EXHIBIT 10.32
DATED 10th June 1994
(1) THE PRUDENTIAL
ASSURANCE COMPANY
(as Landlord)
(2) ARCHER GROUP MANAGEMENT
SERVICES LIMITED
(as Tenant)
(3) ARCHER GROUP HOLDINGS PLC
(as Guarantor)
L E A S E
of
Third Floor
Number Two
Minster Court Mincing Lane
London EC3
CLIFFORD CHANCE
200 Aldersgate Street
London EClA 4JJ
INDEX
CLAUSE PAGE
1. INTERPRETATION ......................................................1
1.1 Definitions .....................................................1
1.2 Interpretation .................................................10
2. DEMISE AND RENTS ...................................................11
3. TENANT'S COVENANTS .................................................12
3.1 Rents.. ...................................................13
3.2 Outgoings .................................................13
3 .3 Repairs and Decorations ...................................14
3.4 YieldingUp ................................................16
3.5 Statutory Requirements ....................................16
3.6 PlanningActs ..............................................17
3.7 To comply with Notices ....................................19
3.8 Rights of entry by Landlord ...............................19
3.9 Landlord's Survey .........................................20
3.10 Landlord's Costs ..........................................20
3.11 Obstruction of Services, etc ..............................21
3.12 Alterations ...............................................21
3.13 Appearance of Demised Premises ............................23
3.14 Comply with Fire Regulations ..............................24
3.15 Carrying out of alterations ...............................24
3.16 User Restrictions .........................................25
3.17 User ......................................................25
3.18 Encroachments and easements ...............................25
3.19 Alienation ................................................26
3.20 Disclosure of information .................................31
3.21 Registration of dispositions ..............................31
3.22 Signs and advertisements ..................................31
3.23 Overloading floors and services ...........................31
3.24 Dangerous materials and use of machinery ..................32
3.25 Interest on overdue Payments ..............................33
3.26 Indemnity .................................................33
3.27 Covenants affecting the reversion .........................34
3.28 Defective Premises ........................................34
3.29 Value Added Tax ...........................................34
3.30 Estate Regulations ........................................35
3.31 Building Regulations ......................................35
3.32 Electricity Supply ........................................35
3.33 Taxation ..................................................35
3.34 As to the Head Lease ......................................36
4. LANDLORD'S COVENANTS................................................36
4.1 Quiet Enjoyment............................................36
4.2 Head Lease ................................................37
4.3 Estate Services............................................37
4.4 Building Services..........................................38
4.5 Electricity Supply.........................................39
4.6 Void Costs.................................................40
5. PROVISOS............................................................40
5.1 Forfeiture.................................................40
5.2 Jurisdiction...............................................41
5.3 No Implied Easements.......................................41
5.4 Exclusion of Warranty as to User...........................41
5.5 Limitation of Landlord's Liability .......................42
5.6 No Liability for Staff ....................................42
5.7 Tenant's Fixtures and Fittings ............................42
5.8 Development of Adjoining Property .........................43
5.9 Notices ...................................................43
5.10 EffectofWaiver ............................................43
5.11 Covenants relating to adjoining property ..................43
5.12 Tenant not to object to works .............................44
5.13 No right of set-off etc. ..................................44
5.14 Invalidity of certain provisions ..........................44
5.15 Waiver etc of regulations .................................44
5.16 Party Walls ...............................................45
5.17 Exclusion of statutory compensation .......................45
5.18 Management Company ........................................45
6. INSURANCE ..........................................................46
6.1 Landlord to insure ........................................46
6.2 Evidence of insurance .....................................46
6.3 Destruction of Demised Premises ...........................47
6.4 Cesser of rent ............................................47
6.5 Option to determine .......................................48
6.6 Tenant not to vitiate insurance etc .......................48
6.7 Decennial Insurance .......................................49
6.8 Self Insurance ............................................49
7. ESTATE SERVICE CHARGE ..............................................50
7.1 Landlord's liability ......................................50
7.2 Tenant to pay Estate Service Charge .......................50
7.3 Estate Expenditure ........................................50
7.4 Estate Expenditure Certificate ............................51
7.5 Estate Accounting Year ....................................51
7.6 Estate Service Charge Advance Payment .....................52
7.7 Tenant to pay balance of Estate Service Charge ............53
7.8 Omission by Landlord to include item in Estate
Expenditure ...............................................53
7.9 Estate Reserve Fund .......................................53
7.10 Variation of the Estate Service Charge ....................54
7.11 Estate Services provided to the Tenant ....................54
7.12 Variation of Estate Services ..............................54
7.13 Major Works ...............................................55
7.14 Raising Money by Loan or Overdraft ........................55
7.15 Interest ..................................................55
7.16 Dunster Court .............................................55
8. BUILDING SERVICE CHARGE ............................................55
8.1 Tenant to pay Building Service Charge .....................55
8.2 Building Expenditure ......................................56
8.3 Building Expenditure Certificate ..........................57
8.4 Building Accounting Year ..................................57
8.5 Building Service Charge Advance Payment ...................57
8.6 Tenant to pay balance of Building Service Charge ..........58
8.7 Omission by Landlord to include item in Building
Expenditure ...............................................59
8.8 Building Reserve Fund .....................................59
8.9 Variation of the Building Service Charge ..................59
8.10 Building Services provided to the Tenant ..................60
8.11 Variation of Building Services ............................60
8.12 Major Works ...............................................60
8.13 Raising Money by Loan or Overdraft ........................61
8.14 Interest ..................................................61
9. OPTION TO BREAK ....................................................61
10. GUARANTOR'S COVENANT ...............................................61
FIRST SCHEDULE
The Demised Premises ........................................................62
SECOND SCHEDULE
Rights Granted ..............................................................63
THIRD SCHEDULE
Exceptions and Reservations .................................................66
FOURTH SCHEDULE
Matters to which the Demised Premises are subject .......................... 69
FIFTH SCHEDULE
Rent and Rent Review ........................................................70
SIXTH SCHEDULE
Estate Services .............................................................75
SEVENTH SCHEDULE
Building Services............................................................82
EIGHTH SCHEDULE
Guarantee Provisions ........................................................89
NINTH SCHEDULE
Estate Regulations ..........................................................92
TENTH SCHEDULE
Building Regulations ........................................................96
ELEVENTH SCHEDULE
Electricity Supply ..........................................................98
THIS LEASE is made this 10th day of June One thousand nine hundred and ninety
four.
