to day
basis from the Review Date to the date of actual payment of any such
shortfall. For the purposes of this clause the Reviewed Rent shall be
deemed to have been ascertained on the date when it is agreed between
the parties or (as the case maybe) the date of notification of the
determination by the valuer
8. If either the Lessor or the Tenant shall fail to pay the appropriate
amount of the fees and expenses of the valuer as determined by him
within fourteen days of the same being demanded by the valuer, the
other shall be entitled to pay the same and the amount so paid shall
be repaid by the party chargeable on demand
9. If at any Review Date there shall be in force any enactment which
shall restrict curtail or modify the effect or operation of the
provisions of this Schedule then the Lessor shall in addition to the
review herein provided for on each occasion such enactment or any part
thereof is removed relaxed or modified be entitled on giving not less
than one month's notice in writing expiring after such removal
relaxation or modification to introduce a special review date which
shall be the date of expiration of such notice and the rent from such
special review date if any shall be determined in accordance with the
provisions of this Schedule mutatis mutandis
10. Immediately after agreement or determination of the Reviewed Rent a
memorandum as to its amount shall forthwith be signed by the Lessor
and the Tenant and a note thereof endorsed on this lease.
THE SIXTH SCHEDULE
The Services
1. Maintaining repairing cleaning resurfacing relaying overhauling
draining and emptying and (where reasonably necessary or reasonably
desirable) rebuilding reconstructing altering and renewing:-
1.1 the structure and exterior of the Building including (without
limitation) its foundations and roofs
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1.2 those parts of the Building not let or intended to be let and
all Service Conduits apparatus plant machinery and equipment
within those parts
1.3 the Service Conduits in on or serving the Estate (except those
that are within and solely serving the Premises or any other
part of the Estate that is let or intended for letting) the
use of or benefit from which is or may be common to the
Building and any other part of the Estate
1.4 the External Areas (save for such part or parts of them as
shall from time to time become maintainable at public expense
and all apparatus plant machinery and equipment on them
1.5 the Car Park and all apparatus plant machinery and equipment
in it provided by the Lessor which relates to the Car Park
save for any such rebuilding and reconstructing altering and
renewing caused by or arising out of any inherent or latent
defect
2. As often as is reasonably necessary decorating the exterior of the
Building
3. As often as is reasonably necessary providing and maintaining plants
shrubs trees garden or grassed areas in the External Areas and keeping
the same planted tended and free from weeds and any grass cut
4. As often as is reasonably necessary cleaning the exterior of all
windows and window frames in the outside walls of the Building
5. As often as is reasonably necessary collecting and disposing of refuse
from the collection joints on the Estate allocated by the Lessor from
time to time and the provision repair maintenance and renewal of plant
and equipment for the collection treatment packaging or disposal of
refuse
6. Provision of security personnel and/or security facilities and
equipment on the Estate for the adequate security of the Estate
THE SEVENTH SCHEDULE
Additional items of Expenditure
1. The reasonable and proper fees and disbursements (and any value added
tax thereon) of the Surveyor or the Accountant the managing Agent and
any other person employed or retained for or in
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connection with the management of the Estate or the provision of any
of the services or of any of the matters referred to in this Schedule.
2. The reasonable fees of the Lessor or a Group Company for the
management of the Estate or in connection with the provision of any of
the Services or any of the matters referred to in this Schedule that
shall be undertaken by the Lessor or a Group Company
3. The cost of employing (whether by the Lessor a Group Company the
Managing Agent or any other individual firm or company) such staff for
the provision of the Services matters referred to in this Schedule and
all other incidental expenditure in relation to such employment
including but without limitation
3.1 insurance, pension and welfare contributions transport
facilities and benefits in kind the provision of uniforms
working clothing vehicles, tools, appliances, cleaning and
other materials, fixtures, fittings and other equipment for
the proper performance of their duties; and
3.2 a notional rent (not exceeding current market rent such rent
to be determined by the Surveyor acting as an expert and not
as an arbitrator) for any office or rest accommodation
provided on the Estate for the proper performance of such
person's duties
4. The cost of and of entering into any contracts for the carrying out of
all or any of the Services or any of the matters referred to in this
Schedule
5. All existing and future rates payable in respect of the Estate
(excluding those imposed specifically on the Premises or on any other
part of the Estate that is let or intended for letting) or upon
residential or other accommodation for caretakers engineers and other
staff employed in connection with the Estate
6. The cost of the supply of electricity gas oil or other fuel for the
provision of the Services and for all purposes in connection with the
Estate
7. The amount which the Lessor shall pay or be called upon to pay as a
contribution towards the expense of making, repairing, maintaining,
rebuilding and cleansing any ways roads pavements or structures
service conduits party fences walls or anything which may belong to
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or be used for the Estate or exclusively or in common with other
premises near or adjoining the Estate
8. The reasonable and proper costs charges and expenses of preparing and
supplying to the tenants copies of any regulations made by the Lessor
relating to the Estate or its use
9. The reasonable and proper costs of taking all steps deemed desirable
or expedient by the lessor for complying with, making representations
against, or otherwise contesting the incidence of the provisions of
any proposed regulation, byelaw notice, legislation, order or
statutory requirements concerning town planning, public health,
highways, streets, drainage or other matters relating or alleged to
relate to the Estate or any part of it for which any tenant is not
directly liable
10. The reasonable and proper cost of abating a nuisance in respect of the
Estate in so far as the same is not the liability of any individual
tenant
11. The payment of all reasonable and proper legal charges incurred by the
Lessor:-
11.1 in the running and management of the Estate and in the
enforcement of the covenants conditions and regulations
contained in the Leases granted of the Estate; or
11.2 in making such applications and representations and taking
such action as the Lessor shall reasonably think necessary in
respect of any notice order regulation or bye-law or proposal
for any such thing in respect of the Estate
12. The reasonable and proper costs of provision of security facilities
and equipment and security personnel for the Estate
13. The reasonable and proper costs of any valuation or revaluation of the
Estate for insurance purposes and of making and pursuing any claim
under the Policy
14. The reasonable and proper costs of or resulting from the
discontinuance of any of the Services or the matters mentioned in this
Schedule
15. The reasonable and proper costs of controlling and regulating traffic
on the Estate
16. The reasonable and proper costs incurred in making and pursuing any
claim against any third party reimbursement payment or cancellation
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of any amount which forms or would form part of the Total Service Cost
17. The costs incurred in connection with such other services and matters
for the benefit of the Tenant or the other tenants of the Estate and
the carrying out of such other repairs and improvements works and
additions and the defraying of such other costs (including the
modernisation or replacement of plant and machinery) as the Lessor
shall reasonably consider appropriate or otherwise desirable in the
general interests of the Estate of the tenants or any of them
18. Any facility fees, interest or other financing costs properly incurred
in connection with any sums borrowed by or on behalf of the Lessor for
the purpose of meeting expenditure on any of the Services or any of
the matters referred to in this Schedule
19. Such provision (if any) for anticipated expenditure in respect of any
of the Services or any of the matters referred to in this Schedule as
the Lessor may in its absolute discretion consider appropriate in
respect of
19.1 periodically recurring items (whether regularly or irregularly
recurring)
19.2 renewal or replacement
20. The costs of installation connection rental maintenance and repair of
any communal aerial for the reception of television signals from
satellites
THE EIGHTH SCHEDULE
(Guarantor Covenant)
1. If at any time during the Term the Tenant shall make any default in
payment of the rents or in observing or performing any of the
covenants, conditions or other terms of this Lease the Guarantor will
pay the rents and observe or perform the covenants, conditions or
other terms in respect of which the Tenant shall be in default
notwithstanding
1.1 any time or indulgence granted by the Lessor to the Tenant, or
any neglect or forbearance of the Lessor in enforcing the
payment of rent or the observance or performance of the
Tenant's covenants or any refusal by the Lessor to accept rent
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tendered by or on behalf of the Tenant at a time when the Lessor was
entitled (or would after the service of a notice under Section 146 of
the Law of Property Act 1925 have been entitled) to re-enter the
Premises
1.2 the agreement or determination of the Reviewed Rent or that
the terms of this Lease may have been varied by agreement
between the parties
1.3 that the Tenant shall have surrendered part of the Premises,
in which event the liability of the Guarantor hereunder shall
continue in respect of the Part of the Premises not so
surrendered after making any necessary apportionments under
Section 140 of the Law of Property Act 1925, and
1.4 any other act or thing whereby but for this provision the
Guarantor would have been released
2. If this lease shall be disclaimed or be forfeited then in any such
event if the Lessor within three months of any such dis-claimer or
forfeiture by notice in writing so requires the Guarantor shall
forthwith after service of such notice accept as tenant a new lease
of the Premises for a term equivalent to the residue which if there
had been no disclaimer or forfeiture would have remained of the Term
at the same Rent as shall be payable under this Lease immediately
prior to such disclaimer or forfeiture (with provision for review of
rent at the times and in the manner contained in this Lease) and
subject to the same covenants provisos and conditions o the part of
the Lessor and the Tenant and the other terms as are contained in this
Lease the said new lease and the rights and liabilities under it to
take effect as from the date of such disclaimer or forfeiture and in
any such case the Guarantor shall pay the Lessor's costs of and accept
such new Lease accordingly at will execute and deliver to the Lessor a
counterpart thereof
THE COMMON SEAL of the Lessor was)
affixed hereto in the presence of:)
Director: /S/ [ILLEGIBLE]
Director/Secretary /S/ [ILLEGIBLE]
[SEAL]
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[DIAGRAM - MAP]
77 - 85 FULHAM PALACE ROAD LONDON W6
SITE PLAN SCALE 1:500
51
[DIAGRAM - MAP]
77-85 FULHAM PALACE ROAD LONDON W6
BLOCK A FOURTH FLOOR PLAN SCALE 1:200
52
DATED 20th May 1988
-------------------------------------------------
FOLGATE ESTATES LIMITED
to
SYNON LIMITED
========================================
LEASE
of
89/95 St. Paul's Road London N1
========================================
TERM COMMENCES:
FOR YEARS: Twenty-five
TERM ENDS:
ANNUAL RENT: Pounds 165,000
(subject to review)
SIMMONS & SIMMONS
14, Dominion Street,
London EC2M 2RJ.
Ref.:(1/G.37018/JRQ)
53
[DATE STAMP OMITTED]
T H I S L E A S E is made the 20th day of
_________________1988
B E T W E E N
(1) FOLGATE ESTATES LIMITED whose registered office is situated at Hiview
House Highgate
Road London NW5 1TN ("the Landlord") and
(2) SYNON LIMITED whose registered office is situated at International
House 59 Compton Road London N1 2YU ("the Tenant")
1. IN this deed where the context so admits:-
(1) "the Landlord" shall include the person for the time being
entitled in reversion immediately expectant upon the tenancy granted by this
deed and "the Tenant" shall include its successors in title and assigns
(2) in the event of the Tenant being at any time more than one
individual "the Tenant" shall be deemed to include a reference to any of them
and any covenant on the part of the Tenant shall take effect as a joint and
several covenant
(3) "the property" means the property (including the fixtures
fittings plant machinery equipment and rights) demised by this deed and all
alterations improvements and additions to such property
(4) "adjacent premises" means any land or premises (whether
already or hereafter to be erected and whether belonging to the Landlord or
otherwise and whether or not
1
54
contiguous to the property) adjacent adjoining opposite or near to the property
(5) "the insured risks" means fire explosion (excluding steam
vessels) earthquake storm or tempest burst pipes (excluding sprinklers) riot
and civil commotion accidental damage lightning aircraft malicious damage flood
impact by any road vehicle and such other risks as the Landlord may from time
to time reasonably deem fit
(6) "the prescribed rate" means a rate of interest being three per
centum per annum above the base rate for the time being of National Westminster
Bank plc Provided That if National Westminster Bank plc shall not be in the
practice of publishing its base rate at the relevant time "the prescribed rate"
shall mean such other reasonable and equivalent rate of interest as the
Landlord shall from time to time in writing specify
2. THE Landlord demises to the Tenant. THE property known as 89/95 St.
Paul's Road London N1 (all which property is delineated and coloured pink on
the annexed plan) FOR the term of TWENTY-FIVE YEARS from the 25th day of March
1988 (subject to determination as hereinafter provided) and subject to the
matters referred to in the transfers mentioned in the First Schedule hereto (so
far as subsisting at the date hereof) AT the yearly rent of ONE HUNDRED AND
SIXTY-FIVE THOUSAND POUNDS (pounds 165,000) or such other sum as may become
payable under Clause 8 of this deed
3. THERE are included in this demise:
2
55
1. LAND REGISTRY
[MAP]
TITLE NUMBER
NGL346684
56
(1) The Landlord's fixtures and fittings upon the property
(2) The right (in common with the Landlord and all other persons
from time to time entitled) to use all easements and services appurtenant to
the property and in particular a right of way for all purposes connected with
the use and enjoyment of the property over the road coloured brown on the
annexed plan
4. THERE are excepted and reserved out of this demise all rights and
privileges now enjoyed over or against the property and the particular rights
following namely:-
(1) The right but (except in emergency) only after giving
reasonable prior notice in writing to the Tenant and making a prior appointment
during normal working hours to construct and to maintain in over or under the
property and to repair cleanse renew and alter any easements or services for
the benefit of any adjacent premises
(2) The right at any time during the tenancy but (except in
emergency) only after giving reasonable prior notice in writing to the Tenant
to enter (or in emergency during the Tenant's absence to break and enter) upon
the property in order (i) to inspect or execute works in connection with any of
the easements or services excepted or reserved by this deed or (ii) to view the
condition of the property or (iii) to execute works upon any adjacent premises
in connection with which there is reserved also the right to build on or into
any external boundary wall of the property or (iv) to execute any repairs or
other works which should or
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may be executed by the Landlord under the provisions of this deed or (v) to
erect and use scaffolding upon the property
(3) The right at any time during the tenancy to rebuild or execute
other works upon any adjacent premises (including the erection and use of
scaffolding upon the property)
Subject in all cases to the Landlord and the person exercising any such
rights in sub-clauses (1) (2) and (3) hereof causing as little damage and
inconvenience as practicable and making good all damage caused to the property
and the Tenants fixtures and fittings and causing the minimum of inconvenience
and disturbance to the Tenant and its business
(5) The right to pass on foot and with or without vehicles over
the road coloured brown on the annexed plan
(6) The free and uninterrupted running and passage of water and
soil through the sewers drains pipes or watercourses and of electricity gas and
other services through the cables wires and pipes which are now or may at any
time during the tenancy be in under or passing through or over the property
(7) The support and protection from the property now or hereinafter
enjoyed by any of the adjacent premises
5. THE Tenant covenants with the Landlord as follows:-
(1) To pay the above-mentioned rent by equal quarterly payments in
advance on the usual quarter days (without any deduction) Provided That the
first such payment or a proportionate part in respect of the period from and
including the 9th day of May 1988 to and including
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the 24th day of June 1988 to be paid on the grant of this deed And if the above
mentioned rent or any other sums reserved by or payable under this deed shall
remain unpaid for 14 working days it shall bear interest at the prescribed rate
from the due date until payment
(2) To pay all rates taxes charges and outgoings (except tax
assessable on the Landlord in respect of rents and other payments arising under
this deed or in respect of any consideration arising on any dealing with any
reversion expectant on the tenancy hereby granted) which are now or may at any
time be assessed or charged upon the property or be payable by the owner or
occupier in respect of the property including a fair and proper proportion (to
be determined by the Landlord) of all such payments as may be assessed charged
or payable upon or in respect of the property and any adjacent premises
(3) To pay for all gas electricity water and other fuels consumed
on the property and to observe and perform at the Tenant's expense all present
and future regulations and requirements of the supply authorities and to keep
the Landlord indemnified in respect of such regulations and requirements
(4) To pay to the Landlord from time to time on demand the sums
following namely:-
(i) An amount equal to (A) the premiums paid by the Landlord
for the purpose of insuring the property against (a) loss or damage by the
insured risks in such sum (including architects' surveyors' and other
professional
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fees) as in the reasonable opinion of the Landlord may from time to time be the
reinstatement and rebuilding cost of the property including the cost of
demolition shoring up making safe and removing debris and (b) the loss of five
years' rent of the property (taking into account increases in rent pursuant to
the provisions of Clause 8 of this deed) and (B) the cost but not more than
once in every year properly incurred by the Landlord from time to time in
valuing the property for insurance purposes
(ii) A rateable proportion of the cost (as determined by
the Landlord's surveyor) incurred by the Landlord from time to time in respect
of any of the following namely repairing cleansing maintaining or lighting (as
shall in the reasonable opinion of the Landlord be appropriate) any roads party
walls fences or other structures drains sewers gutters or any other easements
or services used or to be used in common by the occupier of the property and the
occupiers of any adjacent premises
And if the above mentioned sums shall remain unpaid the same shall bear interest
at the prescribed rate from the time of demand until payment
(5) To repair and keep in good and substantial repair and if
necessary to rebuild the property (damage by latent patent and inherent defects
excepted and damage by any of the insured risks excepted save where the
insurance effected by the Landlord shall be vitiated in whole or in part by any
act or omission of the Tenant or its servants agents or licensees)
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(6) To keep such part of the property as shall not be built upon
in a clean and tidy condition and the whole of the property (including all
cisterns boilers and flues) properly cleansed and in particular to clean all
the windows (both inside and out) and all other glass once at least in every
month
(7) To keep all water and waste pipes gutters drains sewers ducts
and sanitary and water fittings in the property protected from frost and free
from obstruction and to make good and indemnify the Landlord against all damage
caused by any burst overflow or stoppage of pipes gutters sewers ducts fittings
or drains
(8) In the year ending on the 25th day of March 1995 and once in
every subsequent seven years and also in the last twelve months of the tenancy
(howsoever determined) to burn off prime and paint with two coats at least of
good quality paint and grain varnish and colour with materials of good quality
all such external parts of the property as are usually or ought to be so
painted grained varnished and coloured and at the same time to wash down and
clean all such external parts of the property as are usually or ought to be so
washed and cleansed and so often as may in the reasonable opinion of the
Landlord be necessary (but not more than once in every period of seven years)
to re-point any external brickwork of the property All such works to be carried
out in a workmanlike manner and if in the last twelve months of the tenancy the
Landlord so requires generally in conformity in all respects with the original
colour and appearance of
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the property as at the date of this deed (or such other colour and appearance as
the Landlord may approve such approval not to be unreasonably withheld or
delayed)
(9) In the year ending on the 25th day of March 1993 and once
in every subsequent five years and also in the last twelve months of the
tenancy (howsoever determined) to prime and paint with two coats at least of
good quality pint and grain varnish colour and paper with materials of good
quality all such parts of the inside of the property as are usually or ought to
be so painted grained varnished coloured and papered All such works to be
carried out in a workmanlike manner and in the last twelve months of the
tenancy if the Landlord so requires generally in conformity with such colour
and appearance as the Landlord may approve such approval not to be unreasonably
withheld or delayed
(10) To repair or replace forthwith by new articles of similar kind
and quality the Landlord's fixtures and fittings and any other fixtures
fittings plant machinery or equipment (other than tenant's or trade fittings)
upon the property which shall become in need of repair or replacement
(11) Within three months after service upon the Tenant of notice of
any disrepair for which the Tenant is liable (or immediately in case of need)
to commence to make good the disrepair and in default to permit the Landlord
and all persons authorised by it to execute the necessary work the cost of
which (including any reasonable and proper surveyor's fees incurred) shall be
paid forthwith to the Landlord by the Tenant
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(12) At the expiration or sooner determination of the tenancy to
yield up to the Landlord the property repaired cleansed and maintained in
accordance with the covenants herein contained
(13) (a) To forthwith effect and keep on foot suitable contracts
for the repair maintenance and replacement of the plant machinery and equipment
(including (without limitation)all motors and boilers) with such firms of
contractors as shall be approved by the Landlord such approval not to be
unreasonably withheld or delayed from time to time and to produce the contracts
to the Landlord whenever the Landlord shall reasonably require
(b) If default shall be made in effecting or keeping on foot
any such contracts or in producing any such contracts the Landlord may but only
after giving the Tenant reasonable prior notice effect such contracts the cost
of which shall be repaid forthwith by the Tenant
(14) To permit the Landlord and any persons authorised by it after
giving reasonable prior notice in writing to the Tenant to enter and view the
property or take inventories of the fixtures and things to be yielded up at the
determination of the tenancy or from time to time affix on the exterior of the
property notices for selling or re-letting (but in this case only in the last
six months of the tenancy) the property and to permit intending lessees or
purchasers to view the property provided such notices shall not diminish the
Tenants enjoyment of light of air to the property
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(15) Save as to the initial development of the Property by the
Landlord to comply forthwith in all respects with the provisions of every
enactment (which expression in this sub-clause includes every Act of Parliament
now or hereafter enacted and every instrument regulation and bye-law and every
notice order or direction and every licence consent or permission made or given
under it) so far as it shall affect the property And save as excepted as
aforesaid to execute forthwith all works which under any enactment shall be
required to be executed upon the property And to indemnify and keep the
Landlord indemnified in respect of all such matters
(16) To keep the property sufficiently supplied and equipped with
such fire fighting extinguishing appliances as shall from time to time be
required by law or by the local or other competent authority or as shall be
reasonably required by the Landlord and such appliances shall be open to
inspection and shall be maintained to the reasonable satisfaction of the
Landlord and any such local or other competent authority and also not to
obstruct or permit or suffer to be obstructed the access to or means of working
such appliances or the means of escape from the property in the case of fire
(17) To supply a copy to the Landlord of any order notice or
direction or licence consent or permission relating to the property within
seven days of its receipt by the Tenant and if reasonably required by the
Landlord to take all necessary steps to comply therewith and at the request of
the
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Landlord to make or join with the Landlord at the cost of the Landlord in
making such objections and representations against any such order notice or
direction or licence consent or permission as the Landlord shall reasonably
deem expedient save where it is against the Tenants business interests so to do
(18) (a) Not to make or suffer any assignment charge underletting or
parting with or sharing possession of the whole or any part of the property or
suffer any person to occupy the whole or any part of the property as licensee
(Provided Always That nothing contained in this covenant shall prevent the
Tenant from sharing occupation of the whole or any part or parts of the property
with any company (herein called "a Group Company") which is for the time being
in the same Group of Companies (as that expression is defined in Section 42 of
the Landlord and Tenant Act 1954 as amended) as the Tenant subject to the
condition that no relationship of Landlord and Tenant shall be created or be
deemed to exist between the Tenant and the Group Company) PROVIDED THAT the
consent of the Landlord shall not be unreasonably withheld or delayed to:-
(i) a charging of the whole of the property
(ii) an assignment of the whole of the property.