BETWEEN:
1) THE PRUDENTIAL ASSURANCE COMPANY LIMITED (Company Registration Number 15454)
whose registered office is at 142 HoIbom Bars London EClN 2NH (the "Landlord");
and
2) ARCHER GROUP MANAGEMENT SERVICES LIMITED (Company Registration Number
02733994) whose registered office is at 1 Minster Court Mincing Lane London EC3R
7AA (the "Tenant")
3) ARCHER\HOLDINGS PLC (Company Registration Number 02186145) whose registered
office is at 4th Floor Holland House 1-4 Bury Street London EC3A 51A (the
"Guarantor")
W I T N E S S E S as follows:
1. INTERPRETATION
1.1 IN this Lease, where the context so admits, the following expressions shall
include as follows:
1.1.1 Access Ramp" means the entrance and exit ramp from Mark Lane down to
basement level and the entrance and exit way connecting to the Basement all of
which is shown coloured brown on Plan 1, Plan 2 and Plan 3, as altered, added
to, extended, varied, stopped up or repositioned under the Third Schedule or
such alternative entrance and exit to and from a public highway as the Superior
Landlord or the Landlord may from time to time designate thereunder
1.1.2 "Basement" means the basement in the building
1.1.3 "Building" means the building currently known as Number Two Minster
Court which now abuts Mark Lane, Dunster Court and Minster Court the extent of
which is shown (for the purposes of identification only) edged red on Plan 1,
Plan 2, Plan 3 and Plan 4 and which includes (without limitation):
1
(a) the roof, all external walls and the main structure thereof and the
foundations piles and soil upon which the Building rests; and
(b) all landlord's fixtures, fittings, plant, machinery, apparatus and
equipment now or hereafter in or upon the same, including, without
limitation, the Fixtures; and
(c) all additions alterations and improvements thereto from time to time
1.1.4 "Building Common Ruts" means such parts of the Building as are not
designed for letting or beneficial use and occupation (together with such other
parts as are occupied or (the Landlord acting reasonably in this regard)
reserved for occupation for the purpose of the management of the Building)
together with the Car Park or such other parts of the Building as may be
reasonably required by the Landlord (but excluding the Demised Premises or any
part thereof)
1.1.15 "Building Expenditure" means the sum calculated pursuant to Clause 8.2
1.1.6 "Building Regulations" means the regulations set out or referred to in
Clause 3.3 1 and the Tenth Schedule;
1.1.7 "Building Service Charge" means a sum equal to such reasonable and proper
proportion as the Landlord may from time to time reasonably and properly specify
of the Building Expenditure
1.1.8 "Building Services" means the services amenities and payments set out in
Section I of the Seventh Schedule
1.1.9 "Car Park" shall mean the car park situated in the Basement and shown for
identification purposes edged yellow on Plan 1
1.1.10 "Conducting Media" means pipes, wires, cables, sewers, drains,
watercourses, trunking, ducts, conduits and other media for the provision of
water, electricity, gas, telecommunications, heating, air-conditioning,
ventilation, fire alarm or other services and includes any fixing, louvres,
cowls and other ancillary apparatus
1.1.11 "Demised Premises" means the premises situate on the third floor of the
Building more particularly described in the First Schedule and includes each and
every part thereof
2
1.1.12 "DunsterCourt Documents" means the agreement dated 15th September 1988
between The Prudential Assurance Company Limited (1) and the Clothworkers
Company (2) and includes the deed agreement and lease at Annexures A, B and C
thereof respectively (whenever the same are completed) in the form or
substantially in the form of those annexed to such agreement and includes any
other documents or arrangements governing the use of Dunster Court from time to
time
1.1.13 "Dunster Court Access" means the access road from Mincing Lane and the
turning circle and other areas shown coloured yellow on Plan 3 and as altered,
added to, extended, varied, stopped up or repositioned under the Third Schedule
or such alternative vehicular access as the Superior Landlord or the Landlord
may from time to time designate thereunder
1.1.14 "Estate" means the land shown edged blue on Plan 1, Plan 2, Plan 3 and
Plan 4 together with any additional land in the neighbourhood of the Estate in
which the Superior Landlord or the Landlord or a Group Company of the Superior
Landlord or the Landlord shall acquire a freehold or leasehold interest and
which the Superior Landlord or the Landlord from time to time reasonably
designates as part of the Estate, together in each case with all buildings and
appurtenances thereon from time to time and all additions, alterations and
improvements thereto
1.1.15 "Estate Common Parts" means those parts (other than the Building or the
building known as Number One or Number Three Minster Court) of the Estate (such
parts not being publicly adopted) which are from time to time intended for the
common use and enjoyment of the tenants or occupiers of the Estate and persons
claiming through or under them (whether or not other parties are also entitled
to use and enjoy the same) and includes without prejudice to the foregoing:
a) Minster Court, the Access Ramp, the Dunster Court Access and Minster
Pavement (as referred to in Clause 1.1.43);
b) roads to the point of connection with a highway maintainable at public
expense;
c) bridges, kerbs, pavements, footpaths, landscaped areas, and open areas,
including the central court and courtyard;
d) malls, walkways, pedestrian ways, concourses and circulation areas,
staircases, travelators, escalators, elevator ramps and lifts, loading
bays, tirecourts, service roads, service areas and service bays which
are not and are not intended to be the responsibility of a particular
tenant or tenants;
3
e) Conducting Media therein which are not and are not intended to be the
responsibility of a particular tenant or group of tenants;
f) foundations, pilings, substructures, floors, walls, Glazed Roof, ramps,
accessways, entrances, exits and any other matters or things which make
up those parts of the Estate which are not and are not intended to be
the responsibility of a particular tenant or tenants, as any of the
same may be altered, added to, extended, varied, stopped up,
repositioned or substituted under the Third Schedule
1.1.16 "Estate Expenditure" means either (i) for so long as the Landlord is the
Freeholder of the Estate Common Parts the sum calculated pursuant to Clause 7.3
or (ii) in the event of the Landlord ceasing to be the Freeholder of the Estate
Common Parts and no longer responsible for providing the Estate Services the sum
payable from time to time by the Landlord under the provisions of the Head Lease
or otherwise to the person responsible for supplying the Estate Services
1.1.17 "Estate Regulations" means the regulations set out or referred to in
Clause 3.30 and the Ninth Schedule
1.1.18 "Estate Service Charge" means a sum equal to such reasonable and proper
proportion as the Landlord may from time to time reasonably and properly specify
(having regard to all relevant factors) of the Estate Expenditure
1.1.19 "Estate Services" means the services, amenities and payments set out in
Section I of the Sixth Schedule
1.1.20 "Excluded Plant" means the air handling ducts and the VAV boxes in the
void above the suspended ceilings within the Demised Premises and all Conducting
Media not exclusively serving the Demised Premises
1.1.21 "Fixtures" means all landlord's fixtures and fittings in or upon the
Demised Premises including (without limitation) any electrical and mechanical
plant, machinery, equipment and apparatus and the water and sanitary apparatus,
lights, lighting, false ceilings, floor coverings, aerials and communications
systems, all Conducting Media exclusively serving the Demised Premises and all
additions alterations and improvements thereto made from time to time (but
excluding all tenant's and trade fixtures and fittings and the Excluded Plant)
4
1.1.22 "Force Majeure" means (a) any emergency, damage to or destruction of any
installations or apparatus, mechanical or other defect or breakdown not caused
by any act or default of the Landlord where the Landlord has acted prudently and
with due diligence (b) frost or other inclement conditions, shortage of energy,
supplies, fuel, materials, water or labour, strikes or lockouts or other
industrial action, enemy action, war or civil commotion, governmental
restrictions, acts of God and (c) any other cause beyond the control of the
Landlord
1.1.23 "Glazed Roof" means the glazed roof and supports over Minster Court the
Access Ramp and between the Building and Number Three Minster Court and the
Building and Number One Minster Court and includes any reinstatement or
replacement thereof and any new roof in such areas whether or not wholly glazed
or at the same level as that now in existence
1.1.24 "Group Company" means any company which is for the time being a member of
the same group of companies as the Landlord or the Tenant (as the case may be)
within the meaning of Section 42(l) of the Landlord and Tenant Act 1954
1.1.25 "Guarantor" means the person from time to time guaranteeing the
obligations of the Tenant in this Lease and includes the party so named above
and in the case of an individual includes his or her personal representatives
and in the case of a company includes any company into which it shall merge
1.1.26 "Head Lease" means the superior lease under which the Landlord holds the
Building and all leases superior thereto
1.1.27 "Initial Rent" means the following clear yearly rents for the following
periods:
a) from and including 25 April 1994 to and including 23 June
1994 - rent at the rate of pounds 03,091.59 per annum
b) from and including 24 June 1994 to and including 24 March 1996
- rent at the rate of pounds 364,768 per annum;
c) from and including 25 March 1996 to and including 24 March
1998 - rent at the rate of pounds 521,729 per annum;
d) from and including 25 March 1998 to and including 24 December
1998 - rent at the rate of pounds 577,786 per annum;
5
1.1.28 "Insurance Rent" means a reasonable and proper proportion of the
aggregate of:
(i) the sums which the Landlord may from time to time incur in
respect of insurance in accordance with the provisions of
Clause 6.1; and
(ii) the costs from time to time of any insurance valuations
carried out by the Landlord in respect of the Building at such
periods as the Landlord may reasonably consider appropriate
1.1.29 "Insured Risks" means (to the extent that the same are insurable and
subject to such exclusions and limitations or conditions as may be imposed from
time to time by the insurers or contained in the policy of insurance such
exclusions limitations and conditions in both cases being reasonably common in
the insurance market at the time of imposition and which the Landlord shall
notify to the Tenant forthwith upon becoming aware thereof) fire, lightning,
explosion, storm, tempest, flood, earthquake, bursting and overflowing of water
tanks, apparatus and pipes, riot, civil commotion, malicious damage, impact by
any vehicle aircraft or aerial device or by any article dropped therefrom
subsidence heave landslip and landslide and such other risks as the Landlord
shall from time to time reasonably consider necessary
1.1.30 "Interest Rate" means the base rate for the time being of Midland Bank
public limited company or such other rate or rates for the time being replacing
the same by reference to which London and Scottish Clearing Banks determine
their own rates of interest or if none such rate of interest as the Landlord may
reasonably and properly specify
1.1.31 "Internal Decoration Year" means the year ending 3 1 December 1998 and
thereafter every subsequent fifth year of the Term (subject to the provisions of
Clause 3.3.4)
1.1.32 "Landlord" includes the person entitled to the reversion for the time
being immediately expectant on the Term
1.1.33 "Landlord's Specification" means the specification annexed to this Lease
so marked and signed on behalf of the parties for identification purposes
6
1.1.34 "Landlord's Surveyor" means a surveyor or member of a firm of Surveyors
instructed by the Landlord for any of the purposes of this Lease which surveyor
or member shah be a fellow or associate of the Royal Institution of Chartered
Surveyors or the Incorporated Society of Valuers and Auctioneers and such
surveyor may be a person employed directly by the Landlord or a company which is
a Group Company of the Landlord
1.1.35 "this Lease" means this Lease and any document which is made supplemental