(b) Upon the Landlord consenting to any assignment of the
property to procure that the assignee enters into a covenant with the Landlord
(whose proper costs shall be paid by the Tenant) to pay the rents reserved by
this deed (including any increases in rent pursuant to the provisions
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of Clause 8 of this deed) and to perform and observe the covenants on the part
of the Tenant contained in this deed
(c) Within one month after any charging assignment or any
devolution of the interest of the Tenant in the property to give notice of it
in writing to the Landlord and to produce to the Landlord a certified copy of
the charge assignment or other document evidencing such devolution and to pay
to the Landlord a registration fee of pounds 20.00
(19) At all times during the tenancy to use the property for office
purposes and not to use or permit or suffer the same to be used for any other
purpose
(20) That neither the whole nor any part of the property shall be
used for any sale by auction or for any offensive or noisy trade business or
occupation or for illegal or immoral purposes or for the sale of wine beer
spirits or other intoxicating liquors or as a club or betting office or as a
dwelling house Provided Always the Tenant shall be entitled if it wishes to
have a canteen at the property
(21) That nothing shall be done on the property which may in the
reasonable opinion of the Landlord be a nuisance damage injury or annoyance
(including without prejudice to the generality of the foregoing annoyance
caused by radio television or other sound-producing apparatus or any machinery
or mechanical instrument)
(22) That no alteration or addition shall be made in or to the
property PROVIDED THAT with the previous consent in writing of the Landlord
(such consent not to be unreasonably withheld or delayed) the Tenant may carry
out internal
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non-structural alterations to the property in accordance with plans and
specifications previously submitted to and approved by the Landlord at the
Tenant's expense PROVIDED FURTHER THAT the Landlord may as a condition of
giving any such consent if reasonable so to do to require the Tenant to enter
into such covenants with the Landlord as the Landlord may reasonably require as
to (i) the carrying out of such alterations to the property and (ii) the
reinstatement thereof at the determination of the tenancy or otherwise to the
same condition in which it was before the carrying out of such alterations
(23) That without the previous consent in writing of the Landlord
such consent not to be unreasonably withheld or delayed no signboard
advertisement placard or nameplate shall be exhibited on the property
(24) That no articles shall be hung or exposed outside the property
or exhibited outside the entrance doors whether on the pavement or elsewhere
(25) That no excessive weight shall be placed or suspended on or
from the floors ceilings or walls of the property and not to use or permit or
suffer the property to be used in such manner as to subject the same to any
strain beyond that which it is designed to bear
(26) That no poles masts or wires shall be erected on the exterior
of the property (whether in connection with wireless or television apparatus or
otherwise) without the previous consent in writing of the Landlord such consent
not to be unreasonably withheld or delayed
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(27) That no alteration or addition shall be made to the central
heating hot water and air conditioning installations in the property without
the Landlords previous consent in writing such consent not to be unreasonably
withheld or delayed
(28) (a) That nothing shall be brought or done upon the
property which may invalidate or render any additional premium payable for any
insurance of the property or of any adjacent premises and in case of any
additional premium becoming payable it shall be paid by the Tenant on demand And
in the event of the property or any adjacent premises or any part thereof being
damaged or destroyed by any of the insured risks and the Landlord's insurance
having been vitiated in whole or in part and the insurance moneys under such
insurance having been wholly or partially irrecoverable by any act or omission
of the Tenant or its servants agents or licensees then the Tenant will forthwith
pay to the Landlord the whole or (as the case may require) the irrecoverable
proportion of the cost (including architect's surveyor's and other professional
fees) of completely rebuilding and reinstating the same
(b) Forthwith upon the happening of any event or thing
against which insurance has been effected by the Landlord under the provisions
of this deed to give notice thereof to the Landlord
(29) That the road referred to in Clause 3(2) of this deed shall
not be damaged or obstructed or used in such manner as to cause in the
reasonable opinion of the Landlord
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any nuisance damage or annoyance And no goods or other things shall be loaded
or unloaded into or from any trade vehicles on the said road
(30) Not to allow any trade empties or rubbish of any description
to accumulate on or outside the property but to place all refuse and rubbish in
proper receptacles
(31) That no window or other opening belonging to the property
shall be stopped up darkened or obstructed nor any window or other opening
belonging to adjacent premises obstructed and that no new window or other
opening or encroachment or easement shall be allowed or suffered so as to lead
to the acquisition of rights against the property And in case any such window
opening encroachment or easement shall be made or attempted to be made the
Tenant will give notice of it forthwith to the Landlord and at the request and
cost of the Landlord adopt such means as may reasonably be required for
preventing any such encroachment or the acquisition of any such rights
(32) (a) To pay all reasonable and proper costs charges and
expenses (including solicitor's costs and disbursements and surveyor's fees)
incurred by the Landlord for the purpose of or incidental to the preparation
and service of a notice under Sections 146 or 147 of the Law of Property Act
1925 (as amended) requiring the Tenant to remedy a breach of any of the
covenants contained in this deed (notwithstanding forfeiture for such breach
shall be avoided otherwise than by relief granted by the Court) or incidental
to the preparation
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and service of a schedule of dilapidations at any time during or after the
determination of the tenancy
(b) To pay to the Landlord all reasonable and proper
costs charges and expenses incurred by the Landlord (including solicitor's
costs and disbursements surveyor's and architect's fees) in connection with the
grant by the Landlord of any consent pursuant to the covenants contained in
this deed or any application for such consent save that the Tenant shall not be
responsible for such costs charges and expenses if the Landlord is held to have
unreasonably withheld its consent to an application under the Lease
(c) To pay all reasonable and proper costs charges and
expenses (including solicitor's costs and disbursements and surveyor's fees)
incurred by the Landlord for the purpose of or incidental to the enforcement of
the Tenant's covenants in this deed
(33) That in addition to the rent fees and other payments of
whatever nature which are or shall be reserved or which are or may become
payable pursuant to the provisions of this deed ("the payments") by or on
behalf of the Tenant to the Landlord or any person acting on its behalf the
Tenant shall pay any Value Added Tax which is or may at any time hereafter
become payable in respect of the payments save to the extent that the Landlord
is entitled to an input tax credit in respect thereof
(34) To perform and observe at its own expense all the covenants
terms and provisions of the documents mentioned in
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the First Schedule below and to indemnify and keep the Landlord indemnified in
respect thereof
(35) Forthwith upon becoming aware of the same to give notice in
writing to the Landlord of any defect in the state of the property which would
or might give rise to an obligation on the Landlord to do or refrain from doing
any act or thing in order to comply with the duty of care imposed on the
Landlord pursuant to the Defective Premises Act 1972 and indemnify and keep
indemnified the Landlord from and against any loss claims actions costs or
demands arising from a failure to give such notice and at all times to display
and maintain all notices (including the wording thereof) which the Landlord may
from time to time display or reasonably require to be displayed at the property
(36) At all times during the tenancy to indemnify and keep
indemnified the Landlord from and against all actions proceedings claims
demands damages or loss whatsoever which may be maintained or made against or
sustained by it by reason or in consequence of the state or condition of the
property or the Tenants use thereof
(37) Not without the consent in writing of the Landlord such consent
not to be unreasonably withheld or delayed to make any application for planning
permission in respect of the property
6. THE Landlord covenants with the Tenant as follows:-
(1) That the Tenant paying the rent reserved by this deed and
performing and observing the foregoing covenants shall quietly enjoy the
property for the term granted by this
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deed without any interruption by the Landlord or any person lawfully claiming
under or in trust for the Landlord
(2) The Landlord will procure insurance of the property against
loss or damage by the insured risks (including architect's surveyor's and other
professional fees) in the full reinstatement and rebuilding cost of the
property (subject to such exceptions and conditions as may be set out in the
policy of insurance from time to time) And if the Landlord's insurance has not
become vitiated in whole or in part by any act or omission of the Tenant or its
servants agents or licensees will procure any moneys received under such
insurance to be laid out in rebuilding or reinstating the property and in the
event of the property or any part thereof being destroyed or damaged by an
insured risk as soon as the necessary consents are obtained (which the Landlord
covenants to use all reasonable endeavours to obtain as expeditiously as
possible) to rebuild and reinstate the same and the Landlord will supply on
request a copy of the insurance policy for the property and evidence of payment
of the last premium and will make up any shortfall in the insurance monies out
of its own monies
(3) The Landlord shall not in any event be liable to the Tenant in
respect of any failure of the Landlord to perform any of its obligations to the
Tenant hereunder whether express or implied unless and until the Tenant has
notified the Landlord of the facts giving rise to the failure and the Landlord
has failed within a reasonable time to remedy the same
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(4) Subject to Section 4 of the Defective Premises Act 1972 (as
amended or re-enacted from time to time) so far as the same is applicable the
Landlord shall not in any circumstances incur any liability in respect of damage
to person or property or otherwise howsoever by reason of any act neglect
default or misfeasance of the Landlord its servants or employees or by reason of
any accidental damage which may at any time be done to the property or to any of
the goods persons or property of the Tenant or any other person caused by any
act or default of any other tenant of the Landlord in any adjacent premises or
of any servant employee or contractor as aforesaid in breach or neglect of his
or her duty
7. IT IS AGREED as follows:-
(1) If any rent reserved by this deed shall be unpaid for 21 days
after becoming payable (whether formally demanded or not) or if any covenant on
the Tenant's part shall not be performed or observed or if the Tenant (being a
company) shall enter into liquidation whether compulsory or voluntary (save for
the purpose of reconstruction or amalgamation without insolvency) or change the
liability of its shareholders from limited to unlimited (or vice versa) or (not
being a company) shall become bankrupt or shall call a meeting of or enter into
any composition with creditors then and in any such case it shall be lawful for
the Landlord to re-enter upon the property and thereupon this demise shall
determine but without prejudice to any claim by the Landlord in respect of any
antecedent breach of covenant
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(2) (a) If the Tenant shall make default in paying any sum (other
than rent) referred to in Clause 5 such sum shall be recoverable (whether
formally demanded or not) as if rent in arrear And the power of the Landlord to
distrain upon the property for rent in arrear (including any such
last-mentioned sum) shall extend to and include any tenant's fixtures and
fittings not otherwise by law distrainable
(b) Nothing herein contained shall entitle the Tenant to
withhold payment of any rent or other moneys payable under this deed after the
date upon which the same first falls due or in any way prejudice or affect the
rights of the Landlord under the provisions of sub- clause (1) of this Clause 7
(3) Any dispute arising between the Tenant and any owner or
occupier of any adjacent premises (other than the Landlord) as to any right or
privilege or any party or other wall or otherwise shall be determined on behalf
of the Tenant by the Landlord's surveyor whose decision shall bind the Tenant
and whose fees shall be payable as he may direct
(4) If the property is destroyed or damaged (or the access to or
egress from) by any of the insured risks as to be unfit for occupation or use
in whole or in part and the Landlord's insurance has not become vitiated by any
act or omission of the Tenant or its servants agents or licensees then the rent
reserved by this deed (or a proper proportion according to the extent of the
damage) shall from the date of such damage or destruction and until the
property shall have been reinstated or until the expiration of five years
from
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the date of the damage or destruction (whichever shall be the sooner) cease to
accrue And any dispute under this proviso shall be referred to the award of a
single arbitrator to be appointed by the President for the time being of the
Royal Institution of Chartered Surveyors and in accordance with the Arbitration
Act 1950 (as amended or re-enacted from time to time) Provided Always that
under no circumstances shall the amount of rent which ceases to accrue
hereunder exceed the amount received by the Landlord in respect of loss of rent
under the policy referred to in Clause 6(2) of this deed
(5) Upon quitting the property the Tenant shall not be entitled to
any compensation whatsoever whether under the provisions of any legislation
enacted before or after the date of this deed or otherwise PROVIDED THAT this
sub-clause shall take effect subject to the provisions of the Landlord and
Tenant Act 1954 (as amended or re-enacted from time to time) and shall not
extend to any claim against the Landlord for breach of covenant
(6) Any notice served under or in respect of this deed may be
served by posting it in a prepaid envelope addressed in the case of the
Landlord to its registered office or other last known address or in the case of
the Tenant to its registered office or to the property 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
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(7) The Landlord's reasonable and proper solicitor's costs and
disbursements (including the cost of engrossments of this deed and stamp duty
and any costs of mortgagees for consent to or registration of this deed and
surveyor's fees) in connection with the preparation and completion of this deed
and a counterpart shall be paid by the Tenant
(8) Nothing in this deed shall be construed or operate expressly
or impliedly to confer upon or grant to the Tenant any easement right or
privilege other than those expressly hereby granted under Clause 3 of this deed
(9) Nothing in this deed shall imply or warrant that the property
may be used for the purpose herein or subsequently authorised by the Landlord
and the Tenant hereby acknowledges and admits that the Landlord has not given
or made at any time any representation or warranty that any such use is or will
be or will remain a permitted use under the Town and Country Planning Acts
1962-1977 (as amended or re-enacted from time to time) and under every covenant
and condition now affecting the property
(10) The demand for and/or acceptance of rent by the Landlord or
its agents shall not constitute and shall not be construed to mean a waiver of
any prior breaches of the covenants on the part of the Tenant herein contained
or of the Landlord's rights in respect of such breaches
(11) Nothing herein contained shall confer on the Tenant any right
to the benefit of or to enforce any covenant or agreement on the lessee's part
contained in any lease or other instrument relating to any adjacent premises or
limit
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or affect the right of the Landlord or other the owner to deal with the same in
such manner as may be thought fit
8. (1) THE Landlord may by notice in writing served on the Tenant at
any time require the rent payable under this deed to be revised with effect from
any of the review dates hereinafter defined and from any such review date the
rent shall be such sum as shall (in default of agreement between the Landlord
and the Tenant within two months after service of such notice) be determined by
a valuer ("the Valuer") nominated at the request of either the Landlord or the
Tenant by the President for the time being of the Royal Institution of Chartered
Surveyors to represent the rack rental value of the property as between a
willing landlord and a willing tenant without taking a fine or premium at such
review date for a term of 15 years with vacant possession and on the assumption
(if not the fact) that (a) the property is in a good state of repair and
decorative condition (b) the property is fully fitted out and fit for immediate
occupation and use and could and would be immediately occupied by a willing
tenant (c) the Landlord and the Tenant have performed and observed all the
covenants and conditions on their respective parts herein contained (d) the
property can be and is capable of being used for the purposes herein authorised
and (e) in the event of the property or the access thereto having been wholly or
substantially damaged or destroyed the property and the access thereto has been
fully rebuilt and reinstated PROVIDED THAT no account shall be taken of (i) any
goodwill attributable to the property by
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reason of the Tenant's or Permitted Occupiers (ii) business any alterations or
additions made (with the consent of the Landlord where such consent is necessary
hereunder) to the property after the date hereof by and at the cost of the
Tenant or Permitted Occupier and without any liability on the part of the
Landlord to pay compensation in respect thereof and otherwise than in pursuance
of an obligation to the Landlord (iii) any diminution in rent attributable to
work carried out or to be carried out by or anything done or to be done or
omitted by the Tenant or Permitted Occupier whether with or without the consent
of the Landlord (iv) any occupation of the Permitted Occupier and (v) any
fitting out works carried out by the Tenant at its expense whether before or
after the date of this deed BUT in all other respects by reference to the terms
of this deed (including this sub-clause) PROVIDED FURTHER THAT (i) the rent so
revised shall not be less than that reserved immediately prior to such review
date (ii) the rent shall be revised once only during the period of five years
commencing at each such review date and (iii) the Valuer shall act as an
arbitrator
(2) The review dates referred to in the preceding sub-clause are
the 25th day of March 1993 the 25th day of March 1998 and the 25th day of March
2003 and the 25th day of March 2008
(3) In the event that at each such review date or the expiration
of two months after the service of the Landlord's notice under sub-clause (1)
of this Clause (whichever shall be the later) the revised rent shall not have
been determined
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as provided for in this Clause 8 then the Tenant shall continue to pay rent at
the rate reserved immediately prior to such review date on each day appointed
by this deed for payment of rent until such revised rent shall be determined
and within 14 days after such determination the Tenant shall pay to the
Landlord as arrears of rent a sum equal to the amount whereby the rent so
revised shall exceed the rent reserved immediately prior to such review date
but duly apportioned in respect of the period commencing on such review date
and ending on the quarter day immediately following the date on which such
revised rent is determined as aforesaid together with interest on such arrears
of rent as aforesaid at the base rate for the time being of National
Westminster Bank plc from such review date until payment by the Tenant
(4) Any revised rent determined under sub-clause (1) of this
Clause 8 shall be embodied in a document to be prepared by the Landlord and
duly executed by the Landlord and the Tenant and the Tenant shall bear the
costs charges and expenses incurred by the Landlord in connection with the
preparation and completion of such document
I N W I T N E S S whereof the parties hereto have caused their Common
Seals to be hereunto affixed the day and year first before written
25
79
THE FIRST SCHEDULE
------------------
Date Document Parties
---- -------- -------
29.1.1979 Transfer Grovegate Investments Limited (1)
Amo Management Services Limited (2)
29.1.1979 Transfer Grovegate Investments Limited (1)
Grangedove Limited (2)
29.1.1979 Transfer Grovegate Investments Limited (1)
Vistadene Limited (2)
19.12.1978 Transfer The British Petroleum Trust
Limited (1) BP Trustees Limited (2)
Grovegate Investments Limited (3)
[SEAL OMITTED]
THE COMMON SEAL of
--- ------ ----
FOLGATE ESTATES LIMITED
------- ------- --------
was hereunto affixed in
the presence of:
/S/: [ILLEGIBLE]
/S/: [ILLEGIBLE]
[SEAL OMITTED]
THE COMMON SEAL of
--- ------ ----
SYNON LIMITED was
----- -------
hereunto affixed in
the presence of:
/S/: [ILLEGIBLE]
/S/: [ILLEGIBLE]
26
80
[Folgate Estates Ltd - LETTERHEAD]
[DATE STAMP OMITTED]
Your Ref:
Our Ref: TJF/TR
Date: 7 January 1993
Mr Andrew Newton
Synon Europe Limited
91 St Paul's Road
London N1 2YU
Dear Mr Newton,
RENT REVIEW 91 ST PAUL'S ROAD
You will recall that I wrote to your recently reference our intention at
Folgate Estates Limited to review the rent in respect of the premises you
occupy under a lease dated the 20th May 1988. I now propose that the rent will
be reviewed to the yearly sum of pounds 210,000 (Two hundred and ten thousand
pounds) with effect from the 25th March 1993.
Your attention is drawn to the revisions of the lease in the event that my
proposals are unacceptable to you.
I will be happy to meet with you to discuss this matter and other outstanding
issues between our respective companies.
Yours sincerely,
FOLGATE ESTATES LIMITED
/s/: Thomas J. Fanning
- -------------------------------
THOMAS J. FANNING
81
DATE 15th September 1989
-----------------------------------------------------
(1) DANBUILD INVESTMENTS (U.K.) LIMITED
(2) SYNON LIMITED
-----------------------------------------------------
L E A S E
of premises at 77-85 Fulham Palace Road, London W6
-----------------------------------------------------
Lipman Bray
Thrutchley House
1 Bickenhall Street
London W1H 3LA
Ref: TGM/
3rd Floor
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82
H.M. LAND REGISTRY
Land Registration Acts (1925-1971)
(LEASE OF PART)
London Borough: London Borough Hammersmith & Fulham
Freehold Title No: NGL551831
Property: 3rd floor Block A (Elsinore House), 77-85
Fulham Palace Road, London W6
DATE: 15th September 1989
THIS LEASE is made BETWEEN (1) The Lessor and (2) The Tenant referred to
in following particulars
PARTICULARS
- --------------------------------------------------------------------------------
The Lessor DANBUILD INVESTMENTS (U.K.) LIMITED
whose registered office is c/o Bright Grahame Murray,
Chartered Accountants, 124- 130 Seymour Place,
London W1H 6AA
- --------------------------------------------------------------------------------
The Tenant SYNON LIMITED
whose registered office is at 19 St Pauls Road
London. N1 2YW
- --------------------------------------------------------------------------------
The Building Block A, (Elsinore House) 77-85 Fulham Palace Road,
London W6 shown edged brown on Plan I
- --------------------------------------------------------------------------------
The Premises Third floor premises edged red on Plan 2 and as
further defined in the First Schedule
- --------------------------------------------------------------------------------
The Term From and including 1st July 1989
for a period of 25 years ending on 30th June 2014 but
subject to the provisions in this Lease for earlier
termination.
- --------------------------------------------------------------------------------
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The Rent Commencement Date One month from the date
hereof
- --------------------------------------------------------------------------------
The Initial Rent THREE HUNDRED AND EIGHT THOUSAND FOUR HUNDRED
AND TWENTY FIVE POUNDS STERLING per annum
(pounds 308,425.00 p.a.)