hereto or which is entered into pursuant'to or in accordance with the terms
hereof
1.1.36 "Lettable Areas in the Building" means those parts of the Building leased
or intended to be -leased to occupational tenants (but excluding any parts of
the Building leased or intended to be leased to statutory undertakers for the
purpose of the carrying out of their statutory obligations
1.1.37 "Lettable Areas in the Estate" means those parts of any building on the
Estate leased or intended to be leased to occupational tenants (but excluding
any parts of such building leased or intended to be leased to statutory
undertakers fir the purposes of the carrying out of their statutory obligations)
1.1.38 "Loading Bay" means the loading bay at Basement Level as shown for the
purpose of identification only coloured orange on Plan Numbered 1
1.1.39 "Management Company" means any company appointed by the Landlord pursuant
to Clause 5.18
1.1.40 "Management Premises" means any administrative and control offices and
centres and stores reasonably maintained by the Landlord or the Superior
Landlord or the person responsible for providing the Estate Services from time
to time for the purposes of managing the Estate and providing the Estate
Services and/or, as the case may be, managing the Building and providing the
Building Services together with any accommodation including residential
accommodation (if any) reasonably provided by the Landlord or such other person
from time to time for a guard or manager employed by it for purposes connected
with the Estate and/or the Building (whether or not within the Estate)
1.1.41 "Minster Court" means the main entrance to the Estate from Mincing Lane
and the covered steps, doors, gates, courtyards and piazza now fronting each of
the buildings in the Estate and which is shown coloured pink on Plan 3 and Plan
4 as altered, added to, extended, varied, stopped up or repositioned from time
to time under the Third Schedule or such
7
alternative main entrance to the Estate or the Building from a public highway as
the Superior Landlord or the Landlord may from time to time designate thereunder
1.142 "Minster Court Access Hours" means the hours of 7.00 am to 7.00 pm on
Monday to Friday inclusive and 8.00 am to 1.00 pm on Saturdays (excluding
Christmas Day, Good Friday and all usual bank or public holidays) as being those
during which the entrances and exits to and from Minster Court are open or such
other reasonable hours specified by the Superior Landlord or the Landlord as
being those during which the same are to be open Provided That the Superior
Landlord or the Landlord may close the entrances and exits of Minster Court
and/or the Pedestrian Mall to and from the Dunster Court Access independently of
all other entrances and exits at such times of day and during such days as it
may reasonably require in order to accord with the Dunster Court Documents or as
may be reasonably necessary or for the more effective security of the Estate and
the Estate Common Parts
1.1.43 "Pedestrian Mall" means the mall now known as Minster Pavement connecting
from the Dunster Court Entrance through the Estate at lower ground floor level
to Mincing Lane as is shown coloured purple on Plan Number 3
1.1.44 "Permitted Part" means any part of the Demised Premises but so that such
part shall have reasonable arrangements for access to the Building Common Parts
and to lavatories within the Demised Premises
1.1.45 "Permitted User" means use as good class offices within Class Bl(a) of
the Town and Country Planning (Use Classes) Order 1987 (such Order to be read as
at the date of this Lease and not having regard to any modification or
reenactment thereof) together with ancillary storage
1.1.46 "Plan 1" means Plan Number 1344 S/1.2/10 annexed hereto
"Plan 2" means Plan Number 1344 S/1.2/11 annexed hereto
"Plan 3" means Plan Number 1344 S/1.2/12 annexed hereto
"Plan 4" means Plan Number 1344 S/1.2.13 annexed hereto
"Plan 5" means the plan numbered such annexed hereto
1.1.47 "Planning Acts" means the "consolidating Acts" as defined in the Planning
(Consequential Provisions) Act 1990 or any statutory modification or reenactment
of any such Acts for the time being in force and any regulations or orders made
or having effect thereunder
8
1.1.48 "Reinstatement Cost" means the costs of reinstating the Building at the
time when such reinstatement is likely to take place having regard to any
possible increases in building costs in a sum which includes the cost of
demolition, shoring up, site clearance, ancillary expenses and architects'
surveyors' and other professional fees and Value Added Tax on all the items
mentioned in this definition
1.1.49 "Retained Parts" means all parts of the Building (which do not comprise
Lettable Areas in the Building or Estate Common Parts) including but not limited
to:
a) the Building Common Parts;
b) the Management Premises;
c) any parts of the Building reserved by the Landlord for the
housing of plant, machinery and equipment or otherwise in
connection with or required for the provision of services;
d) all Conducting Media in, upon, over or under or exclusively
serving the Building except any that form part of and
exclusively serve the Lettable Areas in the Building;
e) the main structure of the Building and in particular, but not
by way of limitation, the roof, foundations, external walls,
internal load- bearing walls and the structural parts of the
roof, ceilings and floors, all party structures, boundary
walls, the Basement, railings and fences and all exterior
parts of the Building and all roads, pavements, pavement
lights and car parking areas (if any) within the curtilage of
the Building;
f) the smoke vents in the Building;
g) the Excluded Plant;
h) such other parts of the Building as may be reasonably
designated as such by the Landlord
1.1.50 "Service Systems" means all Conducting Media within the Estate or the
Building which serve both the Demised Premises and other Lettable Areas in the
Building and/or Lettable Areas in the Estate
9
1.1.51 "Superior Landlord" mans the landlord under the Head Lease or other the
person or persons for the time being entitled to any estate or estates which are
reversionary (whether immediate or mediate) upon the Landlord's estate or
interest in the Demised Premises or the Estate
1.1.52 "Tenant" includes the successors in title and assigns of the Tenant, as
the case may be and, in the case of an individual, includes his or her personal
representatives
1.1.53 "Term" means the term of fifteen (15) years commencing on 25 December
1993 (the "contractual term") and includes the period of any holding over or any
continuation whether by statute or common law
1.1.54 "VAT Deed" means the deed of today's date between the parties hereto in
relation to VAT on the rents hereby reserved
1.1.55 "Water Charges" means the Water Bate together with any charges for
services performed, facilities provided or rights made available by the water
authority under the powers granted by the Water Act 1989 including, but without
limitation, sewerage and environmental charges
1.1.56 "Water Testing" means the carrying out of all tests and sampling of the
water and sanitary systems within the Building as may in the Landlord's
reasonable opinion from time to time be appropriate or necessary in relation to
health or hygiene, including, without limitation, such testing and sampling as
may be required by any relevant legislation or applicable code of practice
1.2 Interpretation
Unless there is something in the subject or context inconsistent therewith:-
1.2.1 any words or expressions importing the singular number shall be taken to
include the plural number and vice versa and words importing gender shall be
taken to include any other gender;
1.2.2 where two or more persons are included in the expression the "Tenant"
and/or the "Landlord" and/or the "Guarantor" the covenants which are expressed
to be made by the Tenant and/or the Landlord and/or the Guarantor shall be
deemed to be made by such persons jointly and severally;
1.2.3 words importing persons shah include firms, companies and corporations and
vice versa;
10
1.2.4 any covenant or regulation to be observed by the Tenant not to do any act
or thing shall include an obligation not to cause permit or suffer such act or
thing to be done by it, its tenants, undertenants, agents, contractors or others
for whom it is responsible;
1.2.5 references either to any right of the Landlord to have access to or entry
upon the Demised Premises or the rights of the Tenant in relation to any
adjoining properly shall be construed as extending respectively to the Superior
Landlord and all persons authorised by the Landlord and the Superior Landlord
and (as the case may be) by the Tenant including agents, professional advisers,
contractors, workmen and others with or without plant and materials;
1.2.6 whenever the consent or approval of the Landlord is required, the relevant
provision shall be construed as also requiring the consent or approval of the
Superior Landlord if it is also required pursuant to the Head Lease, and nothing
in the Lease shall be construed as implying that the Superior Landlord shall be
under any obligation not unreasonably to withhold its consent or approval
1.2.7 any reference to a statute (whether specifically named or not) shall
include any amendment or reenactment of such statute for the time being in force
and all instruments, orders, notices, regulations, directions, bye-laws,
permissions and plans for the time being made, issued or given thereunder or
deriving validity therefrom;
1.2.8 reference to any agreement, contract, deed or document shall be construed
as including any amendment, variation, alteration or modification thereto and
any novation thereof and any thing supplemental thereto;
1.2.9 reference to Value Added Tax shall include any tax of a similar nature
substituted for Value Added Tax;
1.2.10 the titles and headings appearing in this Lease are for reference only
and shall not affect its construction;
1.211 any reference to a clause or schedule means a clause or schedule of this
Lease
2. DEMISE AND RENTS
In consideration of the rents and covenants on the part of the Tenant
hereinafter reserved and contained the Landlord hereby demises unto the Tenant
ALL THAT the Demised Premises TOGETHER WITH the rights specified in the Second
Schedule EXCEPT AND RESERVED as mentioned in the Third Schedule TO HOLD the
Demised Premises unto
11
the Tenant for the Term SUBJECT to any matters specified or referred to in the
Fourth Schedule and to all rights, covenants, conditions, agreements, easements,
quasi-easements or licences whatsoever affecting the Demised Premises PAYING
therefor yearly during the Term and so in proportion for any less time than a
year
2.1 first the Initial Rent or such rent ascertained from time to time in
accordance with the provisions contained in the Fifth Schedule by equal
quarterly payments in advance on the four usual quarter days in every year the
first such payment to be calculated from 25 April 1994 to 28 September 1994
(both dates inclusive) and to be made on 24 June 1994;
2.2 second, by way of further or additional rent (severally) the Estate Service
Charge and the Building Service Charge calculated in the manner and payable at
the times specified in Clause 7 and Clause 8 respectively;
2.3 third, by way of further or additional rent each of the Insurance Rent
payable to the Landlord within fourteen (14) days of demand and the Electricity
Charge (as defined in the Eleventh Schedule) payable at the times specified in
such schedule;
2.4 fourth, within fourteen days of demand by way of further or additional rent
(but in addition and without prejudice to any right of reentry or other remedy
herein contained or by law vested in the Landlord) all sums referred to in
Clauses 3.10 and 3.25;
2.5 fifth, by way of further or additional rent (but in addition and without
prejudice to any right of reentry or other remedy herein contained or by law
vested in the Landlord) any other moneys which are by this Lease stated to be
recoverable as rent in at-rear to be paid to the Landlord as therein provided
within fourteen (14) days of demand; and
2.6 sixth, by way of further or additional rent any Value Added Tax which may be
chargeable in respect of any rents or other sums reserved or payable hereunder
ALL such rents to be paid without any deduction, set-off, counter-claim,
abatement or reduction whatsoever (except for tax required by statute to be
deducted)
3. TENANT'S COVENANTS
THE Tenant HEREBY COVENANTS with the Landlord as follows:
12
3.1 Rents
To pay the rent first hereby reserved, the Insurance Rent, the Estate Service
Charge, the Building Service Charge and the Electricity Charge (as defined in