- --------------------------------------------------------------------------------
The Review Dates 1st July 1994 1st July 2004
1st July 1999 1st July 2009
- --------------------------------------------------------------------------------
The Permitted Use As offices and for the purpose of holding
educational seminars and courses
- --------------------------------------------------------------------------------
The Car Parking Spaces FOUR (4) car parking spaces
- --------------------------------------------------------------------------------
The Tenant's Break Date 30th June 2004
- --------------------------------------------------------------------------------
The Lessor's Break Date 30th June 2005
- --------------------------------------------------------------------------------
DEFINITIONS
1. IN THIS LEASE unless the context otherwise requires:-
1.1 The expressions in the first column of the Particulars shall
have the meanings given to then in the second column of the
Particulars and the Particulars form part of this Lease
1.2 "the Lessor" includes the person for the time being entitled
to the reversion immediately expectant on the Term and any
superior landlord
1.3 "the Tenant" includes the successors in title of the Tenant
1.4 "the Tenant or anyone connected with it" means any of the
Tenant its employees agents licensees invitees and anyone else
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84
on the Estate expressly or impliedly with the authority of the
Tenant
1.5 "the Guarantor" includes the estate and personal
representatives of the Guarantor)
1.6 "the Term" includes any continuation or extension thereof or
any period of holding over in each case whether by statute or
common law
1.7 "the Rent" means:-
1.7.1 From the date hereof until the Rent Commencement Date
a peppercorn (if demanded)
1.7.2 From the date hereof until the first of the Review
Dates the Initial Rent
1.7.3 Thereafter the Reviewed Rent
1.8 "the Reviewed Rent" means the Rent computed in accordance with
the terms of the Fifth Schedule
1.9 "the Rent Payment Days" means 1st January 1st April 1st July
and 1st October
1.10 "the Granted Rights" means the rights set out in the Second
Schedule
1.11 "the Reserved Rights" means the rights set out in the Third
Schedule
1.12 "the Estate" means the property known as 77-85 Fulham Palace
Road London W6 being the land comprised in the freehold title
mentioned above shown edged green on Plan 1 and the buildings
from time to time on it
1.13 "the Car Park" means the car park in the basement of Blocks B
and C (being the buildings on the parts of the Estate erected
or in the course erection shown for the purpose of
identification only edged blue and purple respectively on Plan
1) and including the entrances driveways access ramps roadways
and other areas in or ancillary to it
1.14 "the Roadways" means the roads from time to time on the Estate
including the entrances driveways access ramps and roadways
forming part of the Car Park
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85
1.15 "the External Areas" means the Roadways and the forecourts
landscaped areas and other external areas on the Estate from
time to time and the boundary walls and fences of the Estate
1.16 "the Common Parts" means the entrance halls landings
staircases corridors, lifts, toilets and other parts of the
Building the use of which is or may be common to the Tenant
and the occupiers of any other part of the Building
1.17 "Adjoining Property" means any neighbouring or adjoining land
or property in which the Lessor or a Group Company has now or
at any time during the Term shall have acquired a freehold or
leasehold interest
1.18 "Insured Risk" means any of the risks referred to in Clauses
7.2.1 and 7.2.2 and any other risks against which the Lessor
shall at the time of the damage or destructicn in question
have reasonably effected insurance subject to the excesses
exclusions or limitations referred to in Clause 7.1.1.2
1.19 "the Policy" means the insurance policy referred to in clause 7
1.20 "the Insurance Contribution" means the total of:-
1.20.1 the fair proportion (as determined by the Surveyor
acting as an independent expert and not as an
arbitrator) of the sums payable by the Lessor by way
of premiums for insuring the Estate against the
Insured Risks referred to in clause 7.2.1 and 7.2.2;
and
1.20.2 all of the sums payable by the Lessor by way of
premiums for insuring against loss of the Rent
payable under this Lease from time to time (having
regard to reasonable sums in respect of any review of
the Rent which may become due under this Lease) for
five (5) years; and
1.20.3 all of any increased premium payable for any such
insurance relating to the Premises or to any other
part of the Estate and/or the loss of the rents
payable under this Lease or the lease of any other
part of the Estate as a result of any act or omission
of the Tenant or anyone connected with it
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86
1.21 "the Services" means the services and other matters set out in
the Sixth Schedule
1.22 "the Surveyor" means any person or firm appointed by or acting
for the Lessor from time to time (including an employee of the
Lessor or a Group Company) appointed by the Lessor to perform
the function of a surveyor for any purpose of this Lease
1.23 "the Accountant" means any independent Accountant or firm of
Accountants appointed by or acting for the Lessor from time to
time or and independent Chartered Surveyor) or firm of
Chartered Surveyors who (in the case of surveyors) shall be
experienced in the preparation and auditing of service charge
accounts to perform the function of an accountant for any
purpose of this lease
1.24 "the Managing Agent" means any person or firm appointed by or
acting for the Lessor from time to time (including an employee
of the Lessor or a Group Company) to collect the rents from
and to manage the Estate
1.25 "Accounting Period" means a year commencing on 1st January or
such other date and/or period as the Lessor shall from time to
time decide
1.26 "the Total Service Cost" means the aggregate amount in each
Accounting Period of:-
1.26.l The amounts properly incurred by or on behalf of the
Lessor in providing all or any of the Services
1.26.2 The amounts properly incurred by or on behalf of the
Lessor in connection with any of the matters referred
to in the Seventh Schedule
1.26.3 The amounts considered reasonably appropriate by the
Managing Agent or the Surveyor acting as an
independent expert and not as an arbitrator as a
reserve towards future expenses of a periodical or
non-annually recurring nature in connection with any
of the Services or the said matters
1.26.4 Value added tax payable on or in connection with any
of the said amounts save insofar as the Lessor can
recover the same
87
1.26.5 The costs incurred by the Lessor of and in connection
with the obligation set out in clause 5.4 less any
sums actually recovered by the Lessor pursuant to its
obligations set out in clause 5.4
1.27 "the Service Charge" means the fair proportion or fair
proportions of the Total Service Cost attributable to the
Premises as determined from time to time by the Surveyor
(acting as an independent expert and not as an arbitrator)
PROVIDED THAT:-
1.27.1 different proportions may be applied to different
items within the Total Service Cost or to different
amounts within the same item; and
1.27.2 no part of the Total Service Cost shall be deemed to
be attributable to the Car Park notwithstanding that
expenditure relating to the Car Park forms part of
the Total Service Cost
1.27.3 the fair proportion shall be calculated on the basis
that all premises on the Estate intended to be let
have been let and that all the Tenants of the
Building and the Estate are contributing a fair and
reasonable proportion to the respective elements of
the Total Service Cost
1.28 "The Interim Charge" means four equal instalments such sums to
be paid in advance on account of the Service Charge for an
Accounting Period as the lessors or the Managing Agents shall
from time to time specify to be a fair and reasonable estimate
of the Service Charge that will be payable by the Tenant for
that Accounting Period PROVIDED THAT the Lessor may revise
such estimate during an Accounting Period if it shall be fair
and reasonable to do so in the circumstances and the remaining
instalments in such Accounting Period shall be adjusted
accordingly
1.29 "the Service Conduits" means pipes wires cables sewers drains
gutters flues other conducting media and any items similar to
any of them and all valves chambers covers fixings and similar
items ancillary to any of them
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88
1.30 "the Planning Acts" means the Town and Country Planning Acts
1971 to 1985 and any regulations or orders made under the
authority of any such Act (but subject to clause 2.6)
1.31 "enactment" means any statute Statutory Instrument order or
byelaw issued by any competent authority for the time being
and from time to time in force and any rule regulation scheme
plan or direction issued under or deriving authority from any
of them
1.32 "decorate" means and includes decorate paint paper varnish
treat and polish and the like (as the specific instance may
require) and decoration shall be construed accordingly
1.33 "Interest" means interest during the period from the date on
which the payment is due or from such other date as may be
specified in this Lease to the date of payment (both before
and after any judgment) at 4% above the base rate from time
to time of Royal Bank of Scotland plc or such other British
Town clearing bank as the Lessor may from time to time
nominate or should such base rate cease to exist such other
rate of interest as is most closely comparable with the
Interest Rate to be agreed between the parties or in default
of agreement to be determined by the Accountant (acting as an
expert and not as an arbitrator)
1.34 "the 1954 Act" means the Landlord and Tenant Act 1954
1.35 "Group Company" means a company that is from time to time
a member of the same Group as the Lessor or Tenant as the case
may be within the meaning of section 42 of the 1954 Act
1.36 References to "the last year of tie Term" include the last
year of the Term if the same shall determine otherwise than by
effluxion of time and to "the end of the Term" include such
sooner determination of the Term
1.37 "the Premises" and "the Estate" include any part of the
Premises and any part of the Estate respectively
1.38 "the parties" or "party" shall mean the Lessor and/or the
Tenant but excludes the Guarantor
1.39 "Development" has the meaning given by Section 22 of the Town
and Country Planning Act 1971
1.40 "act or default" means act default negligence or omission
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89
1.41 "rates" means general water and other rates taxes charges
community charge assessments impositions and outgoings of
whatever nature but shall not include any tax payable as a
direct result of any dealings by the Lessor with its
reversionary interest in the Estate and/or the Building and/or
the Premises or any income tax or corporation tax payable by
the Lessor on any rents under this Lease or any other lease or
licence of whatsoever nature on the Estate
1.42 "planning permission" means any of planning permission listed
building consent conservation area consent and any other
permission or consent under the Planning Acts
1.43 "the General Specification" means the General Specification
for the West Six Centre a copy of which is annexed to this
Lease
1.44 "the Additional Works Specification" means the Additional
Works Specification a copy of which is annexed to this Lease
l.45 Any reference to "this Lease" is a reference to this Lease as
varied amended or supplemented from time to time and includes
a reference to any document which varies amends or is
supplemental to or made or given pursuant to or in accordance
with any of the terms of this Lease
INTERPRETATION
2. In this Lease:-
2.1 Any obligation in this lease not to do an act or thing shall
be deemed to include an obligation not to permit or suffer
that act or thing to be done
2.2 The singular shall include the plural and the masculine shall
include the feminine and neuter
2.3 Where the Tenant comprises more than one person the covenants
on the part of such party shall be joint and several
2.4 References to any right of the Lessor to have access to the
Premises shall be construed as extending to all persons
authorised by the Lessor (including agents, professional
advisers, contractors, workmen and others)
2.5 References to any right of the Tenant shall be construed as
extending to all persons authorised by the Tenant (including
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90
authorised undertenants agents professional advisers
contractors workmen servants and others
2.6 Any reference to a specific statute includes any statutory
extension or modification or re-enactment of such statute and
any regulations or orders made under it (except in the case of
the definitions of "the 1954 Act" and "Group Company")
2.7 The paragraph headings do not form part of this Lease and
shall not be taken into account in its construction or
interpretation
2.8 References to clauses or schedules are to clauses or schedules
in this lease and references in a schedule to clauses are to
clauses in that schedule
DEMISE
3. The Lessor demises to the Tenant for the Term the Premises:-
3.1 together (in common with the lessor and all others authorised
by it or otherwise entitled) with the Granted Rights but
subject to temporary interruption for repair alterations
replacement or other works and so far as reasonably
practicable in the circumstances not materially to interfere
with the use and enjoyment by the Tenant of the Premises); but
3.2 excepting and reserving to the Lessor and all others
authorised by it or otherwise entitled the Reserved Rights; and
3.3 subject to the matters contained or referred to in entries
numbered 1, 4, 5, 6 and 10 of the Charges Register of the
title above mentioned insofar as they still subsist and relate
to the Premises or the Granted Rights
the Tenant paying to the Lessor by way of rent without any deductions
whatsoever the Rent which shall be paid by equal quarterly payments in
advance on the Rent Payment Days the first payment being made on the
execution of this Lease in respect of the period from the Rent
Commencement Date to the next following Rent Payment Day
TENANT'S COVENANTS
4. The Tenant covenants with the Lessor to observe and perform the
covenants and obligations contained in the Fourth Schedule
LESSOR'S COVENANTS
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5. Subject to and conditionally upon the Tenant paying the Rent the
Interim Charge the Service Charge and all other moneys payable under
this Lease and performing and observing the covenants on the part of
the Tenant and the conditions and agreements contained in this Lease
the Lessor covenants with the Tenant as follows:-
5.1 to permit the Tenant to peaceably hold and enjoy the Promises
during the Term without any lawful interruption by the Lessor
or any person claiming under or in trust for the Lessor; and
5.2 to perform the Services except insofar as it is beyond the
Lessor's reasonable control including (without limitation) any
failure or interruption in any of the Services by reason of
necessary repair, replacement, maintenance of any
installations or apparatus, or their damage or destruction, or
by reason of mechanical or other defect or breakdown, or frost
or other inclement conditions, or shortage of fuel, materials,
water or labour, or any other cause PROVIDED THAT the Lessor
uses all reasonable endeavours to remedy the same as soon as
reasonably practicable and PROVIDED THAT the lessor shall not
be liable to the Tenant in respect of any act default omission
or negligence of any porter attendant or other person
undertaking the Services or any of them on behalf of the
Lessor
5.3 At the reasonable request and at the sole cost of the
Tenant(but the Landlord shall give credit for recovery of any
costs from any third party) and upon the Tenant giving an
indemnity to the Lessor for payment of all costs and expenses
reasonably to be incurred by the Lessor (including reasonable
reimbursement for time spent by the Lessor) and upon payment
from time to time of such sums by way of security for costs
and expenses as may be reasonably requested to take all action
reasonably necessary (including legal proceedings) for the
benefit and protection of the Premises against any tenant of
the Building of any part of the Estate so as to compel such
tenant or tenants to comply with the terms of any lease
between the Lessor and such tenant
5.4 To take such steps as are reasonable (including if necessary
the institution and prosecution of legal proceedings) to
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enforce the obligations of contractors sub-contractors
architects and engineers pursuant to their several contracts
with the Lessor in relation to the construction of the
Premises and/or the Building and the Lessor shall hold all and
any monies received in accordance with the provisions of
Clause 8.10 hereof
5.5 To observe and perform the covenants (whether restrictive or
otherwise) and stipulations to which the Landlords
reversionary interest in the Estate is or may from time be
subject (while the reversion is vested in it but not after it
shall have parted with the reversion) and fully indemnify the
Tenant in respect of any breach or non observance thereof
FORFEITURE
6. If:-
6.1 the Rent or any part shall at any time be unpaid for
twenty-one days after becoming payable (whether formally
demanded or not); or
6.2 any other sum due from the Tenant under the terms of this
Lease shall at any time be unpaid for twenty-one days after
the later of demand and becoming payable; or
6.3 any of the Tenant's covenants or obligations in this Lease
shall not be performed or observed; or
6.4 in relation to the Tenant(being a company)
6.4.1 a proposal is made for a voluntary arrangement
pursuant to Part I Insolvency Act 1986; or
6.4.2 a petition is reasonably and properly presented for
an administration order pursuant to Part II of that
Act; or
6.4.3 a petition is reasonably and properly presented
pursuant to Part IV of that Act or a resolution
reasonably and properly proposed for winding-up in
either case whether compulsory or voluntary or a
meeting is convened or a resolution is proposed for
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93
the purchase redemption or reduction of any part of
the issued share capital of the Tenant (whether or
not to comply with S.142 Companies Act 1985)(except
in any such case for a reconstruction or amalgamation
not involving or arising out of insolvency); or
6.4.4 a receiver is appointed of the whole or any part of
its assets or undertaking (whether or not an
administrative receiver as defined in S.29(2) of the
Insolvency Act 1986)
6.5 in relation to the Tenant (being an individual)
6.5.1 an application is reasonably and properly made for an
interim order pursuant to Part VIII of that Act; or
6.5.2 a petition is presented for bankruptcy or a
bankruptcy order is made pursuant to Part IX of that
Act; or
6.5.3 an insolvency practitioner is appointed pursuant to
S.273 of that Act; or
6.6 the Tenant, shall make a composition with creditors which
would in the Lessors reasonable opinion materially affect the
Tenants ability to perform its covenants hereunder
6.7 any distress or execution is levied on any of the Tenants'
goods or property which would in the Lessors reasonable
opinion materially affect the Tenants ability to perform its
covenants hereunder
(and in every case if the Tenant is more than one person if any of
the said matters shall occur in relation to any one of them then and
in any such case the lessor may at any time thereafter re-enter upon
the Premises in the name of the whole and thereupon this demise shall
absolutely determine but without prejudice to the right of action of
the Lessor in respect of any antecedent breach
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94
(including if applicable that in relation to which the Lease is
forfeited) of the Tenant's covenants or the conditions contained in
this lease
7. INSURANCE
7.1 Subject to and conditionally upon the Tenant paying the
Insurance Contribution the Lessor covenants with the Tenant:-
7.1.1 to insure the Estate
7.1.1.1 unless such insurance shall be vitiated by
any act of the Tenant or by anyone connected
with the Tenant; and
7.1.1.2 subject to such excesses exclusions or
limitations as the Lessor's insurers may
reasonably require
in such insurance office of repute or with such
underwriters and through such agency as the Lessor may
from time to time reasonably and properly decide in as
being the full cost of rebuilding or reinstatement
including architects, surveyors and other professional
fees, the cost of debris removal, demolition, site
clearance, any works as a result of such rebuilding or
reinstatement that may be required by statute and
incidental expenses
7.1.2 produce to the Tenant on request (but if more than
once a year then at the Tenant's expense) a copy of
the Policy and the last premium receipt or other
reasonable evidence of the terms of the Policy and
the fact that the last premium has been paid
7.1.3 notify the Tenant of any material change in the
risks covered by the Policy
7.1.4 procure that the interest of the Tenant and any
mortgagee or chargee is noted on the Policy (and
which shall be deemed satisfied by a general note on
the policy that the interests of tenants are noted)
7.2 Such insurance shall be against:-
7.2.1 loss or damage by fire, explosion, storm, lightning,
earthquake, explosion, subsidence, tempest, flood,
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95
burst pipes, impact, and (in peacetime) aircraft and
articles dropped therefrom, riot heave, civil
commotion and malicious damage and such other risks
insurance against which the lessor may (but without
obligation) from time to time reasonably decide
7.2.2 liability of the Lessor arising out of or in
connection with any matter involving or relating to
the Estate; and
7.2.3 the loss of the Rent payable under this Lease from
time to time (having regard to any reasonable sums in
respect of review of rent which may become due under
this lease) for five years
7.3 If
7.3.1 the Premises or access to them are destroyed or
damaged by an Insured Risk so that the Premises or
any part of them are unfit for occupation or use, and
7.3.2 the insurance of the Premises has not been vitiated
by the the act or default of the Tenant or anyone
connected with it
the Rent or a fair proportion of it according to the nature
and the extent of the damage sustained the amount of such
proportion in case of dispute to be determined by the Surveyor
(acting as an expert and not as an arbitrator) shall be
suspended and cease to be payable until the Premises, the
damaged part, or the access (as the case may be) shall have
been reinstated so that the Premises the damaged part or the
access are made fit for occupation or use or until the
expiration of five years from the date on which the
destruction or damage occurred whichever is the shorter
7.4 If
7.4.1 the Premises are damaged or destroyed by an Insured
Risk, and
7.4.2 the payment of the insurance monies is not refused in
whole or in part by reason of any act or default of
the Tenant or anyone connected with it.
the Lessor will subject to clause 7.5.7 with all convenient
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96
speed take such necessary and proper steps to obtain any
planning permissions or other permits approvals and consents
that may be required under the Planning Acts or other
enactment to enable the Lessor to rebuild and reinstate the
Premises and will as soon as these have been obtained spend
and lay out all monies received in respect of such insurance
(except sums in respect of loss of rent) in rebuilding or
reinstating the Premises so destroyed or damaged and meeting
the related professional fees provided that the Lessor shall
not be liable to rebuild or reinstate the Premises if:-
7.4.3 the lessor is unable (having used all reasonable
endeavours) to obtain all planning permissions,
permits and consents necessary to execute such
rebuilding and reinstating; or
7.4.4 if this lease shall be frustrated; or
7.4.5 if the rebuilding or reinstating is prevented for any
other reason beyond the control of the Lessor
in any of which cases:-
7.4.6 all the insurance monies shall belong to the Lessor
absolutely and the Lessor shall accordingly be
entitled to retain them; and/or
7.4.7 the Lessor may by giving to the Tenant not later than
three years after the date of damage two months
notice in writing determine this demise (unless this
Lease shall before such notice is given have been
frustrated or otherwise determined) (but without
prejudice to any claim by the Lessor in respect of
any antecedent breach of covenant) and any dispute
under this clause shall be determined by the Surveyor
(acting as an independent expert and not as an
arbitrator)
7.5 The Tenant covenants with the Lessor:
7.5.1 to pay the Insurance Contribution on demand
7.5.2 not to do or omit anything that could cause any
policy of insurance relating to the Estate to become
void or previously notified the lessor and have
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97
agreed to pay the increased premium) anything by which
additional insurance premiums may become payable
7.5.3 to keep the Premises supplied with such fire fighting
equipment as the insurers or the fire authority may require
and to maintain the same to their satisfaction
7.5.4 not to store or bring on to the Premises any article,
substance or liquid of a specially combustible, inflammable or
explosive nature and to comply with the requirements and
recommendations of the fire authority and/or the insurers and
the reasonable requirements of the Lessor as to fire
precautions relating to the Premises
7.5.5 not to obstruct the access to any fire equipment or the means
of escape from the Premises
7.5.6 to give notice to the Lessor immediately any event occurs
which might affect the Policy
7.5.7 if the Estate is damaged or destroyed either:-
7.5.7.1 by an Insured Risk and the insurance money under the
Policy is by reason of any act or omission of the
Tenant or anyone connected with it wholly or
partially irrecoverable; or
7.5.7.2 as a result of the act or omission of the Tenant or
anyone connected with the Tenant
to pay to the Lessor on demand with Interest the amount of such
insurance money so irrecoverable in which event the provisions
of clause 7.4 shall apply
7.5.8 if at any time the Tenant shall be entitled to the benefit of
any insurance on the Premises (which is not effected or
maintained in pursuance of any obligation contained in this
Lease) to apply all monies received by virtue of such
insurance in making good the loss or damage in respect of
which it shall have been received
7.5.9 if required by any enactment to obtain a fire certificate for
the Premises and on request to produce it to the Lessor for
inspection
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SERVICE CHARGE
8.1 The first payment of the Interim Charge (on account of the
Service Charge for the Accounting Period during which this
lease is executed) shall be paid by the Tenant to the Lessor
on the execution of this Lease and thereafter the Interim
Charge shall be paid by the Tenant to the Lessor by payments
in advance on the Rent Payment Days
8.2 If the Interim Charge paid by the Tenant for any Accounting
Period plus any balance carried forward from the previous
Accounting Period together exceed the Service Charge for the
Accounting Period then such excess shall be carried forward by
the lessor and credited to the account of the Tenant in
computing the Service Charge in the next Accounting Periods
8.3 If the Service Charge for any Accounting Period exceeds the
Interim Charge paid by the Tenant for that Accounting Period
plus any balance carried forward from the previous Accounting
Period then the Tenant shall pay such excess to the Lessor
within twenty-one days after service upon the Tenant of the
certificate referred to in the following paragraph
8.4 As soon as reasonably practicable after the end of each
Accounting Period the lessor shall serve or shall procure that
there is served upon the Tenant a certificate signed by the
Lessor the Surveyor or the Accountant containing the following
information:
8.4.1 The amount of the Total Service Cost for that
Accounting Period with a summary of that amount
showing the principal constituent items
8.4.2 The amount of the Service Charge for that Accounting
Period; and
8.4.3 The amount of the Interim Charge paid by the Tenant
for that Accounting Period and of any balance carried
forward from the previous Accounting Period
8.4.4 A schedule showing the amount and aggregate amounts
of any reserves created pursuant to the relevant
provisions of this Lease
8.5.1 Save as hereinafter provided the said certificate and
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schedules shall be conclusive evidence for the purposes of
this Lease of all matters of fact to which they contain
reference save in relation to any patent error or omission
8.5.2 The Tenant may at any reasonable time by prior appointment
with the Lessor but at its own cost inspect the records and
vouchers relating to the amount of the Total Service Costs for
an Accounting Period during the period of one month after the
service of the certificate for that Accounting Period pursuant
to clause 8.4
8.6 In respect of the Accounting Periods current at the date of
this lease and at the end of the Term the Service Charge shall
be apportioned an a daily basis and the provisions of this
clause 8 shall continue to apply after the end of the Term in
respect of the then current Accounting Period
8.7 In no event shall the Service Charge be increased or altered
by reason only that at any relevant time any part of the
Estate intended for letting may be vacant or be occupied by
the Lessor or that any tenant or other occupier of another
part of the Estate may default in payment of his service
charge
8.8 The Tenant shall not be entitled to object to the Service
Charge (or any item comprised in it) or otherwise on any of
the following grounds:-
8.8.1 the inclusion in a subsequent Accounting Period of
any item of expenditure or liability omitted from the
Service Charge for any preceding Accounting Period
8.8.2 an item included at a proper cost might have been
provided or performed at a lower cost or
8.8.3 disagreement with any estimate of future expenditure
for which the Lessor requires to make provision so
long as the Lessor has acted reasonably and in good
faith and in the absence of manifest error or
8.8.4 the manner in which the Lessor exercises its
discretion in providing services so long as the Lessor
acts in good faith and in accordance with the
principles of good estate management or
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8.8.5 the employment of the Managing Agents to carry out and
provide on the Lessor's behalf any of the services or
matters referred to in the Seventh Schedule
8.9 Nothing in this Lease shall oblige the Lessor to incur any of
the items of expenditure referred to in the Seventh Schedule
or to establish and/or maintain any such provision as is
referred to in paragraph 19 of the Seventh Schedule or to
maintain such a provision at any particular level
8.10 All sums received by the Lessor in respect of the provision
referred to in paragraph 19 of the Seventh Schedule shall be
credited to an account separate from the Lessor's own monev
and shall be held by the lessor on trust during the Term for
the persons who from time to time shall be tenants of the
Estate to apply the same and any interest accruing on it for
the purposes set out in the said paragraph 19 and at the
expiry of the Term the fair proportion of any such sums on
expenditure attributable to the Premises shall be paid to the
person who shall then be the tenant of the Premises or if the
Premises shall not then be let such fair proportion shall
belong to the Lessor absolutely
8.11 For the avoidance of doubt any sums in respect of which
recovery may be made pursuant to Clause 5.4 shall be included
in the Total Service Cost and the Service Charge shall be
payable accordingly notwithstanding the prospect of such
recovery
9. The Insurance Contribution the Interim Charge the Service Charge any
interest on any of them and any other sums payable by the Tenant to
the Lessor under the terms of this Lease shall be payable by way of
further rent.