the Eleventh Schedule hereof) and all other rents at the times and in the manner
specified in Clause 2 without any deduction, set-off, counter-claim, abatement
or reduction whatsoever (except as mentioned above)
3.2. Outgoings
3.2.1 (Subject only to any statutory direction to the contrary) to pay and
discharge all rates and Water Charges, taxes, assessments, outgoings and
impositions whatsoever (save to the extent that the same are included in the
Building Service Charge or in the Estate Service Charge) (whether parliamentary,
parochial, local or otherwise and whether or not of a capital or non-recurring
nature or of a wholly novel character), together with any Value Added Tax on any
of the same, which are now or may at any time hereafter be assessed, charged or
imposed upon the Demised Premises or on the owner or occupier in respect thereof
and all proper proportions thereof (except income or corporation tax payable by
the Landlord in respect of rents and other payments arising under this Lease or
income or corporation tax or Value Added Tax or capital gains tax payable as a
result of any dealing with any reversion immediately or mediately expectant on
the Term)
3.2.2 To pay and contribute within fourteen (14) days of demand to the Landlord
a fair and reasonable proportion (to be fairly and properly determined by the
Landlord's Surveyor) of the costs, charges, fees and expenses properly expended
or incurred by the Landlord (but only to the extent that the same do not fall to
be included in the Estate Service Charge or the Building Service Charge) in
making, laying, repairing, maintaining, rebuilding, decorating, cleansing and
lighting (as the case may be) any roadways or courts, passages, pavements,
turntables, party walls or fences, party structures, pipes or other conveniences
and easements whatsoever which may belong to, or be capable of being used or
enjoyed by, the Demised Premises in common with any adjoining property and in
default of payment to be recoverable as rent in arrear
3.2.3 To indemnify the Landlord against any loss to the Landlord of void rating
relief (or part thereof) which would have been applicable to the Demised
Premises by reason of the Demised Premises being vacant after the end of the
Term (or any earlier determination thereof) but which is not available to the
Landlord on the ground that such relief (or part thereof) has already been
allowed to the Tenant
3.2.4 To co-operate with the Landlord in respect of contesting any outgoings
referred to in Clause 3.2.1 or appealing any assessments related thereto and to
supply to the Landlord forthwith
13
upon receipt copies of any such assessments and to make available to the
Landlord such information in respect thereof as the Landlord reasonably requests
3.2.5 Not to agree or appeal or contest any such outgoings or any assessments
related thereto without the prior approval in writing of the Landlord (such
approval not to be unreasonably withheld or delayed)
3.2.6 To pay to the suppliers and indemnify the Landlord against all charges for
telephone, water, gas (if any) and other services consumed in the Demised
Premises during the Term including any connection charge and meter installation
costs and rents
3.2.7 (a) To perform and observe all present and future regulations
and requirements of the electricity, telephone, gas and water
supply or other authorities; boards or companies in respect of
the supply and consumption of electricity, telephone services,
gas, water and other services on the Demised Premises and to
keep the Landlord indemnified against any breach thereof
(b) To pay to the Landlord or as it may direct an amount equal to
any rebate or rebates which the Tenant or any under-tenant may
receive from a statutory undertaker in respect of the capital
costs incurred by the Landlord or Group Company of the
Landlord for providing water, foul and surface water drainage,
gas, electricity and telecommunications
3.3 Repairs and Decorations
3.3.1 (Damage by the Insured Risks excepted save to the extent that payment of
the insurance monies shall be withheld by reason of any act, neglect or default
of the Tenant or any under-tenant or person under its or their control) to
repair and keep the Demised Premises and any Conducting Media outside the
Demised Premises exclusively serving the same in good and substantial repair and
condition and where necessary in order so to do to renew, rebuild and reinstate
the Demised Premises or any part thereof
3.3.2 To replace from time to time any Fixtures which may be or become in need
of replacement with new ones which are similar in type and quality so that at
all times throughout the Term the Fixtures shah be in first class repair working
order and condition as appropriate to the size quality and prestige of the
Demised Premises and the Building and the Estate of which they are part
3.3.3 To keep all mechanical and electrical plant, machinery, apparatus and
equipment (not being Excluded Plant or moveable property of the Tenant or any
under-tenant) in or exclusively
14
serving the Demised Premises properly maintained and in good working order and
condition and for that purpose:
a) either (i) (subject to such contractors offering reasonable commercial
terms) to employ the contractors of the Landlord for the maintenance
and service of the air-conditioning and other plant within the Demised
Premises(such contractors to be notified to the Tenant by the Landlord)
or (ii) in the event of the Landlord not employing contractors, to
employ such reputable contractors as may be approved by the Landlord,
such approval not to be unreasonably withheld or delayed, regularly to
inspect, maintain and service the same and to supply to the Landlord
upon request copies of any contracts entered into by the Tenant in
respect thereof;
b) to renew or replace all working and other parts as and when necessary
and (if reasonably required by the Landlord) on the expiration or
sooner determination of the Term; and
c) to ensure by directions to the Tenant's staff and otherwise that such
plant and machinery is properly operated
3.3.4 In every Internal Decoration Year and also in the last six months of the
Term (whether determined by effluxion of time or otherwise) (hut so that the
Tenant shall not be required in the last twelve (12) months of the Term to
comply with this sub-clause otherwise than in the last six (6) months of the
Term)in a good and workmanlike manner to prepare and decorate (with two coats at
least of good quality paint) in colours to be approved by the Landlord (such
approval not to be unreasonably withheld or delayed) or otherwise treat as
appropriate all parts of the Demised Premises required to be so treated and as
often as may be reasonably necessary properly to wash down all tiles, glazed
bricks and similar washable surfaces including all doors fronting onto the
Building Common Parts, such decorations and treatment to be executed in
accordance with the reasonable conditions set down for the treatment of the
internal face of the cladding of the Building as the Landlord shall from time to
time provide to the Tenant
3.3.5 To keep the Demised Premises in a clean and tidy condition and as and when
necessary at least once in every two (2) months properly to clean the insides of
all windows and window frames and all other glass in the Demised Premises
3.3.6 To maintain and when necessary (if reasonably required by the Landlord) on
the expiration or sooner determination of the Term to replace the carpets or
such other floor coverings
15
now or from time to time laid in the Demised Premises with new carpets or other
floor coverings of equivalent quality and value
3.4 Yielding Up
3.4.1 Immediately prior to the expiration or sooner determination of the Term
at the cost of the Tenant:
(a) to replace any of the' Fixtures which shall be missing broken damaged
or destroyed with new ones of similar kind and quality;
(b) to remove from the Demised Premises and the Building and the Estate any
moulding, sign, writing or painting of the name or business of the
Tenant or occupiers and all tenant's fixtures fittings furniture and
effects and to make good to the reasonable satisfaction of the Landlord
all damage caused by such removal;
(c) to the extent required by the Landlord but not otherwise, to remove all
wiring, cabling and other conducting material installed in the Demised
Premises and the Estate or the Building by or at the request of the
Tenant or any undertenant in respect of video, data and sound
communications, including telephones; and
(d) to the extent required by the Landlord but not otherwise, well and
substantially to remove all alterations carried out by the Tenant
during the Term or prior to the commencement thereof (including any
works under Clause 3.12) and to reinstate the Demised Premises in or to
the condition specified in the Landlord's Specification and otherwise
in such manner as the Landlord shall reasonably direct and to its
reasonable satisfaction
3.4.2 At the expiration or sooner determination of the Term quietly to yield up
the Demised Premises to the Landlord in good and substantial repair and
condition in accordance with the covenants and other obligations on the part of
the Tenant contained in this Lease
3.5 Statutory Requirements
3.5.1 Within fourteen (14) days (or sooner if requisite having regard to the
requirements of the notice in question or the time limits stated therein) of the
receipt of the same, to produce to the Landlord a true copy and any further
particulars reasonably required by the Landlord of any permission, notice or
order or proposal for a notice or order relevant to the Demised Premises or to
the Estate or to the Building or to the use or condition thereof or otherwise
concerning the Tenant made, given or issued to the Tenant or occupier by any
government department or local or public authority AND without delay to take all
necessary steps to
16
comply therewith so far as the same is the responsibility of the Tenant AND ALSO
at the request of the Landlord but at the cost of the Tenant to the extent to
which it relates to the Demised Premises to make or join with the Landlord in
making such objections or representations against or in respect of any such
notice order or proposal as aforesaid as the Landlord shall reasonably deem
expedient
3.5.2 At the expense of the Tenant, to execute and comply with all works and
other requirements whatever as may now or at any time during the Term be
lawfully directed or required by any local or other public or competent
authority or Court of competent jurisdiction or statute (including without
limitation the Offices, Shops and Railways Premises Act 1963, the Health and
Safety at Work Etc. Act 1974 and the Fire Precautions Act 1971) or bye-law to be
executed or done upon or in respect of the Demised Premises or any addition
thereto or any part thereof or the user thereof or employment or residence
therein of any person or persons or fixtures, machinery, plant or chattels
therein or by the owner or occupier thereof and to indemnify and keep
indemnified the Landlord at all times against all costs, charges and expenses of
or incidental to any such works, things or requirements and not at any time
during the Term to do (or omit to do any act or thing for which the Tenant is
responsible hereunder) on or about the Demised Premises or any part or parts of
the Building or the Estate used for the purposes of but not comprised in the
Demised Premises any act or thing by reason of which the Landlord may under any
order or enactment incur or have imposed upon it or become liable to pay any
penalty, damages, compensation, costs, charges or expenses
3.5.3 To comply with all reasonable rules and regulations which the Landlord may
from time to time promulgate in relation to the maintenance of the water and
sanitary systems (if any) within the Demised Premises and, when reasonably
required by the Landlord, to shut down such of the water or sanitary systems as
the Landlord may specify to enable the Landlord to carry out Water Testing
3.6 Planning Acts
3.6.1 At all times during the Term, to comply in all respects with the
provisions and requirements of the Planning Acts and of all consents,
permissions and conditions (if any) granted or imposed or having effect
thereunder so far as the same respectively relate to or affect the Demised
Premises or any part thereof or any operations, works, acts or things already or
hereafter to be carried out, executed, done or omitted thereon or the use
thereof for any purpose
3.6.2 At the expense of the Tenant, to obtain all planning permissions and any
other consents and to serve all notices as may be required for the carrying out