10. The Lessor shall not be liable or responsible for any damage suffered
by the Tenant or anyone connected with it through any defect in under
or upon the Premises except insofar as any such liability is covered
by insurance effected by the Lessor.
11. The Tenant's covenants shall remain in full force both at law and
equity notwithstanding that the lessor shall have waived or released
temporarily ox permanently revocably or irrevocably or
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otherwise a similar covenant or similar covenants affecting any other
part of the Estate or Adjoining Property
12. The Tenant acknowledges that no warranties are given or implied in the
granting of this lease by or on behalf of the Lessor that the use to
which the Tenant proposes to put the Premises nor any alterations or
additions which the Tenant may now or subsequently decide to carry out
will not require planning permission under the Planning Acts.
13. The Tenant acknowledges that this Lease has not been entered into by
it in reliance wholly or partly on any statement or representation
made by or an behalf of the Lessor except for replies in writing given
prior hereto by the Lessor's solicitors to enquiries raised in writing
with them by the Tenant's solicitors.
14. Except where any statutory provision prohibits the Tenant's right to
compensation being reduced or excluded by agreement the Tenant shall
not be entitled to claim from the Lessor on quitting the Premises or
any part thereof any compensation under the 1954 Act.
15. If
15.1 the Tenant gives to the Lessor notice in writing to that
effect such notice to be received by the Lessor not later than
9 months before the Tenant's Break Date (as to which time
shall be of the essence); and
15.2 the Tenant's covenants and the conditions in this Lease shall
in all material respects be observed and performed up to and
including the Tenant's Break Date
then this lease shall determine and the Term shall end on the Tenant's
Break Date but without prejudice to the rights and remedies of the
Lessor in respect of any antecedent breach non-observance or non-
performance of any of the Tenant's covenants or the conditions
contained in this Lease
16. If the Lessor gives to the Tenant not less than six months prior
notice in writing to that effect (as to which time shall be of the
essence) then this lease shall determine and the Term shall end on the
Lessor's Break Date but without prejudice to the rights and remedies
of the Lessor in respect of any antecedent breach non-observance or
non-performance of any of the Tenant's covenants or the conditions
contained in this Lease
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17. The Lessor and the Tenant hereby acknowledge for the avoidance of
doubt that any costs incurred by the lessor in the initial development
of the Estate, the construction and fitting out of the Building and
the Common Parts and the initial provision of the Roadways and the
External Areas and all other initial capital expenditure relating to
the development of the Estate by the Lessor shall not be included in
the Total Service Cost nor any part of the Service Charge payable by
the Tenant.
18.1 In this clause "the Tenant" means Synon Limited and its
successors in title by virtue of a reconstruction or
amalgamation of Synon Limited or any such successor in title
but not its other successors in title
18.2 On or before the signing of this Lease the Tenant has procured
from Midland Bank PLC a guarantee ("the Guarantee") in the
form annexed to this Lease for the purpose of guaranteeing the
payment of the Rent and the performance of the Tenant's
covenants contained in this Lease
18.3 The Tenant hereby further covenants with the Lessor as
follows:-
18.3.1 During the period of 30 days prior to the expiry of
the Guarantee or any guarantee procured by the Tenant
in favour of the Lessor pursuant to this sub-clause
and subject to sub-clause 3.3 hereof the Tenant shall
use reasonable endeavours to obtain a further
guarantee in favour of the lessor from a member of
the committee of London & Scottish Bankers in
substantially the same form as the Guarantee and for
a period of three years and for the same amount as
the guarantee then expiring which it is to replace
PROVIDED ALWAYS that such replacement guarantee can
be obtained at reasonable cost to the Tenant.
18.3.2 If by the date of expiry of the Guarantee or any
other guarantee procured by the Tenant in favour of
the Lessor pursuant to the provisions of sub-clause
18.3.1 the Tenant shall not have complied with its
obligations to procure a further guarantee in favour
of the Lessor or be able to obtain a guarantee at
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reasonable cost to the Tenant it accordance with its
obligations under sub-clause 3.1 the Tenant shall
forthwith deposit with the lessor a sum equal to one
year's rent as due under the lease such sum to be
held by the Lessor under the terms of a Rent Security
Deposit Deed in such form reasonably required by the
Lessor and by which inter alia the Tenant shall
charge the said sum in favour of the Lessor with the
due payments of the rent and the due performance and
observance of the covenants on the part of the Tenant
and the conditions contained in this lease such deed
to be duly executed by the Lessor and the Tenants
18.3.3 If the Tenant proves to the satisfaction of the
Landlord that net profit after tax in each case of
the three financial years ending last of not less
than 3 times the Rent at such date then this
requirement to provide a guarantee shall immediately
cease.
18.3.4 The Tenants shall pay to the lessor forthwith on
demand all reasonable and proper costs incurred by
the Lessor in connection with the procuring of any
such guarantee or in connection with any such rent
security deposit deed
IN WITNESS of which the Parties have executed this Lease
THE FIRST SCHEDULE
(The Premises)
The Premises means that part of the Building specified in the Particulars and
shown edged red on Plan 2 and including (for the purposes of obligation as well
as grant):
1. the floors including the floor boards or other flooring materials the
plinths upon which the same are laid and by which they are supported
and the void between the flooring and the concrete structure beneath
it
2. the doors the windows and the frames and the glass in any of them
3. the internal plaster or plasterboard surfaces of any load bearing wall
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4. the suspended ceiling finishes and the voids above them including the
brackets or other devices by which the same are attached to the
concrete structure
5. one half severed vertically of non load bearing walls dividing the
Premises from other parts of the Building (which walls shall be deemed
to be party walls) and the entirety of any other non-load-bearing
internal walls
6. all Service Conduits which exclusively serve the Premises
7. all the Lessor's fixtures and fittings of every kind which are from
time to time in or upon the Premises whether original or substituted
and all other fixtures except those that can be removed by the Tenant
without damaging or defacing the Premises
8. all additions and improvements to the Premises
but excludes any part of the load bearing structure of the Building (which
includes without prejudice to the generality of the foregoing the roof and
foundations of the Building) other than the internal surfaces thereof
THE SECOND SCHEDULE
(The Granted Rights)
1. The free and uninterrupted passage and running of water soil gas and
electricity telecommunications and other services through all Service
Conduits which are now in on under or running through the Estate and
which serve the Premises
2. The right for all proper purposes in connection with the use of the
Premises to pass and repass
2.1 over and along the Roadways with or without vehicles (but so
that the Tenant and anyone connected with it shall not have
more vehicles on the Estate at any time than the number of the
car parking Spaces); and
2.2 without vehicles over and along the footpaths from time to time
forming part of the External Areas
until such time as they or such parts of then shall be adopted as
public highways
3. The right of support and protection for the benefit of the PremiseS as
is now enjoyed from other parts of the Building
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4. The right to pass and repass over along and through the Common Parts
for all proper purposes in connection with the use of the Premises
5. The right to have the name or trading title of the Tenant affixed on
the communal notice board to be provided by the Lessor in the entrance
hall of the Building in such a position and in such manner as shall be
decided by the Lessor acting reasonably in the interests of good
Estate management
6. The right to use the Car Parking Spaces in such part or parts of the
Estate as the Lessor shall from time to time specify for the parking
of cars and for no other purpose
7. The right to enter the parts of the Building adjoining the Premises
with or without workmen and equipment on no less than five days notice
(save in the case of emergency) in order to comply with the Tenants'
covenants herein contained
8. Subject to the Tenant having obtained all requisite planning
permissions and consents the right until such time as the Lessor shall
provide a communal facility to install an aerial of such size and
design and in such position as shall previously have been approved in
writing by the Lessor such consent not to be unreasonably withheld or
delayed for the reception of television signals from satellites but so
that this right shall immediately cease and determine upon the
installation by the Lessor of an aerial for the use of all Tenants of
the Lessor whereupon the Tenant shall forthwith remove any aerial
erected pursuant to this temporary right
THE THIRD SCHEDULE
(The Reserved Rights)
1. The free and uninterrupted passage and running of water soil gas
telecommunications and other services or supply electricity through
the Service Conduits which may now or in the future be in on under or
running through the Premises and which may serve any other part of the
Estate
2. The right at all times upon giving prior written notice (except in an
emergency) to carry out any works or repairs to or to build alter or
rebuild the Estate or any Adjoining Property in any manner
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and for any purpose notwithstanding any interference with the access of
light or air to the Premises or any temporary interference or
inconvenience with the Granted Rights
3. The right at all reasonable times upon giving to the Tenant not less
than 5 working days notice (except in case of emergency) for the
Lessor and persons authorised by it with or without tools materials
and equipment to enter on the Premises:-
3.1 for any purpose incidental to the provision of the Services
and/or to carry out any works in connection with such provision
3.2 to lay construct renew alter repair and maintain any Service
Conduits in the Building
3.3 to carry out any works or alteration incidental to the building
alteration repair or rebuilding of any part of the Estate
the person exercising such right making good all damage to the Premises
thereby caused
4. The right at all reasonable times to enter upon the Premises for
viewing and inspection and preparation of schedules of disrepair
5. The rights of light air support shelter and protection now or at any
time during the Perpetuity Period enjoyed by the Estate over the
Premises
6. The right to erect and retain scaffolding on or about the Building for
the purpose of works to or cleaning or decoration of the Building
notwithstanding that such scaffolding may temporarily restrict the
access to or enjoyment or use of the Premises
7. At all times all rights easements and the like enjoyed at the date
hereof by the Premises over Adjoining Property other than the Granted
Rights to the intent that S.62 law of Property Act 1925 shall not
apply to this Lease
THE FOURTH SCHEDULE,
(Tenants Covenants)
Rent and Outgoings
1.1 To pay the Rent the Interim Charge the Service Charge and the
Insurance Contribution at the times and in the manner set out in
this Lease without any deduction and if so required by the Lessor
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by standing order to Bankers Credit Transfer or other similar method
specified by the Lessor
1.2 To pay and discharge all rates which are now or may at any time during
the Term be payable charged or assessed on or in respect of the
Premises or on the landlord tenant owner or occupier thereof (or in
the absence of direct assessment on the Premises a fair proportion of
the same as assessed by the Surveyor acting as an expert and not as an
arbitrator) and in every case any value added or other similar tax
payable in respect thereof.
1.3 To pay to the suppliers and to indemnify the Lessor against all
charges for all gas electricity telecommunication and other services
consumed or used on or supplied to the Premises.
1.4 If the Rent the Interim Charge the Service Charge the Insurance
Contribution or any other sum due from the Tenant under the terms of
this Lease or any part of any of them shall at any time be more than
seven days overdue to pay to the Lessor Interest thereon calculated
from the due date for payment until the date of actual payment (both
before and after judgment) PROVIDED THAT nothing in this clause shall
entitle the Tenant to withhold or delay any payment after the date
upon which it first falls due or in any way prejudice affect or
derogate from the rights of the Lessor in relation to the said
non-payment or under the proviso for re-entry.
1.5 To pay and indemnify the Lessor against any value added tax (or any
tax of a similar nature that may be substituted for it or levied in
addition to it) at the rate for the time being in force chargeable in
respect of any rents or other payments to be made by the Tenant to the
Lessor or any person on the Lessor's behalf in connection with or
under any of the provisions of this lease save insofar as any such tax
is recoverable by the Lessor as an input for value added tax purposes,
and, in default of payment, the same shall be recoverable as rent in
arrear PROVIDED that (for the avoidance of doubt) the Lessor shall be
under no obligation to exercise or not exercise any option or right
conferred on it by any enactment so as to reduce or avoid any
liability to value added tax referred to in this clause
RESERVED RIGHTS
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2.l To permit the Lessor and those authorised by him and others so
entitled to exercise the Reserved Rights and not to inhibit or
interfere with the exercise of any of them.
2.2 To permit upon reasonable notice at any time during the Term
prospective purchasers of or agents instructed in connection with the
prospective or actual sale of the Lessor's interest in the Estate to
view the Premises without interruption providing they are authorised
in writing by the Lessor or its agents
REPAIR AND DECORATION
3.l To repair and keep in good and substantial repair and condition the
Premises and to renew and replace from time to time all Lessor's
fixtures and fittings and appurtenances in the Premises which may
become or be beyond repair at any time during or at the end of the
Term (in every case damage by any of the Insured Risks excepted save
where the insurance has been vitiated or payment of the insurance
money refused in whole or in part in consequence of some act or
default on the part of the Tenant or anyone connected with it)
PROVIDED always that the Tenant's obligations shall be suspended while
the Lessor is pursuing any steps under Clause 5.4 hereof
3.2 In every fifth year of the Term and also during the three months
preceding the end of the Term (during the said last three months of
the Term in such colours and patterns as the Lessor may reasonably
require) and using good quality materials to decorate completely in
accordance with then current good practice all the interior parts of
the Premises which have been or ought to be or normally are so
decorated the decoration to be carried out to the reasonable
satisfaction in all respects of the Lessor.
3.3 To clean both sides of all windows and doors of the Premises (other
than the glass in the doors and windows in the external walls) at
least once in every month.
3.4 Within one month (or sooner if appropriate) after the Lessor shall
have given to the Tenant or left on the Premises a notice in writing
specifying any repairs cleaning maintenance or decoration of the
Premises which the Tenant has failed to carry out in breach of the
Tenant's responsibilities under this lease to repair and make good the
same to a good and substantial condition and to the
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reasonable satisfaction of the Lessor or the Surveyor and in case of
default to permit the Lessor and the workmen or agents of the Lessor to
enter the Premises with or without plant equipment and materials and
execute such repairs or other works and all expenses incurred thereby
shall on demand be paid by the Tenant to the Lessor with Interest
COSTS
4.1 To pay all reasonable and proper costs charges and expenses
(including solicitors' costs and architects' and surveyors' fees)
incurred by the Lessor for the purposes of or incidental to the
preparation grant service or enforcement (whether by proceedings or
otherwise) of:-
4.1.1 Any notice under Section 146 or 147 of the Law of Property Act
1925 (as amended) requiring the Tenant to remedy a breach or
any of the Tenant's covenants contained in this lease
notwithstanding forfeiture for such breach shall be avoided
otherwise than by relief granted by the Court.
4.1.2 Any notice to repair or Schedule of Dilapidations accrued
during the Term or accrued at or prior to the end or sooner
determination of the Term whether or not served during the Term
PROVIDED always that the Lessor shall only be entitled to serve
such notice before or within 12 months of the expiration of the
Term and only in relation to matters accrued during the Term
4.1.3 The payment of any arrears of the Rent or any other sum payable
under this Lease or interest payable on any of them.
4.2 To pay the Reasonable and proper costs charges and expenses
(including Solicitors' and Surveyors' fees) incurred by the Lessor in
any application by the Tenant for the Lessor's consent whether such
consent is granted reasonably refused or offered subject to any
reasonable conditions or such application is withdrawn unilaterally by
the Tenant
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4.3 To pay the Lessor's solicitors reasonable and proper costs and
disbursements of and in connection with the preparation and grant of
this Lease together with VAT thereon where applicable
DEALINGS
5.1 Not to assign underlet hold on trust part with possession or
occupation of or share occupation of any part of the Premises (as
distinct from the whole)
5.2 Not to part with possession or occupation (save upon an assignment or
underletting in accordance with clause 5.3 5.4 and 5.5) nor to share
occupation of nor to hold on trust the whole of the Premises.
5.3 Not to assign underlet the whole of the Premises without the Lessor's
prior written consent which shall not be unreasonably withheld or
delayed.
5.4 Not to assign or underlet the whole of the Premises unless on or before
such assignment or underletting:-
5.4.1 the assignee or underlessee has entered into a direct Deed of
Covenant (in a form reasonably specified by the Lessor) with
the Lessor to observe and perform the covenants on the part of
the Lessee and the conditions contained in this Lease except in
the case of an underletting the covenant to pay the Rent; and
5.4.2 in the case of a limited company being the intended assignee or
underlessee either:-
5.4.2.1 at least two persons or one Company approved by the
Lessor (such approval not to be unreasonably
withheld) or delayed shall have joined in the said
Deed of Covenant to covenant with and guarantee to
the Lessor in the terms of the Eighth Schedule; or
5.4.2.2 the intended assignee or underlessee shall have
deposited with the Lessor an amount equal to the Rent
for one year payable at such date or (if higher) the
then open market rent for the Premises for one year
at such date as reasonably estimated by the Lessor
such sum to be held by the Lessor as security for and
to be charged with the due performance and
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observance of the covenants on the part of the Lessee
and the conditions contained in this Lease; or
5.4.2.3 shall have obtained from a clearing bank a guarantee
in favour of the Lessor for an amount equal to the
Rent for twelve months payable at such date
PROVIDED THAT the requirements of this clause 5.4.2 shall not
apply in the case of the proposed assignee or underlessee being
a public limited company
5.4.2.4 with a net profit after tax in each case of the three
financial years ending last before the date of the
application for Licence to Assign or Licence to
Underlet as the case my be of not less than 3 times
the Rent at such date
5.4.2.5 with an issued and paid up non-redeemable share
capital of not less than 15 times the higher of the
Rent payable at such date or the then open market
rent for the Premises for one year at such date as
reasonably estimated by the Lessor
5.5.1 Not to underlet the whole of the Premises other than at a rent
not less than the then open market rental value of the premises
(to be approved by the Lessor such approval not to be
unreasonably withheld or delayed prior to the grant of any such
Underlease such approval not to be unreasonably withheld) or
the rent then reserved and payable under this Lease (whichever
shall be the greater) and without any fine or premium other
than reasonable rent free inducements or reasonable reverse
premiums such rent to be payable in advance by equal
instalments on the Rent Payment Days and to contain the
following provisions
5.5.1.1 provisions for the upwards only review of the rent
thereby reserved on the same basis or
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more frequent basis on which the rent is to be
reviewed in this Lease
5.5.1.2 prohibitions against the Underlessee doing or
allowing any act or thing in relation to the Premises
inconsistent with or in breach of the provisions of
this Lease
5.5.1.3 a condition for forfeiture of the Underlease by the
Underlessor on breach of any covenant by the Under-
lessee and
5.5.1.4 an absolute covenant against further underletting and
the same restrictions on assignment sharing holding
on trust far another parting with or sharing with
another possession or occupation of the premises and
the same provisions for direct covenants and
registration as in this Lease
5.5.2 To enforce the performance and observance by the Underlessee of
the provisions of the Underlease and not at any time either
expressly or by implication to waive any breach of the
covenants or conditions in the Underlease not to vary the terms
or accept a surrender of any Underlease
5.5.3 To procure that the rent is reviewed under the Underlease in
accordance with its terms but not to agree any such reviewed
rent with the Undertenant without the prior written consent of
the Lessor (which consent not to be unreasonably withheld or
delayed) and to procure that if the Lessor so requires the
Lessors representations as to the reviewed rent payable
thereunder are made to any independent person appointed to
determine the same to the reasonable satisfaction of the Lessor
5.6 Within one month after the execution of any assignment transfer charge
or underlease or upon any transmission by reason of a death or
otherwise affecting the Premises or any sharing arrangement pursuant
to clause 5.7 to give notice thereof in duplicate to the Lessor's
solicitors and to produce to and leave with the Lessor's
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solicitors a certified copy of any relevant deed instrument or other
document and to pay to the Lessor or his Solicitor a registration fee
of thirty pounds plus Value Added Tax
5.7 The Tenant may share occupation of the Premises with an associate
company or a company that is from time to time a member of the same
Group as the Tenant within the meaning of Section 42 of the 1954 Act
(but clause 2.6 of this Lease shall not apply in this respect)
PROVIDED THAT
5.7.1 such other company is not entitled to the exclusive use or
occupation of the Premises or any part of it
5.7.2 no estate or interest in land in the Premises is created or
arises in favour of such other ccmpany
5.7.3 on the Tenant and such other company ceasing to be members of
the same said Group such other company shall forthwith vacate
the Premises and such sharing of occupation shall cease
5.7.4 the Tenant gives written notice to the Lessor forthwith upon
the commencement termination or any alteration of any such
sharing of the Premises
5.7.5 the Tenant at all times remains in occupation of the Premises
5.7.6 no relationship of Landlord and Tenant shall be created
ALTERATIONS AND ADDITIONS
6.1 Not to make any alterations or additions to the Premises or the
Service Conduits in the Building nor to commit or any waste spoil or
destruction in or upon the Premises nor to cut damage injure or allow
to be cut damaged or injured any of the roofs walls floors or other
structural parts of the Building or the Service Conduits fixtures or
fittings of the Premises PROVIDED THAT the Tenant may with the
Lessor's prior written consent (such consent not to be unreasonably
withheld or delayed) install or alter internal non-structural
demountable partitioning which the Tenant shall (if so required by the
Lessor) remove at the end of the Term and make good any damage so
caused PROVIDED FURTHER that the Lessor consents to the additional
works which it is carrying out for the Tenant at the Tenant's own cost
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6.2 Save as may be temporarily permitted by Clause 8 of the Second Schedule
not to erect any pole aerial mast dish or other thing (whether in
connection with telegraphic, telephonic, radio or television
communication or otherwise) upon any part of the outside of the
Building
6.3 Not to affix or exhibit to or upon any part of the Premises or in
any window thereof any placard poster advertisement sign or other
notice so as to be visible from outside the Premises save for the
Tenant's nameplate at the entrance to the Premises of such design and
of such dimension as shall previously have been approved by the
Landlord such approval not to be unreasonably withheld or delayed
USE
7.1 Not to carry on upon the Premises any use other than the Permitted Use.
7.2 Not to leave the Premises unoccupied for more than one month without
notifying the Lessor and providing such caretaking or security
arrangements as the Lessor shall reasonably require and the insurers
shall require
7.3 Not to cause anything to be done on the Premises which may be or
become a nuisance or annoyance or cause damage to the Lessor or to the
owners tenants or occupiers of the Estate.
7.4 Not to use the Premises for any noxious noisy or offensive trade or
business nor for any illegal or immoral act or purpose.
7.5 Not to sleep on the Premises and not to use the Premises for
residential purposes nor to keep any animal fish reptile or bird on
the Premises
7.6 Save as hereby permitted as regards educational courses and seminars
not to hold on the Premises any exhibition public meeting public
entertainment or sale by auction.
7.7 In the event of the Premises having been unoccupied for the purposes
of payment of rates and in consequence the Lessor or any subsequent
occupier shall not obtain the maximum statutory relief from payment of
rates then:-
7.7.1 if at that time the relevant authority for rates is empowered
to levy rates on unoccupied property to pay to the Lessor on
demand (in addition to any sum due to the rating authority) a
sum equal to (and indemnify
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the Lessor against) the amount of rates payable after the end
of the Term to the rating authority pursuant to Section 17 of
the General Rate Act 1967 or any other enactment for a period
equal to the relevant period during which the Premises were
unoccupied
7.7.2 to pay to the Lessor on demand (in addition to any sum due to
the rating authority) a sum equal to (and indemnify the Lessor
against) any surcharge on the Premises payable after the end of
the Term Pursuant to Section 17A or 17B of the General Rate Act
1967 or any other enactment for a period equal to the said
relevant period
CONDUCT
8.1 Not to permit to be discharged into the Service Conduits any oil or
grease, or any deleterious, objectionable, dangerous, poisonous or
explosive matter or substance, and to take all reasonable measures to
ensure that effluent discharged into the Service Conduits will not be
corrosive or otherwise harmful to the Service Conduits or cause
obstruction or deposit in them
8.2 Not to unload any goods or materials from vehicles and convey the same
into the Premises except through the approved entrance or entrances
provided for the purpose and not to cause congestion of the External
Areas or inconvenience to any other user of them
8.3 Not to park or leave any vehicles belonging to the Tenant or anyone
connected with it on the Estate Roads or its pavements (other than in
the Car Parking Spaces allotted to the Tenant from time to time)
8.4 Not to place any goods or items outside the Premises or the Building
or obstruct in any way the Common Parts or the External Areas other
than temporarily in the course of delivery to or removal from the
Premises.
8.5 Not to store or bring on the Premises any petrol or other dangerous
inflammable explosive or combustible substance.
8.6 Not to allow rubbish or refuse to accumulate on the Premises the
Common Parts or the External Areas or in the Service Conduits and to
clean thoroughly the Premises and the Service Conduits in the Premises
as often as may be necessary.
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8.7 To observe and conform to all reasonable regulations and restrictions
made by the Lessor:-
8.7.1 for the proper management of the Building or the Estate and
notified in writing by the Lessor to the Tenant from time to
time (Provided that the same shall not unreasonably interfere
with the Tenant's use of the Premises); and
8.7.2 for the management of vehicles and traffic as are displayed on
the Estate from time to time
8.8 To observe and perform the covenants subsisting at the date hereof
(whether restrictive or otherwise) restrictions and stipulations (if
any) to which the Lessor's reversionary interest in the Premises is
subject
MACHINERY AND INSTALLATIONS
9.1 To keep all plant, apparatus and machinery upon the Premises properly
maintained and in good working order, and for that purpose to employ
reputable contractors for the regular periodic inspection and
maintenance of them, to renew all working and other parts as and when
necessary or when recommended by such contractors, to ensure that such
plant, apparatus and machinery is properly operated, and to avoid
damage to the Premises by vibration or otherwise
9.2 Not to erect or install on the Premises any equipment engine or
machinery other than normal office equipment or machinery.
9.3 Not to suspend any weight from nor to load or use the walls ceilings
floors or structure of the Premises in any manner which will cause
strain damage or interference with the structural parts of the
Building and not to have on the Premises any safe or other unusually
heavy item
9.4 Not to overload the electrical system or circuits in the Premises.
STATUTORY MATTERS
10.1 At the Tenant's own expense, to execute all works and provide and
maintain all arrangements upon or in respect of the Premises or the use
to which the Premises are being put that are required (whether by the
lessor, the lessee or the occupier) in order to comply with the
requirements of any
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enactment or competent authority, or court of competent jurisdiction.
10.2 Not to do in or near the Premises any act or thing by reason of which
the lessor may under any enactment incur, have imposed upon it, or
become liable to pay any penalty, damages, compensation, costs, charges
or expenses
10.3 Without prejudice to the generality of the preceding sub-clauses 10.1
and 10.2 to comply in all respects with the provisions of any enactment
applicable to the Premises or in regard to carrying on the trade or
business for the time being carried on by the Tenant on the Premises or
for the health and safety of the Tenant or anyone connected with it
10.4 Upon receipt of any notice order or direction or other communication
from any competent authority likely to affect the Premises or its user
to deliver to the Lessor immediately a copy of the same and if so
reasonably required by the Lessor to take such steps and join with the
lessor in making such representations or appeals in all cases as the
Lessor may consider desirable.
10.5 To give notice to the lessor of any defect in the Premises which might
give rise to an obligation on the Lessor to do or refrain from doing
any act or thing in order to comply with the provisions of this Lease
or the duty of care imposed on the Lessor pursuant to the Defective
Premises Act 1972 or otherwise, and at all times to display and
maintain all notices which the lessor may from time to time reasonably
require to be displayed at the Premises.
PLANNING
11.1 To comply with the provisions and requirements of the Planning Acts
whether as to the Permitted User or otherwise
11.2 Not to make any application for planning permission in relation to the
Premises (without the previous consent of the Lessor such consent not
to be unreasonably withheld or delayed in the case of an application
for change of use) and subject thereto at the expense of the Tenant, to
obtain all planning permissions and to serve all such notices as may be
required
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for the carrying out of any operations or user on the Premises which
may constitute Development,
11.3 Subject only to any enactment to the contrary, to pay and satisfy any
charge or levy that may hereafter be imposed under the Planning Acts in
respect of the carrying out of maintenance of any such operations, or
the commencement or continuance of any such user
11.4 Notwithstanding any consent which may be granted by the Lessor under
this Lease, not to carry out or make any alteration or addition to the
Premises, or any change of use until:
11.4.1 all necessary notices under the Planning Acts have been served
and copies produced to the Lessor, and
11.4.2 all necessary permissions under the Planning Acts have been
obtained and produced to the Lessor, and
11.4.3 the Lessor has acknowledged that every such necessary planning
permission is acceptable to it such acknowledgement not to be
unreasonably withheld or delayed
the Lessor being entitled to refuse to acknowledge that a planning
permission is acceptable to it on the grounds that any condition
contained in it, or anything omitted from it, or the period referred to
in it, would (in the reasonable opinion of the Surveyor acting as an
independent expert and not as an arbitrator) be (or would be likely to
be) prejudicial to the Lessor's interest in the Estate or any Adjoining
Property whether during or after the end of the Term
11.5 Unless the Lessor shall otherwise direct, to carry out and complete
before the end of the Term:
11.5.1 any works stipulated to be carried out to the Premises by a
date subsequent to the end of the Term as a condition of any
planning permission granted for any Development begun by the
Tenant before the end of the Term, and
11.5.2 any Development begun by the Tenant upon the Premises in
respect of which the Lessor shall be or become liable for any
charge or levy under the Planning Acts
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11.6 In any case where a planning permission is granted subject to
conditions, and if the Lessor reasonably so requires, to provide
security for the compliance with such conditions, and not to implement
the planning permission until such security has been provided.
11.7 If reasonably required by the Lessor, but at the cost of the Tenant,
to appeal against any refusal of planning permission or the imposition
of any conditions on a planning permissicn relating to the Premises
resulting from an application by the Tenant
11.8 If the Tenant shall carry out any Development or carry out permit or
consent to any act matter or thing giving rise to a charge or fiscal
liability on the Lessor the Tenant will pay and indemnify the Lessor
against all liability for any tax, levy, charge or other fiscal
imposition of whatsoever nature (including interest on overdue tax and
penalties for failure to give appropriate notices and information)
under any enactment for which the Lessor shall he liable as a result
of such Development, act, matter or thing and shall on demand repay to
the lessor the amount of the tax, levy, charge or fiscal imposition
11.9 The Tenant under the provisions of the preceding covenants shall be
excluded from any liability of any kind in relation to the original
construction of the Premises
END OF THE TERM
12.1 To permit the Lessor (provided the Lessor has served a proper notice
determining this Lease and the Tenant has not served a notice
indicating its desire to take a new lease) during the period
commencing six months prior to the end of the Term to affix and retain
without interference upon any part of the Premises a notice for
reletting the Premises but so that such notice shall not obstruct the
Tenant's existing rights of light or air and during such period to
permit persons with authority from the Lessor or its Agents at all
reasonable times to view the Premises.
12.2 At the end of the Term to yield up the Premises (but not trade
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and other tenant's fixtures and fittings as shall belong to the Tenant
Provided that the Tenant shall make good to the reasonable
satisfaction of the Lessor all damage to the Premises resulting from
their removal) in good and substantial repair and condition and in
accordance with the Tenant's covenants in this lease and to deliver to
the Lessor all the keys to the Premises and all entry access cards,
identity cards and other security devices relating to the Premises or
the Estate.
INFORMATION
13.1 To ensure that at all times the Lessor and the local police force have
written notice of the name, home address and home telephone number of
at least two keyholders of the Premises.
13.2 On request to produce to the Lessor or the Surveyor all plans,
documents and other evidence as the Lessor may reasonably require in
order to satisfy itself that the provisions of this Lease have been
complied with.
13.3 Whenever during the Term called upon so to do, to furnish to the
lessor, in writing the information envisaged in section 40(1) of the
1954 Act within one calendar month of request by the Lessor
INDEMNITY
14. To indemnify and keep indemnified fully the Lessor against any claims
proceedings damages demands costs and expenses incurred by the Lessor
arising directly or indirectly:-
14.1 any act or omission however caused or occurring in or upon the
Premises (other than for death or personal injury arising from
the negligence of the lessor or its employees)
14.2 relating to or arising from any breach non observance or non
performance by the Tenant of any of its covenants or the
conditions or other provisions of this Lease
14.3 from damage occasioned to the Estate or to any person caused
directly or indirectly by any act default or negligence of the
Tenant anyone connected with it
EASEMENTS
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15. Not to do anything by which the right of light or air to or belonging
to the Premises may be endangered or interfered with or lost and in
the event of any other person or persons doing any act or thing
whereby such right of light or air to the Premises is endangered
interfered with or lost forthwith to notify the Lessor and to permit
the Lessor to take such action at law or otherwise as may seem
necessary to it in the name of the Tenant (PROVIDED ALWAYS that the
consent of the Tenant to the use of its name be first obtained such
consent not to be unreasonably withheld or delayed) either alone or
jointly with the Lessor for the protection of their interests in the
Premises.
THE FIFTH SCHEDULE.
(Rent Review)
1. In this Schedule "the open market rent" means the rent at which the
Premises might be expected to be let at the Review Date on the
following assumption on that date (whether or not facts):-
1.1 that the Premises are available to let on the open market
without a fine or premium with vacant possession by a willing
landlord to a willing tenant for a term commencing on and from
the Relevant Review Date of 10 years or (if longer) the residue
then unexpired of the Term
1.2 that the letting is to be of the Premises as a whole on the
same terms and conditions as are contained in this Lease (other
than as to the amount of the Rent but including the provisions
for rent review and excluding clause 16 of this lease and
paragraph 1.13 of this Schedule) and without payment of any
fine or premium
1.3 that the Premises are fit for and fitted out and equipped for
immediate occupation and use as required by the hypothetical
tenant to enable him immediately to occupy and use the Premises
for the Permitted Use (or such other use as the Lessor may
allow or may have allowed on or before the Review Date)
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1.4 that all of the works set out in the General specification have
all been carried out to the Premises by the Lessor at its own
expense
1.5 that the Premises may lawfully be used for the Permitted Use as
varied or extended by any licence granted to this Lease
1.6 that the Tenant has complied with all its covenants and
obligations under this Lease
1.7 that if the Premises or the Estate or any amenity belonging to
either of them shall have been damaged or destroyed the same
had before the Review Date been fully repaired and reinstated
1.8 that no works have been carried out to the Premises by the
Tenant or its predecessors in title which would diminish the
rental value of the Premises
1.9 that no reduction is to be made to take account of any rent
free period or other rental concession which on a new letting
an the open market might be granted to the incoming tenant
1.10 that if any of the Additional Works would have been carried out
for the purpose described in paragraph 1.3 they had already
been carried out
but disregarding (if applicable)
1.11.1 Any goodwill attributable to the Premises by reason of any
trade or business carried on therein by the Tenant its
predecessors in title or any undertenant; and
1.11.2 Any effect on rent of any improvements to the Premises (to
which the Lessor shall have given consent) carried out
otherwise than in pursuance of an obligation to the Lessor or
its predecessors in title by the Tenant its undertenants or
their respective predecessors in title during the Term; and
1.11.3 Any effect on rent or the fact that the Tenant its predecessors
in title or any undertenant may have been in occupation of the
Premises
1.12 any effect on rent of the Additional Works (but subject to the
assumption set out in paragraph 1.10 above)
1.13 the fact (if a fact) that the Tenant is not registered for
purpose of value added tax
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2. The Reviewed Rent payable during the period commencing on a Review
Date and ending on the next Review Date or the termination of this
Lease (as the case may be) shall be the greater of:-
2.1 The Rent payable under this Lease immediately prior to the
Review Date upon which the period commences; and
2.2 The Open Market Rent at that Review Date
3. If the Lessor and the Tenant have not agreed on the Open Market Rent
by the Review Date then the determination of the Open Market Rent may
at any time after that Review Date be referred by either party to an
independent chartered surveyor of not less than ten years
qualification having practical experience and knowledge of commercial
rentals in West London postal districts ("the valuer") who shall act
as an expert and not as an arbitrator the valuer to be appointed (in
the event of the Lessor and the Tenant failing to agree on the
appointee) on the application of either party by or on behalf of the
President for the time being of the Royal Institution of Chartered
Surveyors
4. The fees and expenses of the valuer including the cost of his
nomination shall be borne by the Lessor and/or the Tenant as
determined by the valuer. The lessor and Tenant shall otherwise bear
their own costs
5. The valuer shall afford the lessor and the Tenant an opportunity to
make representations to him and in arriving at his determination the
valuer shall consider all representations and evidence submitted by or
on behalf of the Parties and in such determination he shall state that
all such representations and evidence shall have been taken into
account
6. If the valuer shall die delay or become unwilling, unfit or incapable
of acting or if for any other reason the President for the time being
of the Royal Institution of Chartered Surveyors or the person acting
on his behalf shall in his absolute discretion think fit he may on the
application of either party by writing discharge the valuer and
appoint another in his place
7. If the Reviewed Rent payable on and from any Review Date has not been
agreed by that Review Date rent shall continue to be payable at the
rate previously payable and forthwith upon the Reviewed Rent being
ascertained the Tenant shall pay to the Lessor any shortfall
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between the rent and the Reviewed Rent payable up to and on the
preceding Rent Payment Date together with Interest at the rate
referred to in Clause 1.33 less 4% on any shortfall on a day to day
basis from the Review Date to the date of actual payment of any such
shortfall. For the purposes of this clause the Reviewed Rent shall be
deemed to have been ascertained on the date when it is agreed between
the parties or (as the case may be) the date of notification of the
determination by the valuer
8. If either the Lessor or the Tenant shall fail to pay the appropriate
amount of the fees and expenses of the valuer as determined by him
within fourteen days of the same being demanded by the valuer, the
other shall be entitled to pay the same and the amount so paid shall
be repaid by the party chargeable on demand
9. If at any Review Date there shall be in force any enactment which
shall restrict curtail or modify the effect or operation of the
provisions of this Schedule then the Lessor shall in addition to the
review herein provided for on each occasion such enactment or any part
thereof is removed relaxed or modified be entitled on giving not less
than one month's notice in writing expiring after such removal
relaxation or modification to introduce a special review date which
shall be the date of expiration of such notice and the rent from such
special review date if any shall be determined in accordance with the
provisions of this Schedule mutatis mutandis
10. Immediately after agreement or determination of the Reviewed Rent a
memorandum as to its amount shall forthwith be signed by the Lessor
and the Tenant and a note thereof endorsed on this Lease.
THE SIXTH SCHEDULE
The Services
1. Maintaining repairing cleaning resurfacing relaying overhauling
draining and emptying and (where reasonably necessary or reasonably
desirable) rebuilding reconstructing altering and renewing:-
1.1 the structure and exterior of the Building including (without
limitation) its foundations and roofs
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1.2 those parts of the Building not let or intended to be let and
all Service Conduits apparatus plant machinery and equipment
within those parts
1.3 the Service Conduits in on or serving the Estate (except those
that are within and solely serving the Premises or any other
part of the Estate that is let or intended for letting) the
use of or benefit from which is or may be common to the
Building and any other part of the Estate
1.4 the External Areas (save for such part or parts of them as
shall from time to time become maintainable at public expense)
and all apparatus plant machinery and equipment on them
1.5 the Car Park and all apparatus plant machinery and equipment
in it provided by the Lessor which relates to the Car Park
save for any such rebuilding and reconstructing altering and
renewing caused by or arising out of any inherent or latent
defect
2. As often as is reasonably necessary decorating the exterior of the
Building
3. As often as is reasonably necessary providing and maintaining plants
shrubs trees garden or grassed areas in the External Areas and keeping
the same planted tended and free from weeds and any grass cut
4. As often as is reasonably necessary cleaning the exterior of all
windows and window frames in the outside walls of the Building
5. As often as is reasonably necessary collecting and disposing of refuse
from the collection points on the Estate allocated by the Lessor from
time to time and the provision repair maintenance and treatment
renewal of plant and equipment for the collection treament packaging
or disposal of refuse
6. Provision of security personnel and/or security facilities and
equipment on the Estate for the adequate security of the Estate
THE SEVENTH SCHEDULE
Additional items of Expenditure
1. The reasonable and proper fees and disbursements (and any value added
tax thereon) of the Surveyor or the Accountant the Managing Agent and
any other person employed or retained for or in
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connection with the management of the Estate or the provision of any
of the Services or of any of the matters referred to in this Schedule.
2. The reasonable fees of the Lessor or a Group Company for the
management of the Estate or in connection with the provision of the
Services or any of the matters referred to in this Schedule that shall
be undertaken by the Lessor or a Group Company
3. The cost of employing (whether by the Lessor a Group Company the
Managing Agent or any other individual firm or company) such staff for
the provision of the Services matters referred to in this Schedule and
all other incidental expenditure in relation to such employment
including but without limitation
3.1 insurance, pension and welfare contributions transport
facilities and benefits in kind the provision of uniforms
working clothing vehicles, tools, appliances, cleaning and
other materials, fixtures, fittings and other equipment for
the proper performance of their duties; and
3.2 a notional rent (not exceeding current market rent such rent
to be determined by the Surveyor acting as an expert and not
as an arbitrator) for any office or rest accommodation
provided on the Estate for the proper performance of such a
person's duties
4. The cost of and of entering into any contracts for the carrying out of
all or any of the Services or any of the matters referred to in this
Schedule
5. All existing and future rates payable in respect of the Estate
(excluding those imposed specifically on the Premises or on any other
part of the Estate that is let or intended for letting) or upon
residential or other accommodation for caretakers engineers and other
staff employed in connection with the Estate
6. The cost of the supply of electricity gas oil or other fuel for
provision of the Services and for all purposes in connection with the
Estate
7. The amount which the Lessor shall pay or be called upon to pay as a
contribution towards the expanse of making, repairing, maintaining
rebuilding and cleansing any ways roads pavements or structures
service conduits party fences walls or anything which may belong to
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or be used for the Estate or exclusively or in common with other
premises near or adjoining the Estate
8. The reasonable and proper costs charges and expenses of preparing and
supplying to the tenants copies of any regulations made by the Lessor
relating to the Estate or its use
9. The reasonable and proper costs of taking all steps deemed desirable
or expedient by the lessor for complying with, making representations
against, or otherwise contesting the incidence of the provisions of
any proposed regulation, byelaw notice, legislation, order or
statutory requirements concerning town planning, public health,
highways, streets, drainage or other matters relating or alleged to
relate to the Estate or any part of it for which any tenant is not
directly liable
10. The reasonable and proper cost of abating a nuisance in respect of the
Estate in so far as the same is not the liability of any individual
tenant
11. The payment of all reasonable and proper legal charges incurred by
the Lessor:-
11.1 in the running and management of the Estate and in the
enforcement of the covenants conditions and regulations
contained in the leases granted of the Estate; or
11.2 in making such applications and representations and taking
such action as the lessor shall reasonably think necessary in
respect of any notice order regulation or bye-law or proposal
for any such thing in respect of the Estate
12. The reasonable and proper costs of provision of security facilities and
equipment and security personnel for the Estate
13. The reasonable and proper costs of any valuation or revaluation of the
Estate for insurance purposes and of making and pursuing any claim
under the Policy
14. The reasonable and proper costs of or resulting from the
discontinuance of any of the Services or the matters mentioned in this
Schedule
15. The reasonable and proper costs of controlling and regulating traffic
on the Estate
16. The reasonable and proper costs incurred in making and pursuing any
claim against any third party reimbursement payment or cancellation
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of any amount which forms or would form part of the Total Service Cost
17. The costs incurred in connection with such other services and matters
for the benefit of the Tenant or the other tenants of the Estate and
the carrying out of such other repairs and improvements works and
additions and the defraying of such other costs (including the
modernisation or replacement of plant and machinery) as the Lessor
shall reasonably consider appropriate or otherwise desirable in the
general interests of the Estate of the tenants or any of then
18. Any facility fees, interest or other financing costs properly incurred
in connection with any sums borrowed by or on behalf of the Lessor for
the purpose of meeting expenditure on any of the Services or any of
the matters referred to in this Schedule
19. Such provision (if any) for anticipated expenditure in respect of any
of the Services or any of the matters referred to in this Schedule as
the Lessor may in its absolute discretion consider appropriate in
respect of
19.1 periodically recurring items (whether regularly or irregularly
recurring)
19.2 renewal or replacement
20. The costs of installation connection rental maintenance and repair of
any communal aerial for the reception of television signals from
satellites
THE EIGHTH SCHEDULE
(Guarantor Covenant)
1. If at any time during the Term the Tenant shall make any default in
payment of the rents or in observing or performing any of the
covenants, conditions or other terms of this Lease the Guarantor will
pay the rents and observe or perform the covenants, conditions or
other terms in respect of which the Tenant shall be in default
notwithstanding
1.1 any time or indulgence granted by the Lessor to the Tenant,
any neglect or forbearance of the Lessor in enforcing the
payment of rent or the observance or performance of the
Tenant's covenants or any refusal by the lessor to accept rent
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tendered by or an behalf of the Tenant at a time when the
lessor was entitled (or would after the service of a notice
under Section 146 of the Law of Property Act 1925 have been
entitled) to re-enter the Premises
1.2 the agreement or determination of the Reviewed Rent or that
the terms of this lease may have been varied by agreement
between the parties
1.3 that the Tenant shall have surrendered part of the Premises,
in which event the liability of the Guarantor hereunder shall
continue in respect of the Part of the Premises not so
surrendered after making any necessary apportionments under
Section 140 of the Law of Property Act 1925, and
1.4 any other act or thing whereby but for this provision the
Guarantor would have been released
2. If this lease shall be disclaimed or be forfeited then in any such
event if the Lessor within three months of any such disclaimer or
forfeiture by notice in writing so requires the Guarantor shall
forthwith after service of such notice accept as tenant a new lease of
the Premises for a term equivalent to the residue which if there had
been no disclaimer or forfeiture would have remained of the Term at the
same Rent as shall be payable under this lease immediately prior to
such disclaimer or forfeiture (with provision for review of rent at the
times and in the manner contained in this Lease) and subject to the
same covenants provisos and conditions on the part of the Lessor and
the Tenant and the other terms as are contained in this Lease the said
new lease and the rights and liabilities under it to take effect as
from the date of such disclaimer or forfeiture and in any such case the
Guarantor shall pay the Lessor's costs of and accept such new lease
accordingly and will execute and deliver to the Lessor a counterpart
thereof
THE COMMON SEAL of the Lessor was )
affixed hereto in the presence of:)
Director /s/ Signature Illegible
Director/Secretary /s/ Signature Illegible
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77 - 85 FULHAM PALACE ROAD LONDON W6
SITE PLAN
[Graphic depiction of
site plan omitted]
131
77 - 85 FULHAM PALACE ROAD LONDON W6
BLOCK A THIRD FLOOR PLAN
[Graphic depiction of
floor plan omitted]
132
R E N T R E V I E W M E M O R A N D U M
-------------------------------------------
DATED: 1994
THE LANDLORD: DANBUILD INVESTMENTS (UK) LIMITED
whose registered office is at
124-130 Seymour Place
London W.1
THE TENANT: SYNON EUROPE LIMITED
principal place of business in UK
(by assignment) 91 St Pauls Road
Islington
London N.1.
By this Memorandum the Landlord and the Tenant desire to record the By this
fact that pursuant to and in accordance with the Lease particulars whereof
appear below the Rent has been reviewed and the parties have agreed that from
and including the 1st day of July 1994 the Rent shall remain at TWO HUNDRED AND
NINETY SEVEN THOUSAND THREE HUNDRED AND SEVENTY FIVE POUNDS (pounds 297,375.00)
per annum subject to further review in accordance with the provisions of the
Lease
THE LEASE
DATE PARTIES PROPERTY TERM
- ---- ------- -------- ----
01-09-1989 THE LANDLORD (1) 3RD FLOOR OFFICES 25 YEARS
ELSINORE HOUSE FROM
SYNON LIMITED (2) 77 FULHAM PALACE 01-07-1989
ROAD
LONDON W.6
[SIG] [SIG]
- --------------------------------- ------------------------------
Signed for and on behalf of Signed for and on behalf of
the Tenant the Landlord
133
R E N T R E V I E W M E M O R A N D U M
-----------------------------------------
DATED:
THE LANDLORD: DANBUILD INVESTMENTS (UK) LIMITED
whose registered office is at
124-130 Seymour Place
London W.1
THE TENANT: SYNON EUROPE LIMITED
principal place of business in UK
(by assignment) 91 St Pauls Road
Islington
London N.1.
By this Memorandum the Landlord and the Tenant desire to record the fact that
pursuant to and in accordance with the Lease particulars whereof appear below
the Rent has been reviewed and the parties have agreed that from and including
the 1st day of July 1994 the Rent shall remain at TWO HUNDRED AND NINETY SEVEN
THOUSAND THREE HUNDRED AND SEVENTY FIVE POUNDS (pounds 297,375.00) per annum
subject to further review in accordance with the provisions of the Lease
THE LEASE
DATE PARTIES PROPERTY TERM
- ---- ------- -------- ----
01-09-1989 THE LANDLORD (1) 3RD FLOOR OFFICES 25 YEARS
ELSINORE HOUSE FROM
SYNON LIMITED (2) 77 FULHAM PALACE 01-07-1989
ROAD
LONDON W.6
[SIG] [SIG]
- --------------------------------- ------------------------------
Signed for and on behalf of Signed for and on behalf of
the Tenant the Landlord
134
DATED 3/8/95 199
- -------------------------------------------------------------------------------
(1) ZAMBON (UK) LIMITED
(2) SYNON EUROPE LIMITED
==========================================
DEED OF VARIATION
RELATING TO
UNIT 5 AND PART UNIT 6 ELSINORE HOUSE
77-85 FULHAM PALACE ROAD LONDON W6
==========================================
OLSWANG
90 Long Acre
London WC2E 9TT
Tel:0171-208 8888
Fax:0171-208 8800
Ref:SXU/S3959-69
135
DEED OF VARIATION made the day of 199
1. PARTICULARS
1.1 THE LANDLORD: Zambon (UK) Limited whose registered office is at
Elsinore House 77 Fulham Palace Road London W6
1.2 THE TENANT: Synon Europe Limited whose registered office is at 91 St.
Paul's Road London N1 2YU
1.3 THE LEASE: An Under-lease dated the 8th day of March 1995 made between
the Landlord (1) and the Tenant (2).
1.4 THE PREMISES: Unit 5 and part of Unit 6 Elsinore House 77-85 Fulham
Palace Road London W6 more particularly described in the Lease.
1.5 THE TERM: Three years from the 1st day of March 1994.
1.6 THE HEADLEASE: A Lease dated 29th October 1992 made between the
Superior Landlord (1) and the Landlord (2).
1.7 THE SUPERIOR LANDLORD: Danbuild Investments (UK) Limited who
registered office is c/o Bright Grahame Murray 124-130 Seymour Place
London WlH 6AA.
2. DEFINITIONS AND INTERPRETATION
In this Deed:
2.1 The word and expressions in Clause I shall have the meanings specified.
2
136
2.2 "The Landlord" includes the person in whom the reversion immediately
expectant on the determination of the Term is for the time being
vested.
2.3 "The Tenant" includes its successors in title.
2.4 If the Landlord or the Tenant is at any time more than one person its
obligations shall be joint and several obligations of such persons.
2.5 "The Lease" includes all or any deeds and documents supplemental to the
Lease whether or not expressed to be so.
2.6 Words importing one gender import any other gender words importing the
singular import the plural and vice versa and any reference to a
person includes a reference to a company authority board department or
other body.
2.7 The clause headings shall not be taken into account for the purposes of
its construction or interpretation.
3. RECITALS
3.1 This deed is supplemental to the Lease by which the Premises were
demised for the Term subject to the payment of the rents reserved by
and the observance and performance of the covenants on the lessee's
part and the conditions contained in the Lease.
3.2 The reversion immediately expectant on the determination of the Term
is vested in the Landlord and the unexpired residue of the Term is
vested in the Tenant
3.3 The Landlord and the Tenant have agreed that the Lease shall be
extended so that the term expires on 31st January 1998 and varied to
the intent that from me doe hereof the Lease shall be read and
construed as if the variations set out in the Schedule hereto had
originally been contained in the Lease.
3
137
3.4 The covenants and conditions contained in the Lease (save as varied by
this Deed) shall continue in full force and effect.
3.5 The Landlord and the Tenant acknowledge that this Deed represents the
grant of a new lease of the Premises and it is hereby agreed between
the Landlord and the Tenant (having been authorised to do so by an
Order of the Mayor's and City of London Court made on the day
of 1996 under the provisions of Section 38(4) of the Landlord
and Tenant Act 1954 (as amended by Section 5 of the Law of Property Act
1969) that the provisions of Sections of 24 to 28 inclusive of the
Landlord and Tenant Act 1954 shall be excluded in relation to this
Deed.
3.6 The Tenant covenants to pay the Landlord's solicitor's reasonable fees
and disbursements of pounds 600.00 and the Superior Landlord's
Solicitor's reasonable fees and disbursements of pounds 675.00 and the
Superior Landlord's mortgagee's solicitor's reasonable fees and
disbursements of pounds 75.00 (if charged) and the registration fee of
pounds 25.00 payable pursuant to the Headlease for the registration of
this Deed (including value added tax in all cases save in
circumstances where such value added tax can be reclaimed from H M
Customs and Excise) in connection with the negotiation preparation
completion and registration of the Deed and the consent required under
the terms of the Headlease from the Superior Landlord and the
mortgagee of the Superior Landlord.
IN WITNESS whereof the parties hereto have executed and delivered this Deed the
day and year first before written.
4
138
SCHEDULE
In the Particulars (as defined in the Lease) the definition of the Term shall
be revised so that the words "From the Rent commencement date for a period of
three (3) years" are deleted and replaced by the words "From the Rent
commencement date for a period expiring on 31st January 1998"
Clause 12 of the Lease is deleted.
The Common Seal of Zambon (UK) Limited
was hereunto affixed in the presence of:-
Director
/s/ Signature Illegible
Director/Secretary
/s/ Signature Illegible
The Common Seal of Synon Europe Limited
was hereunto affixed in the presence of:-
Director
[SEAL OF SYNON] Secretary [SEAL OF ZAMBON]
/s/ VICTOR BHALLA
5
139
DATED 1996
----------------------------------------------
DANBUILD INVESTMENTS (U.K.) LIMITED
- and -
ZAMBON (UK) Limited
- and -
ZAMBON GROUP SpA
- and -
SYNON EUROPE Limited
--------------------------------
LICENCE TO UNDERLET
- of -
Units 5 & 6 Block A
Elsinore House
77-85 Fulham Palace Road
London W6
--------------------------------
Mishcon de Reya
21 Southampton Row
London WC1B 5HS
Ref: DPS
MISHCON DE REYA Solicitors
21 Southampton Row, London WC1B 5HS
Tel: +44(0)171-405 3711 Fax: +44(0)171-404 5982 DX 37954 Kingsway
Internet: postmaster@mishcon.co.uk
140
LICENCE TO UNDERLET
DATE: 1996
THIS LICENCE is made between (1) the Lessor (2) the Tenant (3) the Tenant's
Guarantor and (4) the Sub-Tenant named in the Particulars below.
PARTICULARS
The Lessor: DANBUILD INVESTMENTS (U.K.) LIMITED whose
registered office is 124-130 Seymour Place
London W1H 6AA
The Tenant: ZAMBON (UK) LIMITED whose registered office is
at Elsinore House 77 Fulham Palace Road London
W6
The Tenant's Guarantor: ZAMBON GROUP SpA of Via Lillode Duca 10 -
20091 Bresso Milan Italy
The Sub-Tenant: SYNON EUROPE LIMITED whose principle place of
business in the United Kingdom is at 91 St
Paul's Road London N1 2YU
The Premises: Unit 5 and Unit 6 within Block A (Elsinore
House) 77-85 Fulham Palace Road, London W6
comprised in and demised by the Lease
The Lease: Dated 29th October 1992
Between: (1) the Lessor
(2) Zambon (UK) Limited
The Term of the Lease: 25 years from 1st January 1990 subject to the
provisions of the Lease for earlier
determination
The Underlease: A lease dated the 8th March 1995 made between
the Tenant (1) and the Sub-Tenant (2)
The Deed of Variation: Means a deed of variation in the form of the
draft deed of variation annexed hereto
The Property to be sublet: The whole of Unit 5 and the second floor only
of Unit 6 shown edged red on the plans
attached to the Underlease being part of the
Premises
The Guarantee: The Deed of Guarantee dated 29th October 1992
between the Lessor (1) the Tenant (2) and the
Tenant's Guarantor(3)
-1-
141
A. RECITALS
1. By the Lease the Premises were demised for the Term subject to the
rents and to the covenants agreements conditions and other matters
contained by the Lease.
2. The Lease provides that the Tenant shall not:
2.1 underlet any part of the Premises without the Lessor's prior
written consent; nor
2.2 underlet any part of the Premises save for a Permitted Part as
defined in the Lease; nor
2.3 underlet the whole or a Permitted Part of the Premises at a
rent less than the open market rental value of the Premises
(or in the case of a Permitted part pro rata) or the rent then
reserved and payable under the Lease (whichever should be the
greater) nor
2.4 underlet the whole or a Permitted Part of the Premises without
including provisions in the Underlease for the upwards only
review of the rent thereby reserved and on the basis and on
the dates on which the rent is to be reviewed in this Lease
nor
2.5 underlet the whole or a Permitted Part of the Premises unless
stipulation relating to the provision of guarantors or a bank
guarantee or a rent deposit have been complied with nor
2.6 underlet the whole or a Permitted Part of the Premises without
an absolute covenant against further underletting and the same
restrictions on assignment sharing holding on trust for
another parting with or sharing with another possession or
occupation of the Premises
3. Notwithstanding the provisions of the Lease the Tenant has requested
the Lessor to grant consent to an underletting of the Property to be
sub-let not being a Permitted Part and at a rent which is below the
- 2 -
142
Rent reserved by the Lease and without provisions relating to rent
review and without provisions relating to guarantors, rent deposit or
bank guarantee and without an absolute covenant against further
underletting or assignment which the Lessor has agreed to do on the
terms and conditions set out in this Licence.
4. The Lessor the Tenant and the Sub-Tenant have agreed that the
Underlease should be extended so that the term of the Underlease
expires on 31st January 1998 and that Clause 12 of the Underlease is
deleted.
B. OPERATIVE PROVISIONS
1. In this Licence unless the context otherwise requires:
1.1 The expressions in the first column of the Particulars shall
have the meanings given to them in the second column of the
Particulars.
1.2 The singular shall include the plural and the masculine shall
include the feminine and neuter.
1.3 Where the Tenant and/or Sub-Tenant comprises more than one
person the obligations on the part of the Tenant and
Sub-Tenant shall be join and several.
2. The Lessor hereby grants to the Tenant Licence to sub-let the Property
to be sub-let upon the terms and conditions set out in the Underlease
as varied by the Deed of Variation and for the avoidance of doubt but
for the purpose only of this Licence the Lessor hereby waives the
provisions of the Lease referred to in the Recitals of this Licence
3. The Tenant hereby covenants with the Lessor:
3.1 not without the Lessor's consent in writing at any time either
expressly or by implication to waive the covenants and
conditions to be contained in the Underlease as varied by the
Deed of Variation or any of them so far as possible and to
enforce the
- 3 -
143
said covenants and conditions upon any breach of any of the
said covenants or conditions to re-enter on the Property to be
sublet; and
3.2 that forthwith upon the expiry of the term granted by the
Underlease as varied by the Deed of Variation or upon the
earlier termination thereof, the Tenant will immediately
recover possession of the Property to be sub-let thereby
demised; and
3.3 not to accept a surrender of the Underlease as varied by the
Deed of Variation without the prior consent in writing of the
Lessor such consent not to be unreasonably withheld or
delayed; and
3.4 to give notice to the Lessor's solicitors of completion of the
Underlease as varied by the Deed of Variation and to pay their
registration fee of pounds 25 plus VAT in that connection and
to supply a certified copy of the completed Deed of Variation
with such notice.
4. The Sub-Tenant hereby covenants with the Lessor:
4.1 to observe and perform the covenants on the part of the Tenant
contained in the Lease (other than the covenant therein to pay
rent and other outgoings) insofar as the same affect or relate
to the Property to be sub-let; and
4.2 to observe and perform the covenants on its part contained in
the Underlease as varied by the Deed of Variation insofar as
the same affect or relate to the Lessor.
5. It is hereby agreed and declared that the condition for re-entry
contained in the Lease shall be exercisable on breach of any of the
covenants contained herein as well as upon the happening of any of the
events mentioned in the said condition contained in the Lease.
6. This Licence shall not permit any further or other underletting or
parting with possession of the Premises or any part thereof and nor
- 4 -
144
shall it otherwise prejudice or affect any of the covenants or
conditions contained in the Lease save that the sub-tenant may share
possession of the Property to be sub-let with a company being a member
of the same Group of Companies as is more particularly set out in the
Underlease.
7. This Licence is conditional upon the Deed of Variation being completed
and registered with the Lessor's solicitors within three months of the
date hereof.
8. As the Deed of Variation represents the grant of a new underlease this
Licence is conditional upon the Tenant and the Sub-Tenant first
obtaining an Order of the County Court excluding the provisions of
Section 24 to 28 Landlord and Tenant Act 1954 in relation to the Deed
of Variation and unless and until such Court Order shall have been
obtained and supplied to the Lessor this Licence shall have no effect.
9. The Guarantee shall remain in full force and effect which the Tenant's
Guarantor now confirms and the Tenant's Guarantor consents to the
terms of this Deed and the Deed of Variation.
10. It is agreed and declared that the rent payable pursuant to the
Underlease as varied by the Deed of Variation shall not be allowable
as evidence of comparable open market rent for the purpose of Rent
Review as set out in the Fifth Schedule to the Lease or for evidence
of comparable open market rent in respect of any other premises
occupied by the Tenant or the Sub-Tenant anywhere on the Estate.
THE COMMON SEAL of ZAMBON )
(UK) LIMITED was affixed to )
this Deed in the presence of:)
Director
Secretary
- 5 -
145
EXECUTED as a Deed on behalf )
of ZAMBON GROUP SpA )
Director
Secretary
THE COMMON SEAL of SYNON )
EUROPE LIMITED was affixed to )
this Deed in the presence of: )
[SEAL OF SYNON]
Director
Secretary /s/ VICTOR BHALLA
- 6 -
146
[SYNON LETTERHEAD]
1st December 1995
Mr S. Unwin,
Oslwang,
90, Long Acre,
London WC2E 9TT
SUBJECT TO CONTRACT
Dear Stephen.
UNIT 5 & 6, ELSINORE HOUSE
Further to our telephone conversation today I am writing to confirm that we
wish you to act on our behalf concerning the deed of variation for Unit 5 & 6
Elsinore House.
Bailey, Shaw and Gillett have confirmed to me that they have the original
documentation which they have promised to forward to me as soon as possible.
I am enclosing a letter from Bruce Gallie of Danbuild (owners of Elsinore House)
acting on behalf of Zambon detailing the terms and conditions of the proposed
variation.
Details:
Original Term 1/1/94 to 28/2/97 extension to 31/1/98 providing we do not
exercise our break clause in March 1996. Rental and all other terms to remain as
per our existing agreement.
Should you have any queries regarding this matter please do not hesitate to
contact me on 0171-226-5164. Thank you.
Yours sincerely,
/s/ LOUISE MARCHANT
- -------------------------
Louise Marchant
Facilities Manager
cc. Bruce Gallie-Danbuild
147
[DANBUILD LETTERHEAD]
Ms Louise Marchant
SYNON LTD
91 St Pauls Road
London
N1 2YU
SUBJECT TO CONTRACT
Our reference Date
LM\RBG.sm.Ll9 20 November 1995
\letters\synon
Dear Louise
RE: UNIT 5, SECOND FLOOR UNIT 6
Further to our various discussions I confirm that Zambon have agreed in
principle to a variation of your lease for Unit 5 and 6 on the following terms:
l. Synon relinquish the right to break their lease as provided for in the
current lease contract, in March 1996.
2. Synon indemnify Zambon against any costs incurred in the extension. As
I explained I can only foresee this including legal costs of
documentation.
3. In return for the above Zambon will agree to an extension of your
existing lease, to expire on 31st January 1998. Rental and all other
terms will remain as per the existing agreement.
Please confirm your agreement to the above at which point I will instruct
solicitors.
Yours sincerely
/s/ Bruce Gallie
- -------------------
Bruce Gallie
cc ext: Leo Derieuw, Zambon
148
[BAILEYS SHAW & GILLETT LETTERHEAD]
V. Bhalla, Esq.,
Synon Europe Ltd.
91 St. Paul's Road
London N1 2YU
25 October 1994 Our Ref: AJHS.4744.210.8
Your Ref:
Dear Mr. Bhalla,
RE: SYNON/ZAMBON
I refer to our telephone conversation of Monday this week. Your company is in
possession of the Premises pursuant to an Agreement for Lease. As I mentioned
I received various documents in relation to the completion of this matter which
require attention. I enclose the following:-
1. The engrossment of a Counterpart Underlease. This should be sealed by
your Company and witnessed where shown on page 21 and returned to me
undated. I have corrected the spelling of your Company's name in
manuscript.
2. The Counterpart Licence for Alteration. This needs to be sealed on
page 6 by the Sub-Tenant. You will note in this case and the case
above that of course it will have to be witnessed by two Directors or
the Director and the Company Secretary.
3. Engrossment of the Licence to Underlet (somewhat modest engrossment
but rather than delay it further I suggest we accept it). This should
be pleased sealed and witnessed where shown with a yellow sticker.
Again I have corrected your corporate name. Please date and return
this to me at your earliest convenience.
If you have any questions or queries, or if I can help in any way, then please
do not hesitate to let me know. There is one outstanding Licence for
Alterations, which I am pressing Danbuild's solicitors on.
I look forward to hearing further from you.
Yours Sincerely,
/s/ ANDREW SHAW
- -------------------
Andrew Shaw
149
Dated 1994
Zambon (UK) Limited
and
Synon Europe Ltd
COUNTERPART
U N D E R L E A S E
of
Unit 5 and Part of Unit 6 Elsinore House
77-85 Fulham Palace Road London W.6
Sharpe Pritchard
Elizabeth House
Fulwood Place
London WC1V 6HG
150
1
THIS UNDERLEASE is made BETWEEN (1) the Landlord and (2) The Tenant referred to
in the following particulars
Date
PARTICULARS
The Landlord: ZAMBON (UK) LIMITED whose registered office is
at Elsinore House 77 Fulham Palace Road London
W.6
The Tenant: SYNON EUROPE LTD whose registered office is at
91 Paul's Road London Nl 2YU
The Building: Block A (Elsinore House) 77-85 Fulham Palace
Road London W.6 shown edged brown on Plan 1
The Premises: Unit 5 shown for identification purposes only
edged red on Plans 2a 2b and 2c and as further
defined in the First Schedule and the second
floor being part of Unit 6 shown for
identification purposes only edged blue on
Plan 2c and as further defined in the First
Schedule
The Term: From the Rent commencement Date for a period
of three (3) years
The Rent Commencement Date:
The Rent: Forty thousand nine hundred and ten pounds
(pounds 40,910.00) per annum exclusive of
V.A.T.
The Permitted Use: As offices
The Car Parking Spaces: One (1) car parking space (referred to in the
Second Schedule)
DEFINITIONS
IN THIS LEASE unless the context otherwise requires:
1.1. The expressions in the first column of the Particulars shall have the
meanings given to them in the second
151
2
column of the Particulars and the Particulars form part of this
Underlease
1.2. "the Headlease" means the superior lease under which the Landlord holds
the Premises together with other property made the Twenty-ninth day of
October 1992 between (1) Danbuild Investments (UK) Limited ("the
Superior Landlord") and (2) the Landlord for a term of twenty-five (25)
years from the twenty-seventh day of December 1992
1.3 "the Landlord" includes the person for the time being entitled to the
reversion immediately expectant on the Term and any superior landlord
l.4. "the Tenant" includes the successors in title of the Tenant
1.5. "the Tenant or anyone connected with it" means any of the Tenant its
employees agents licensees invitees and anyone else on the Estate
expressly or impliedly with the authority of the Tenant
l.6. "the Rent Payment Days" means lst January 1st April lst July and 1st
October
1.7. "the Granted Rights" means the rights set out in the Second Schedule
1.8. "the Reserved Rights" means the rights set out in the Third Schedule
1.9. "the Estate" means the property known as 77-85 Fulham Palace Road
London W.6 being the land comprised in the freehold title mentioned
above shown edged green on Plan 1 and the buildings from time to time
on it
152
3
1.10. "the Car Park" means the car part in the basement of Blocks B and C
(being the buildings on the parts of the Estate shown for the purpose
of identification only edged blue and purple respectively on Plan 1)
and including the entrances driveways access ramps roadways and other
areas in or ancillary to it
l.ll. "the Roadways" means the roads from time to time on the Estate
including the entrances driveways access ramps and roadways forming
part of the Car Park
l.l2. "the External Areas" means the Roadways and the forecourts landscaped
areas and other external areas on the Estate from time to time and the
boundary walls and fences of the Estate
l.l3. "the Common Parts" means the entrance halls landings staircases
corridors and other parts of the Building the use of which is or may be
common to the Tenant and the occupiers of any other part of the
Building
l.l4. "Adjoining Property" means any neighbouring or adjoining land or
property in which the Superior Landlord has now or at any time during
the Term shall have acquired a freehold or leasehold interest
1.15. "Insured Risk" means as defined in the Headlease
1.l6. "the Services" means as defined in the Headlease
l.l7. "the Managing Agent" means any person or firm appointed by or acting
for the Superior Landlord from time to time (including an employee of
the Superior Landlord or a Group Company) to collect the rents and to
manage the Estate
153
4
l.l8. "Accounting Period" means a year commencing on the lst January or such
other date and/or period as the Superior Landlord shall from time to
time reasonably decide
1.19. "the Service Conduits" means pipes wires cables sewers drains gutters
flues other conducting media and any items similar to any of them and
all valves chambers covers fixings and similar items ancillary to any
of them
l.20. "the Planning Acts" means the Town and country Planning Acts 1971 to
1990 and any Regulations or Orders made under the authority of any such
Act
1.21. "enactment" means any statute Statutory Instrument order of byelaw
issued by any competent authority for the time being and from time to
time in force and any rule regulation scheme plan or direction issued
under or deriving authority from any of them
1.22. "interest" means interest during the period from the date on which the
payment is due to the date of payment (both before and after any
judgment) at Four percent (4%) above the base rate from time to time of
Royal Bank of Scotland Plc or such other clearing bank as the Landlord
may from time to time nominate
l.23. "the 1954 Act" means the Landlord and Tenant Act 1954
1.24. "Group Company" means a company that is from time to time a member of
the same Group as the Landlord or Tenant as the case may be within the
meaning of Section 42 of the 1954 Act
154
5
1.25. References to "the last year of the Term" include the last year of the
Term if the same shall determine otherwise than by effluxion of time
and to "the end of the Term" include such sooner determination of the
Term
1.26 "the Premises" and "the Estate" include any part of the Premises and
any part of the Estate respectively
1.27. "the parties" or "party" shall mean the Landlord and/or the Tenant
1.28. "Development" has the meaning given by Section 22 of the town and
country Planning Act 1971
1.29. "act or default" means act default negligence or omission
1.30. "rates" means general water and other rates taxes charges community
charge assessments impositions or whatever nature but shall not include
any tax payable as a direct result of any dealings by the Superior
Landlord with its reversionary interest in the Estate and/or the
building and/or the Premises or any Income Tax or Corporation Tax
payable by the Landlord or Superior Landlord on any rents under this
Underlease or any other lease or licence of whatsoever nature on the
Estate
1.31. "planning permission" means any of planning permission listed building
consent conservation area consent and any other permission or consent
under the Planning Acts
INTERPRETATION
155
6
2. In this Lease:-
2.l. Any obligation in this Underlease not to do an act or thing shall be
deemed to include an obligation not to permit or suffer that act or
thing to be done
2.2. The singular shall include the plural and the masculine shall include
the feminine and neuter
2.3. Where the Tenant comprises more than one person the covenants on the
part of such party shall be joint and several
2.4. References to any right of the Landlord to have access to the Premises
shall be construed as extending to all persons authorised by the
Landlord (including agents professional advisers contractors workmen
and others)
2.5. References to any right of the Tenant shall be construed as extending
to all persons authorised by the Tenant (including authorised
undertenants agents professional advisers contractors workmen servants
and others)
2.6. Reference to any right exercisable by the Landlord or any right
exercisable by the Tenant in common with the Landlord shall be
construed as including (where appropriate) the exercise of such right:-
2.6.1 by the Superior Landlord and all persons authorised by the
Superior Landlord and:
2.6.2 in common with all other persons having a like right
2.7. Any reference to a specific statute includes any
156
7
statutory extension or modification or re-enactment of such statute and
any regulations or orders made under it (except in the case of the
definitions of "the 1954 Act" and "Group Company")
2.8. The paragraph headings do not form part of this Underlease and shall
not be taken into account in its construction or interpretation
2.9. References to Clauses or Schedules are to Clauses or Schedules in this
Underlease and references in a Schedule to Clauses are to Clauses in
that Schedule
DEMISE
3. The Landlord demises to the Tenant for the Term the Premises:-
3.1 together (in common with the Landlord and all others authorised by
it or otherwise entitled) with the Granted Rights (but subject to
temporary interruption for repair alterations replacement or other
works); but
3.2. excepting and reserving to the Landlord and all others authorised
by it or otherwise entitled the Reserved Rights; and
3.3. the Tenant paying to the Landlord by way of rent without any
deductions whatsoever the Rent which shall be paid by equal
quarterly payments in advance on the Rent Payment Days the first
payment being made on the execution of this Underlease in respect
of the period from the Rent Commencement Date to the next
following Rent Payment Date and by way of further rent payable
157
8
on demand in respect of Unit 5 amounts equal to 100% and in
respect of Unit 6 amounts equal to 34.4% of the Insurance
Contribution the Service Charge and the Interim Charge (as such
terms are defined in the Headlease) paid from time to time by the
Landlord pursuant to the terms of the Headlease
TENANT'S COVENANTS
4. The Tenant covenants with the Landlord to observe and perform the
covenants and obligations contained in the Fourth Schedule
LANDLORD'S COVENANTS
5. Subject to and conditionally upon the Tenant paying the Rent the
Insurance Contribution the Service Charge and the Interim Charge and
all other moneys payable under this Underlease and performing and
observing the covenants on the part of the Tenant and the conditions
and agreements contained in this Underlease The Landlord covenants
with the Tenant as follows:-
5.1. To permit the Tenant peaceably to hold and enjoy the Premises
during the Term without any lawful interruption by the Landlord or
any person claiming under or in trust for the Landlord
5.2. To pay the rents reserved by the Headlease
5.3. On the request of the Tenant to use all reasonable endeavours to
enforce the covenants on the part of the Superior Landlord
contained in the Headlease
FORFEITURE
6. If:-
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6.l. the Rent or any part shall at any time be unpaid for twenty-one
(21) days after becoming payable (whether formally demanded or
not); or
6.2. any other sum due from the Tenant under the terms of this
Underlease shall at any time be unpaid for twenty-one (21) days
after the later of demand and becoming payable; or
6.3. any of the Tenant's covenants or obligations in this Underlease
shall not be performed or observed; or
6.4. in relation to the Tenant:-
6.4.1. a proposal is made for a voluntary arrangement pursuant to
Part I Insolvency Act 1986; or
6.4.2. a petition is reasonably and properly presented for an
administration order pursuant to Part II of that Act; or
6.4.3. a petition is reasonably and properly presented pursuant to
Part IV of that Act or a resolution reasonably and properly
proposed for winding-up in either case whether compulsory or
voluntary or a meeting is convened or a resolution is proposed
for the purchase redemption or reduction of any part of the
issued share capital of the Tenant (whether or not to comply
with S.142 Companies Act 1985) (except in any such case for
reconstruction or amalgamation not involving or arising out of
insolvency); or
6.4.4. a receiver is appointed of the whole or any part of its assets
or undertaking (whether or not an
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10
administrative receiver as defined in S.29(2) of the
Insolvency Act 1986)
6.5. the Tenant shall make a composition with creditors
6.6. any distress or execution is levied on any of the Tenant's goods
or property (and in every case if the Tenant is more than one
person if any of the said matters shall occur in relation to any
one of them) then and in any such case the Landlord may at any
time thereafter re-enter upon the Premises in the name of the
whole and thereupon this demise shall absolutely determine but
without prejudice to the right of action of the Landlord in
respect of any antecedent breach (including if applicable that in
relation to which the Underlease is forfeited) of the Tenant's
covenants or the conditions contained in this Underlease
7. The Landlord shall not be liable or responsible for any damage
suffered by the Tenant or anyone connected with it through any defect
in under or upon the Premises except insofar as any such liability
arises under any of the provisions of this Underlease or is covered by
insurance effected by the Superior Landlord
8. The Tenant's covenants shall remain in full force both at law and
equity notwithstanding that the Superior Landlord shall have waived or
released temporarily or permanently revocably or irrevocably or
otherwise a similar covenant or similar covenants affecting any other
part of the Estate or Adjoining Property
9. The Tenant acknowledges that no warranties are given or
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implied in the granting of this Underlease by or on behalf of the
Landlord that the use to which the Tenant proposes to put the Premises
nor any alterations or additions which the Tenant may now or
subsequently decide to carry out will not require planning permission
under the Planning Acts
10. The Tenant acknowledges that this Underlease has not been entered into
by it in reliance wholly or partly on any statement or representation
made by or on behalf of the Landlord except for replies in writing
given prior hereto by the Landlord's solicitors or the Landlord to
enquiries raised in writing with them by the Tenant's solicitors
11. Except where any statutory provision prohibits the Tenant's right to
compensation being reduced or excluded by agreement the Tenant shall
not be entitled to claim from the Landlord on quitting the Premises or
any part thereof any compensation under the 1954 Act
12. The Tenant can terminate this Underlease on the 29th February 1996 by
giving the Landlord at least three months prior written notice but
without prejudice to the rights and remedies of either party in
respect of any antecedent breach non-observance or non-performance of
any of the covenants or conditions contained in this Underlease
13. Any notice of any description whether statutory or in accordance with
the terms of this Underlease to be given or made to the Landlord will
only be validly given or made if sent to and received by the
Landlord's solicitors from time to time
14. It is hereby agreed between the Landlord and the Tenant
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(having been authorised to do so by an Order of the Central London
County Court made on the 17th August 1994 under the provisions of
Section 38(4) of the Landlord and Tenant Act 1954 as amended by
Section 5 of the Law of Property Act 1969) that the provisions of
Sections 24 to 28 inclusive of the Landlord and Tenant Act 1954 shall
be excluded in relation to this Underlease
IN WITNESS of which the Parties have executed this Underlease
THE FIRST SCHEDULE
(The Premises)
The Premises means those parts of the Building specified in the Particulars and
shown edged red on Plans 2a 2b and 2c and shown edged blue on Plan 2c including
(for the purposes of obligation as well as grant);-
l. the floors including the floor boards or other flooring materials the
plinths upon which the same are laid and by which they are supported
and the void between the flooring and the concrete structure beneath
it
2. the doors the windows and the frames and the glass in any of them
3. the internal plaster or plasterboard surfaces of any loadbearing wall
4. the suspended ceiling finishes and the voids above them including the
brackets or other devices by which the same are attached to the
concrete structure
5. one half severed vertically of non load-bearing walls dividing the
Premises from other parts of the Building
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(which walls shall be deemed to be party walls) and the entirety of any
other non load-bearing internal walls
6. all Service Conduits which exclusively serve the Premises
7. all the Landlord's or Superior Landlord's fixtures and fittings of
every kind which are from time to time in or upon the Premises whether
original or substituted and all other fixtures except those that can
be removed by the Tenant without damaging or defacing the Premises
8. all additions and improvements to the Premises but excluding any part
of the load-bearing structure of the Building (which includes without
prejudice to the generality of the foregoing the roof and foundations
of the Building) other than the internal surfaces thereof
THE SECOND SCHEDULE
(The Granted Rights)
1. The free and uninterrupted passage and running of water soil gas and
electricity telecommunications and other services through all Service
conduits which are now or are at any other time during the Term in on
under or running through the Estate and which serve or are capable of
serving the Premises
2. The right for all proper purposes in connection with the use of the
Premises to pass and repass:-
2.l. over and along the roadways with or without vehicles (but so
that the Tenant and anyone connected with it shall not have
more vehicles on the Estate at any time than the number of Car
Parking Spaces to which the Tenant may be entitled by reason
of the provisions of
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this Underlease and any further space or spaces to which the
Tenant may be entitled from time to time by reason of any
licence from the Landlord); and
2.2. without vehicles over and along the footpaths and forecourts
from time to time forming part of the External Areas until such
time as they or such parts of them shall be adopted as public
highways
3. The right of support shelter and protection for the benefit of the
Premises as is now enjoyed from other parts of the Building
4. The right to pass and re-pass over along and through the Common Parts
for all proper purposes in connection with the use of the Premises
5. The right to have the name or trading title of the Tenant affixed on
the communal notice board to be provided by the Superior Landlord in
the entrance hall of the building in such a position and in such
manner as shall be decided by the Landlord and/or the Superior
Landlord and to retain a sign bearing the name of the Tenant installed
or constructed at or closely proximate to the main entrance to the
Premises
6. The right to use the Car Parking Space in such part or parts of the
Estate as the Superior Landlord shall from time to time specify for
the parking of cars and for no other purpose
7. The right to enter the parts of the Building adjoining the Premises
with or without workmen and equipment on no less
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than five (5) days' notice (save in the case of emergency) in order to
comply with the Tenant's covenants herein contained
8. Subject to the Tenant first having obtained all requisite planning
permissions and consents the right until such time as the Superior
Landlord shall provide a communal facility to install an aerial
satellite dish or the like of such size and design and in such
position as shall previously have been approved in writing by the
Superior Landlord for inter alia the reception of television signals
from satellites but so that this right shall immediately cease and
determine upon the installation by the Superior Landlord of an aerial
for the use of all Lessees whereupon the Tenant shall forthwith remove
any aerial erected pursuant to this temporary right
9. The right in common with all others duly authorised by the Lessor and
subject to all administrative regulations (including if applicable the
payment of any reasonable fees for the use of them imposed in
connection with the use of them upon all users by the Superior
Landlord or the Managing Agent from time to time) to use the Squash
Courts in the Basement of Block B
THE THIRD SCHEDULE
(The Reserved Rights)
1. The free and uninterrupted passage and running of water soil gas
telecommunications and other services or supply electricity through
the Service Conduits which may now or in the future be in on under or
running through the
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Premises and which may serve any other part of the Estate
2. The right at all times to carry out any works or repairs to or to
build alter or rebuild the Estate or any Adjoining Property in any
manner and for any purpose notwithstanding any interference with the
access of light or air to the Premises or any temporary interference
or inconvenience with the Granted Rights provided that any such
interruption is kept to a minimum and/or as little inconvenience as is
reasonably practicable is caused to the Tenant and any damage caused
to the Premises is made good
3. The right at all reasonable times upon giving to the Tenant not less
than five (5) working days' notice (except in case of emergency) for
the Landlord and persons authorised by it with or without tools
materials and equipment to enter on the Premises:-
3.1. for any purpose incidental to the provision of the Services
and/or to carry out any works reasonably necessary in
connection with such provision
3.2. to lay construct renew alter repair and maintain any Service
conduits in the building
3.3. to carry out any works or alteration incidental to the
building alteration repair or rebuilding of any part of the
Estate the person exercising such right causing as little
inconvenience as reasonably practicable making good all damage
to the Premises thereby caused
4. The right at all reasonable times on reasonable prior written notice
to enter upon the Premises for viewing and
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inspection and preparation of schedules of disrepair
5. The rights of light air support shelter and protection now or at any
time during the Term enjoyed by the Estate over the Premises subject
as provided in paragraph 4 of the Second Schedule
6. The right to erect and retain scaffolding on a temporary basis on or
about the building for the purposes of works to or cleaning or
decoration of the Building notwithstanding that such scaffolding may
temporarily restrict the access to or enjoyment or use of the Premises
7. At all times all rights easements and the like enjoyed at the date
hereof by the Premises over Adjoining Property other than the Granted
Rights to the intent that S.62 Law of Property At 1925 shall not apply
to this Lease
THE FOURTH SCHEDULE
(Tenant's Covenants)
RENT AND OUTGOINGS
1.1 To observe and perform the covenants and conditions on the
part of the Lessee contained in the Headlease so far as they
relate to the Premises but except in so far as the Landlord
expressly covenants in this Underlease to observe and perform
the same and to indemnity the Landlord from and against any
actions proceedings claims damages costs expenses or losses
arising from any breach or non-observance or non-performance
of such covenants and conditions
1.2 To observe and perform the covenants and conditions as to
repair and decoration on the part of the Lessee
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contained in the Headlease so far as they relate to the
Premises but except in so far as the Landlord expressly
covenants to observe and perform the same and to indemnity the
Landlord from and against any actions proceedings claims
damages costs expenses or losses arising from any breach or
non-observance or non-performance of such covenants and
conditions both during and at the determination of the Term
1.3. To permit the Landlord and all persons authorised by the
Landlord (including agents professional advisers contractors
workmen and others) upon reasonable notice (except in the case
of emergency) to enter upon the Premises for any purpose that
is in the opinion of the Landlord necessary to enable it to
comply with the covenants on its part and the conditions
contained in the Headlease
2. To pay the Landlord on demand by way of further rent amounts in
respect of Unit 5 equal to 100% and in respect of Unit 6 amounts equal
to 34.4% of the Insurance Contribution the Service Charge and the
Interim charge (as such terms are defined in the Headlease) paid from
time to time by the Landlord pursuant to the terms of the Headlease
3. To observe the covenants terms and conditions and obligations set out
in the Annex hereto save where such terms and conditions are deleted
in black and initialled by the parties' solicitors and for the
avoidance of doubt Lessor shall mean Landlord and Lease shall mean
Underlease wherever these terms occur in the Annex
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4. Not to assign underlet charge hold on trust part with possession or
occupation of or share occupation of the whole or any part of the
Premises save the Tenant may share occupation of the Premises with an
associate company or a company that is from time to time a member of
the same group as the Tenant PROVIDED THAT
4.1. such other company is not entitled to the exclusive use or
occupation of the Premises or any part of it
4.2. no rent or other payment is made by such other company for such
sharing of occupation
4.3. no estate or interest in land in the Premises is created or
arises in favour of such other company
4.4 on the Tenant and such other company ceasing to be members of
the same said group such other company shall forthwith vacate
the Premises and such sharing of occupation shall cease
4.5. the Tenant gives written notice to the Landlord forthwith upon
the commencement termination or any alteration of any such
sharing of the Premises
4.6 the Tenant at all times remains in occupation of the Premises
5.1. Not to do or omit anything that could cause any policy of
insurance relating to the Premises or the Estate to become
void or voidable wholly or in part nor (unless the Tenant
shall have previously notified the Landlord and Superior
Landlord and have agreed to pay the increased premium)
anything by which additional insurance premiums may become
payable
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5.2. To keep the Premises supplied with such fire fighting
equipment as the insurers or the fire authority may require
and to maintain the same to their satisfaction
5.3. Not to store or bring on to the Premises any article substance
or liquid of a specially combustible inflammable or explosive
nature and to comply with the requirements and recommendations
of the fire authority and/or the insurers and the reasonable
requirements of the Landlord and Superior Landlord as to fire
precautions relating to the Premises
5.4. Not to obstruct the access to any fire equipment or the means
of escape from the Premises
5.5. To give notice to the Landlord and Superior Landlord
immediately any event occurs which might affect the Policy
5.6. If the Estate is damaged or destroyed either
5.6.l. by an Insured Risk and the insurance money under the
Policy is by reason of any act or omission of the
tenant or anyone connected with it wholly or
particularly irrecoverable; or:
5.6.2. as a result of the act or omission of the Tenant or
anyone connected with the Tenant
to pay to the Landlord on demand with Interest the amount of
such insurance money so irrecoverable
5.7. Forthwith to inform the Landlord and Superior Landlord in
writing of any conviction judgment or finding of any court or
Tribunal relating to the Tenant (or any director or other
officer or major shareholder of the
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Tenant) of such nature as to be likely to affect the decision
of any insurer or underwriter to grant or to continue any
insurance of or relating to the Estate
5.8. If at any time the Tenant shall be entitled to the benefit of
any insurance on the Premises (which is not effected or
maintained in pursuance of any obligation contained in this
Underlease) to apply all monies received by virtue of such
insurance in making good the loss or damage in respect of
which it shall have been received
5.9. To permit the Landlord to enter the Premises where it is
required by any enactment to obtain a fire certificate for the
Premises
THE COMMON SEAL of SYNON )
EUROPE Ltd was hereunto )
affixed in the presence of:- )
Director /s/ D.C. MOORE
Secretary /s/ [SIGNATURE ILLEGIBLE]
[SEAL]
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ANNEX
RENT AND OUTGOINGS
1.1 To pay the Rent the Interim Charge the Service Charge and the
Insurance Contribution at the times and in the manner set out in this
Lease without any deduction and if so required by the Lessor by
standing order to Bankers Credit Transfer or other similar method
specified by the Lessor
1.2 To pay and discharge all rates which are now or may at any time during
the Term be payable charged or assessed on or in respect of the
Premises or on the landlord tenant owner or occupier thereof (or in
the absence of direct assessment on the Premises a fair proportion of
the same as assessed by the Surveyor acting as an independent expert
and not as an arbitrator) and in every case any value added or other
similar tax payable in respect thereof
1.3 To pay to the suppliers and to indemnify the Lessor against all
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charges for all gas electricity telecommunication and other services
consumed or used on or supplied to the Premises
1.4 If the Rent the Interim Charge the Service Charge the Insurance
Contribution or any other sum due from the Tenant under the terms of
this Lease or any part of any of them shall at any time be more than
fourteen days overdue to pay to the Lessor Interest thereon calculated
from the due date for payment until the date of actual payment (both
before and after judgment) PROVIDED THAT nothing in this clause shall
entitle the Tenant to withhold or delay any payment after the date
upon which it first falls due or in any way prejudice affect or
derogate from the rights of the Lessor in relation to the said
non-payment or under the proviso for re-entry
1.5 In relation to Value Added Tax (or any tax of a similar nature that may
be substituted for it or levied in addition to it) ("VAT"):-
1.5.1 to pay to the Lessor VAT at the rate for the time being in
force chargeable on or in respect of the rents or any other
payments to be made by the Tenant to the Lessor or any person
on the Lessor's behalf in connection with or under any of the
provisions of this Lease; and
1.5.2 to pay and indemnify the Lessor against any VAT payable by or
on behalf of the Lessor in connection with or under any of the
provisions of this Lease save insofar as any such VAT is
recoverable by the Lessor as an input for Value Added Tax
purposes
and in default of such payment or indemnity the same shall be recoverable by
the Lessor from the Tenant as rent in arrear
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PROVIDED THAT (for the avoidance of doubt) the Lessor shall be under no
obligation to exercise the election to waive exemption from Value Added Tax
pursuant to paragraph 2 of Schedule 6(a) of the Value Added Tax Act 1983 or any
other option or right conferred on the Lessor by any enactment which would or
might reduce or avoid any liability to VAT
RESERVED RIGHTS
2.1 To permit the Lessor and those authorised by him and others so
entitled to exercise the Reserved Rights and not to inhibit or
interfere with the exercise of any of them
2.2 To permit upon prior appointment being made with the Lessee reasonable
notice at any time during the Term prospective purchasers of or agents
instructed in connection with the prospective or actual sale of the
Lessor's interest in the Estate to view the Premises without
interruption providing they are authorised in writing by the Lessor or
its agents
REPAIR AND DECORATION
3.1 To repair and keep in good and substantial repair and condition the
Premises and to renew and replace from time to time all Lessor's
fixtures and fittings and appurtenances in the Premises which may
become or be beyond repair at any time during or at the end of the
Term (in every case damage by any of the Insured Risks excepted save
where the insurance has been vitiated or payment of the insurance
money refused in whole or in part in consequence of some act or
default on the part of the Tenant or anyone connected with it)
3.2 During the three months
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preceding the end of the Term (during the said last three months of
the Term in such colours and patterns as the Lessor may reasonably
require) and using good quality materials to decorate completely in
accordance with then current good practice all the interior parts of
the Premises which have been or ought to be or normally are so
decorated the decoration to be carried out to the reasonable
satisfaction in all respects of the Lessor
3.3 To clean both sides of all windows and doors of the Premises (other
than the glass in the doors and windows in the external walls) at
least once in every month
3.4 Within one month (or sooner if appropriate) after the Lessor shall
have given to the Tenant or left on the Premises a notice in writing
specifying any repairs cleaning maintenance or decoration of the
Premises which the Tenant has failed to carry out in breach of the
Tenant's responsibilities under this Lease to commence and thereafter
diligently proceed to repair and make good the same to a good and
substantial condition and to the reasonable satisfaction of the Lessor
or the Surveyor and in case of default to permit the Lessor and the
workmen or agents of the Lessor to enter the Premises with or without
plant equipment and materials and execute such repairs or other works
and all reasonable expenses properly incurred thereby shall on demand
be paid by the Tenant to the Lessor with Interest
COSTS
4.1 To pay all reasonable and proper costs charges and expenses (including
solicitors' costs and architects' and surveyors' fees) reasonably and
properly incurred by the Lessor for the purposes of or incidental to
the preparation grant service or enforcement
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(whether by proceedings or otherwise) of:-
4.1.1 Any notice under Section 146 or 147 of the Law of Property Act 1925
(as amended) requiring the Tenant to remedy a breach of any of the
Tenant's covenants contained in this Lease notwithstanding forfeiture
for such breach shall be avoided otherwise than by relief granted by
the Court
4.1.2 Any notice to repair or Schedule of Dilapidations accrued
during the Term or accrued at or prior to the end or sooner
determination of the Term whether or not served during the
Term
4.1.3 The payment of any arrears of the Rent or any other sum
payable under this Lease or interest payable on any of them
4.2 To pay the reasonable and proper costs charges and expenses (including
Solicitors' and Surveyors' fees) reasonably and properly incurred by
the Lessor in any application by the Tenant for the Lessor's consent
whether such consent is granted properly refused or offered subject to
any appropriate conditions or such application is withdrawn save
nothing in this clause shall be taken to mean a fee payable to the
Lessor for the consent itself
[5.1 through 5.7.6 deleted]
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ALTERATIONS AND ADDITIONS
6.1 Not to make any alterations or additions to the Premises or the Service
Conduits in the Building nor to commit any waste spoil or destruction
in or upon the Premises nor to cut damage injure or allow to be cut
damaged or injured any of the roofs walls floors or other structural
parts of the Building or the Service Conduits fixtures or fittings of
the Premises PROVIDED THAT the Tenant may with the Lessor's prior
written consent (such consent not to be unreasonably withheld or
delayed) install or alter internal non-structural demountable
partitioning which the Tenant shall (if so required by the Lessor)
remove at the end of the Term and make good any damage so caused
6.2 Save as may be temporarily permitted by Clause 8 of the Second
Schedule not to erect any pole aerial mast dish or other thing
(whether in connection with telegraphic, telephonic, radio or
television communication or otherwise) upon any part of the outside of
the Building
6.3 Not to affix or exhibit to or upon any part of the Premises or in any
window thereof any placard poster advertisement sign or other notice
so as to be visible from outside the Premises save for the Tenant's
nameplate at the entrance to the Premises of such design and of such
dimension as shall previously have been approved by
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the Landlord such approval not to be unreasonably withheld or delayed
USE
7.1 Not to carry on upon the Premises any use other than the Permitted Use
7.2 Not to leave the Premises unoccupied for more than one month without
notifying the Lessor and providing such caretaking or security
arrangements as the Lessor shall reasonably require and the insurers
shall require
7.3 Not to cause anything to be done on the Premises which may be or
become a nuisance or annoyance or cause damage to the Lessor or to the
owners tenants or occupiers of the Estate
7.4 Not to use the Premises for any noxious noisy or offensive trade or
business nor for any illegal or immoral act or purpose
7.5 Not to permit any person to sleep on the Premises and not to use the
Premises for residential purposes nor to keep any animal fish reptile
or bird on the Premises
7.6 Not to hold on the Premises any exhibition public meeting public
entertainment or sale by auction
7.7 In the event of the Premises having been unoccupied for the purposes
of payment of rates and in consequence the Lessor or any subsequent
occupier shall not obtain the maximum statutory relief from payment of
rates then:-
7.8.1 if at that time the relevant authority for rates is
empowered to levy rates on unoccupied property to pay
to the Lessor on demand (in addition to any sum due
to the rating authority) a sum equal to (and
indemnify the Lessor against) the amount of rates
payable after the
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end of the Term to the rating authority pursuant to
Section 17 of the General Rate Act 1967 or any other
enactment for a period equal to the relevant period
during which the Premises were unoccupied
7.8.2 to pay to the Lessor on demand (in addition to any
sum due to the rating authority) a sum equal to (and
indemnify the Lessor against) any surcharge on the
Premises payable after the end of the Term pursuant
to Section 17A or 17B of the General Rate Act 1967 or
any other enactment for a period equal to the said
relevant period
CONDUCT
8.1 Not to permit to be discharged into the Service Conduits any oil or
grease, or any deleterious, objectionable, dangerous, poisonous or
explosive matter or substance, and to take all reasonable measures to
ensure that effluent discharged into the Service Conduits will not be
corrosive or otherwise harmful to the Service Conduits or cause
obstruction or deposit in them
8.2 Not to unload any goods or materials from vehicles and convey the same
into the Premises except through the approved entrance or entrances
provided for the purpose and not to cause congestion of the External
Areas or inconvenience to any other user of them
8.3 Not to park or leave any vehicles belonging to the Tenant or anyone
connected with it on the Estate Roads or its pavements (other than in
the Car Parking Spaces allotted to the Tenant from time to time)
8.4 Not to place any goods or items outside the Premises or the Building or
obstruct in any way the Common Parts or the External
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Areas other than temporarily in the course of delivery to or removal
from the Premises.
8.5 Not to store or bring on the Premises any petrol or other dangerous
inflammable explosive or combustible substance
8.6 Not to allow rubbish or refuse to accumulate on the Premises the
Common Parts or the External Areas (save in areas specifically
designated for that purpose) or in the Service Conduits and to clean
thoroughly the Premises and the Service Conduits in the Premises as
often as may be necessary
8.7 To observe and conform to all reasonable regulations and restrictions
made by the Lessor:-
8.7.1 for the proper management of the Building or the Estate and
notified in writing by the Lessor to the Tenant from time to
time (Provided that the same shall not unreasonably interfere
with the Tenant's use of the Premises); and
8.7.2 for the management of vehicles and traffic as are displayed on
the Estate from time to time
8.8 To observe and perform the covenants subsisting at the date hereof
(whether restrictive or otherwise) restrictions and stipulations (if
any) to which the Lessor's reversionary interest in the Premises is
subject insofar as same insist and are capable of affecting the
Premises
MACHINERY AND INSTALLATIONS
9.1 To keep all plant, apparatus and machinery upon the Premises properly
maintained and in good working order, and for that purpose to employ
reputable contractors for the regular periodic
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inspection and maintenance of them, to renew all working and other
parts as and when necessary or when recommended by such contractors,
to ensure that such plant, apparatus and machinery is properly
operated, and to avoid damage to the Premises by vibration or
otherwise
9.2 Not to erect or install on the Premises any equipment engine or
machinery other than normal office equipment or machinery used in
connection with the business of the tenant of the Premises from time
to time
9.3 Not to suspend any weight from nor to load or use the walls ceilings
floors or structure of the Premises in any manner which will cause
strain damage or interference with the structural parts of the
Building and not to have on the Premises any unusually heavy item
9.4 Not to overload the electrical system or circuits in the Premises
STATUTORY MATTERS
10.1 At the Tenant's own expense, to execute all works and provide and
maintain all arrangements upon or in respect of the Premises or the
use to which the Premises are being put (whether by the Lessor, the
Tenant or the occupier) that are required in order to comply with the
requirements of any enactment or competent authority, or court of
competent jurisdiction
10.2 Not to do in or near the Premises any act or thing by reason of which
the Lessor may under any enactment incur, have imposed upon it, or
become liable to pay any penalty, damages, compensation, costs,
charges or expenses
10.3 Without prejudice to the generality of the preceding sub-clauses
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10.1 and 10.2 to comply in all respects with the provisions of any
enactment applicable to the Premises or in regard to carrying on the
trade or business for the time being carried on by the Tenant on the
Premises or for the health and safety of the Tenant or anyone
connected with it
10.4 Upon receipt of any notice order or direction or other communication
from any competent authority likely to affect the Premises or its user
to deliver to the Lessor immediately a copy of the same and if so
reasonably required by the Lessor at the joint cost of the Lessor or
Tenant to take such steps and join with the Lessor in making such
representations or appeals in all cases as the Lessor may consider
desirable
10.5 To give notice to the Lessor of any defect in the Premises which might
give rise to an obligation on the Lessor to do or refrain from doing
any act or thing in order to comply with the provisions of this Lease
or the duty of care imposed on the Lessor pursuant to the Defective
Premises Act 1972 or otherwise, and at all times to display and
maintain all notices which the Lessor may from time to time reasonably
require to be displayed at the Premises.
PLANNING
11.1 In relation to the Premises to comply with the provisions and
requirements of the Planning Acts whether as to the Permitted User or
otherwise
11.2 Not to make any application for planning permission in relation to the
Premises (without the previous consent of the Lessor such consent not
to be unreasonably withheld or delayed in the case of an application
for change of use) and subject thereto at the
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expense of the Tenant, to obtain all planning permissions and to serve
all such notices as may be required for the carrying out of any
operations or user on the Premises which may constitute Development
11.3 Subject only to any enactment to the contrary, to pay and satisfy any
charge or levy that may hereafter be imposed under the Planning Acts
in respect of the carrying out of maintenance of any such operations,
or the commencement or continuance of any such user for the Premises
11.4 Notwithstanding any consent which may be granted by the Lessor under
this Lease, not to carry out or make any alteration or addition to the
Premises, or any change of use until:
11.4.1 all necessary notices under the Planning Acts have been served
and copies produced to the Lessor
11.4.2 all necessary permissions under the Planning Acts have been
obtained and produced to the Lessor, and
11.4.3 the Lessor has acknowledged that every such necessary planning
permission is acceptable to it the Lessor being entitled to
refuse to acknowledge that a planning permission is acceptable
to it on the grounds that any condition contained in it, or
anything omitted from it, or the period referred to in it,
would (in the reasonable opinion of the Surveyor acting as an
expert and not as an arbitrator) be (or would be likely to be)
materially prejudicial to the Lessor's interest in the Estate
or any Adjoining Property whether during or after the end of
the Term
11.5 Unless the Lessor shall otherwise direct, to carry out and complete
before the end of the Term:
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39
11.5.1 any works stipulated to be carried out to the Premises by a
date subsequent to the end of the Term as a condition of any
planning permission granted for any Development begun by the
Tenant before the end of the Term, and
11.5.2 any Development begun by the Tenant upon the Premises in
respect of which the Lessor shall be or become liable for any
charge or levy under the Planning Acts
11.6 In any case where a planning permission is granted subject to
conditions, and if the Lessor reasonably so requires, to provide
security for the compliance with such conditions, and not to implement
the planning permission until such security has been provided
11.7 If reasonably required by the Lessor, but at the cost of the Tenant,
to appeal against any refusal of planning permission or the imposition
of any conditions on a planning permission relating to the Premises
resulting from an application by the Tenant
11.8 If the Tenant shall carry out any Development or carry out permit or
consent to any act matter or thing giving rise to a charge or fiscal
liability on the Lessor the Tenant will pay and indemnify the Lessor
against all liability for any tax, levy, charge or other fiscal
imposition of whatsoever nature (including interest on overdue tax and
penalties for failure to give appropriate notices and information)
under any enactment for which the Lessor shall be liable as a result
of such Development, act, matter or thing and shall on demand repay to
the Lessor the amount of the tax, levy, charge or fiscal imposition
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40
END OF THE TERM
12.1 To permit the Lessor during the period commencing six months prior to
the end of the Term to affix and retain without interference upon any
part of the Premises a notice for reletting the Premises provided that
such notice does not materially affect the light air or use enjoyed by
the Premises and during such period to permit persons with authority
from the Lessor or its Agents at all reasonable times to view the
Premises on prior appointment with the Lessee
12.2 At the end of the Term to yield up the Premises (but not trade and
other tenant's fixtures and fittings as shall belong to the Tenant
Provided that the Tenant shall make good to the reasonable
satisfaction of the Lessor all damage to the Premises resulting from
their removal) in good and substantial repair and condition and in
accordance with the Tenant's covenants in this Lease and to deliver to
the Lessor all the keys to the Premises and all entry access cards,
identity cards and other security devices relating to the Premises or
the Estate
INFORMATION
13.1 To ensure that at all times the Lessor and the local police force have
written notice of the name, home address and home telephone number of
at least two keyholders of the Premises
13.2 On request to produce to the Lessor or the Surveyor all plans,
documents and other evidence as the Lessor may reasonably require in
order to satisfy itself that the provisions of this Lease have been
complied with
13.3 Whenever during the Term called upon so to do, to furnish to the
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41
Lessor, in writing the information envisaged in Section 40(l) of the
1954 Act within one calendar month of request by the Lessor
INDEMNITY
14. To indemnify and keep indemnified fully the Lessor against any claims
proceedings damages demands costs and expenses reasonably or properly
incurred by the Lessor arising directly or indirectly:-
14.1 from any act or omission by the Tenant or anyone connected with it
however caused or occurring in or upon the Premises
14.2 from any breach non observance or non performance by the Tenant of any
of its covenants or the conditions or other provisions of this Lease
14.3 from damage occasioned to the Estate or to any person caused directly
or indirectly by any act default or negligence of the Tenant or anyone
connected with it
EASEMENTS
15. Not to do anything by which the right of light or air to or belonging
to the Premises may be endangered or interfered with or lost and in
the event of any other person or persons doing any act or thing
whereby such right of light or air to the Premises is endangered
interfered with or lost forthwith to notify the Lessor and to permit
the Lessor at its own cost to take such action at law or otherwise as
may seem necessary to it in the name of the Tenant either alone or
jointly with the Lessor for the protection of their interests in the
Premises
186
DATED 1994
----------------------------------
DANBUILD INVESTMENTS (UK) LIMITED
- and -
ZAMBON (UK) LTD
- and -
ZAMBON GROUP SP.A.
- and -
SYNON EUROPE LTD
---------------------------------
LICENCE TO UNDERLET
- of -
Units 5 & 6 Block A
Elsinore House
77-85 Fulham Palace Road
London W6
---------------------------------
RABIN LEACOCK LIPMAN
7-10 Chandos Street
LONDON W1M 9DE
TEL: 071-631-4380
REF: TGM/ID/O521R
DATE: 06/09/1994
187
LICENCE TO UNDERLET
DATE:
THIS LICENCE is made between (1) the Lessor (2) the Tenant and (3) the Tenant's
Guarantor and (4) the Sub-Tenant named in the Particulars below.
PARTICULARS
THE LESSOR: DANBUILD INVESTMENTS (UK) LIMITED whose registered
office is c/o Bright Grahame Murray Chartered
Accountants 124-130 Seymour Place London W1H 6AA
THE TENANT: ZAMBON (UK) LTD whose registered office is at Elsinore
House 77 Fulham Palace Road London W6
THE TENANT'S ZAMBON GROUP SP.A. of Via Lillode Duca 10 - 20091
GUARANTOR: Bresso Milan Italy
THE SUB-TENANT: SYNON EUROPE LTD whose principle place of business in
the United Kingdom is at 91 St Paul's Road London N1
2YU
THE PREMISES: Unit 5 and Unit 6 within Block A (Elsinore House)
77-85 Fulham Palace Road, London W6 comprised in and
demised by the Lease
THE LEASE: Dated 29th October 1992
Between: (1) the Lessor
(2) Zambon (UK) Limited
THE TERM 25 years from 1st January 1990 subject to the
OF THE LEASE: provisions of the Lease for earlier determination
THE PROPERTY The whole of Unit 5 and the second floor only of Unit
TO BE SUBLET: 6 shown edged red on the plans attached hereto being
part of the Premises
THE SUBLEASE 3 years from the to be contracted outside the
TERM provisions of Part II of the Landlord and Tenant Act
1954
THE GUARANTEE the Deed of Guarantee dated 29th October 1992 between
The Lessor (1) the Tenant (2) and the Tenant's
Guarantor (3)
188
RECITALS
1. By the Lease the Premises were demised for the Term subject to the
rents and to the covenants agreements conditions and other matters
contained by the Lease.
2. The Lease provides that the Tenant shall not:
2.1 underlet any part of the Premises without the Lessor's prior written
consent; nor
2.2 underlet any part of the Premises save for a Permitted Part as defined
in the Lease; nor
2.3 underlet the whole or a Permitted Part of the Premises at a rent less
than the open market rental value of the Premises (or in the case of a
Permitted Part pro rata) or the rent then reserved and payable under
the Lease (whichever should be the greater) nor
2.4 underlet the whole or a Permitted Part of the Premises without
including provisions in the Underlease for the upwards only review of
the rent thereby reserved and on the basis and on the dates on which
the rent is to be reviewed in this Lease nor
2.5 underlet the whole or a Permitted Part of the Premises unless
stipulation relating to the provision of guarantors or a bank
guarantee or a rent deposit have been complied with nor
2.6 underlet the whole or a Permitted Part of the Premises without an
absolute covenant against further underletting and the same
restrictions on assignment sharing holding on trust for another
parting with or sharing with another possession or occupation of the
Premises
3. Notwithstanding the provisions of the Lease the Tenant has requested
the Lessor to grant consent to an underletting of the Property to be
sublet not being a Permitted Part and at a rent which is below the
189
Rent reserved by the Lease and without provisions relating to rent
review and without provisions relating to guarantors, rent deposit or
bank guarantee and without an absolute covenant against further
underletting or assignment which the Lessor has agreed to do on the
terms and conditions set out in this Licence.
4. The Lessor the Tenant and the Tenant's Guarantor apprehend that the
Guarantee contains an error which the parties have agreed to rectify
by this Deed.
B. OPERATIVE PROVISIONS
1. In this Licence unless the context otherwise requires:
1.1 The expressions in the first column of the Particulars shall have the
meanings given to them in the second column of the Particulars.
1.2 The singular shall include the plural and the masculine shall include
the feminine and neuter.
1.3 Where the Tenant and/or Sub-Tenant comprises more than one person the
obligations on the part of the Tenant and sub-Tenant shall be joint
and several.
1.4 "the Underlease" means an underlease in the form of the draft annexed
hereto.
2. The Lessor hereby grants to the Tenant Licence to sub-let the Property
to be sub-let upon the terms and conditions set out in the Underlease.
and for the avoidance of doubt but for the purpose only of this
Licence the Lessor hereby waives the provisions of the Lease referred
to in the Recitals of this Licence
3. The Tenant hereby covenants with the Lessor:
190
not without the Lessor's consent in writing at any time either
expressly or by implication to waive the covenants and conditions to
be contained in the Underlease or any of them so far as possible and
to enforce the said covenants and conditions upon any breach of any of
the said covenants or conditions to re-enter on the Property to be
sub-let; and
3.2 that forthwith upon the expiry of the term granted by the Underlease
for which consent is hereby given or upon the earlier termination
thereof, the Tenant will immediately recover possession of the
Property to be sub-let thereby demised; and
3.3 not to accept a surrender of the Underlease without the prior consent
in writing of the Lessor such consent not to be unreasonably withheld
or delayed; and
3.4 to give notice to the Lessor's solicitors of completion of the
Underlease and to pay their reasonable registration fee in that
connection and to supply a certified copy of the completed stamped
counterpart of the Underlease with such notice.
4. The Sub-Tenant hereby covenants with the Lessor:
4.1 to observe and perform the covenants on the part of the Tenant
contained in the Lease (other than the covenant therein to pay rent
and other outgoings) in so far as the same affect or relate to the
Property to be sub-let; and
4.2 to observe and perform the covenants on its part contained in the
Underlease in so far as the same affect or relate to the Lessor.
5. It is hereby agreed and declared that the condition for re-entry
contained in the Lease shall be exerciseable on breach of any of the
covenants contained herein as well as upon the happening of any of the
events mentioned in the said condition contained in the Lease.
6. This Licence shall not permit any further or other underletting or
191
parting with possession of the Premises or any part thereof and nor
shall it otherwise prejudice or affect any of the covenants or
conditions contained in the Lease save that the sub-tenant may share
possession of the Property to be sub-let with a company being a member
of the same Group of Companies as is more particularly set out in the
Underlease,
7. This Licence is conditional upon the Underlease being completed and
registered with the Lessor's solicitors within three months of the
date hereof.
8. This Licence is conditional upon the Tenant and the Sub-Tenant first
obtaining an Order of the County Court excluding the provisions of
Sections 24 to 28 Landlord and Tenant Act 1954 in relation to the
Underlease and unless and until such Court Order shall have been
obtained and supplied to the Lessor this Licence shall have no effect.
9. The Guarantee shall henceforth be read and construed as if the words
"or underlet" were deleted from the second and third lines of Clause
1.4.3 but save in this respect the Guarantee shall remain in full force
and effect which the Tenant's Guarantor now confirms.
10. It is agreed and declared that the rent payable pursuant to the
Underlease shall not be allowable as evidence of comparable open market
rent for the purpose of Rent Review as set out in the Fifth Schedule to
the Lease or for evidence of comparable open market rent in respect of
any other premises occupied by the Tenant or the Sub-Tenant anywhere on
the Estate.
THE COMMON SEAL of DANBUILD )
INVESTMENTS (UK) LIMITED was )
affixed to this Deed in the )
presence of: )
Director
/s/ Signature Illegible
Secretary
/s/ Signature Illegible
192
THE COMMON SEAL of ZAMBON )
(UK) LIMITED was affixed to )
this deed in the presence of: )
Director
/s/ Signature Illegible
Secretary
/s/ Signature Illegible
EXECUTED as a Deed on )
behalf of ZAMBON GROUP )
SP.A. : )
Director
/s/ Signature Illegible
Director
/s/ Signature Illegible
THE COMMON SEAL of SYNON )
EUROPE LTD was affixed to )
this Deed in the presence of: )
Director
/s/ D.C. MOORE
Secretary
/s/ V. BHALLA
[SEAL]