or continuation of any operation
17
or use on the Demised Premises which may constitute development but so that no
application for planning permission or for a determination under Section 64 of
the Town and Country Planning Act 1990 shall be made or any notice given to any
authority of the commencement or carrying out of any development nor shall any
notice be given of an intention to commence or carry out the same without the
prior written consent of the Landlord, such consent not to be unreasonably
withheld or delayed
3.6.3 To pay and satisfy any charge that may hereafter be imposed under the
Planning Acts in respect of the carrying out or maintenance of any such
operations or the institution or continuance of any such use as is referred to
above
3.6.4 Notwithstanding any consent which may be granted by the Landlord under
this Lease, not to carry out or make any alteration or addition to the Demised
Premises or any change of use thereof (being an alteration or addition or change
of use which is prohibited by or for which the Landlord's consent is required to
be obtained under this Lease and for which a planning permission needs to be
obtained) before a planning permission therefor has been produced to the
Landlord and acknowledged by it in writing as satisfactory to it (which
acknowledgement will not be unreasonably withheld or delayed) But so that the
Landlord may refuse so to express its satisfaction with any such planning
permission on the ground that the period thereof, any condition contained
therein or anything omitted therefrom in the reasonable opinion of the
Landlord's Surveyor would be or be likely to be prejudicial to the Landlord's
interest in the Demised Premises or the Building or the Estate whether during
the Term or following the determination or expiration thereof
3.6.5 Unless the Landlord shall otherwise direct, to carry out and complete
before the expiration or sooner determination of the Term:
a) any works stipulated to be carried out to the Demised Premises
by a date subsequent to such expiration or sooner
determination as a condition of any planning permission
granted for any development begun before such expiration or
sooner determination; and
b) any development begun upon the Demised Premises in respect of
which the Landlord shall or may be or become liable for any
charge or levy under the Planning Acts
3.6.6 If and when called upon so to do, to produce to the Landlord or the
Landlord's Surveyor all such plans documents and other evidence as the Landlord
may reasonably require in
18
order to satisfy itself that the provisions of this Clause 3.6 have been
complied with in all respects 3.7 To comply with Notices 3.7.1 To permit the
agents of the Landlord and/or the Superior Landlord at all reasonable hours in
the daytime upon giving reasonable prior written notice to the Tenant (or
without notice in the case of emergency) with or without workpeople or others to
enter and remain upon the Demised Premises or any part thereof to view the state
and condition of the Demised Premises and to ensure that nothing has been done
which constitutes, or may tend to constitute, a breach of the covenants
contained in this Lease and to give or leave on the Demised Premises notice in
writing to the Tenant of any such breach
3.7.2 Whenever the Landlord shall give written notice to the Tenant of any
defects, wants of repair or breaches of covenant, the Tenant shall within sixty
(60) days of such notice, or sooner if requisite, make good and remedy the
breach of covenant to the reasonable satisfaction of the Landlord and if the
Tenant shall fail within twenty-one (21) days of such notice, or as soon as
reasonably possible in the case of emergency, to commence and then diligently
and expeditiously to continue to comply with such notice, the Landlord may (but
without prejudice to any right of forfeiture or any other right of the Landlord)
enter the Demised Premises and carry out or cause to be carried out all or any
of the works referred to in such notice and all costs and expenses thereby
reasonably and properly incurred shall be paid by the Tenant to the Landlord on
demand and, in default of payment, shall be recoverable as rent in arrear
3.8 Rights of entry by Landlord
To permit the Landlord and/or the Superior Landlord or its or their respective
agents or workpeople and also the tenants and occupiers of any adjoining
premises or their workpeople and all persons authorised by the Landlord
(reasonably) and/or the Superior Landlord with or without all necessary
materials and appliances at all reasonable times during the Term at reasonable
hours upon giving reasonable prior written notice to the Tenant (or without
notice in case of emergency) to enter and remain upon the Demised Premises for
any of the following purposes:
3.8.1 executing repairs or alterations to or upon the Retained Parts or such
adjoining premises, subject to the person so entering causing as little
disturbance and inconvenience to the Tenant as reasonably possible carrying out
all works as expeditiously as reasonably possible and in a reasonable and
workmanlike manner and forthwith in like manner making good all damage thereby
occasioned;
19
3.8.2 exercising any of the rights excepted and reserved by this Lease;
3.8.3 performing any of the Landlord's obligations hereunder or providing the
Estate Services, the Building Services or valuing the Demised Premises or the
Building;
3.8.4 to take schedules or inventories of the Fixtures;
3.8.5 Water Testing and carrying out any necessary works of maintenance,
cleansing, repair or replacement to ensure that all sanitary and water systems
within the Building comply with al1 relevant enforceable rules and regulations,
whether statutory or otherwise, and all relevant codes of practice relating to
health and hygiene
3.8.6 any other reasonable purpose connected with the interest of the Landlord
and/or the Superior Landlord in the Demised Premises and their disposal or
charge
3.9 Landlord's Survey
To permit the Landlord or its surveyors or agents or any other person reasonably
authorised in writing by it at any time during the Term at reasonable hours upon
giving reasonable prior written notice to the Tenant to enter upon the Demised
Premises to survey the same
3.10 Landlord's Costs
To pay to the Landlord all proper costs, charges and expenses (including legal
costs and fees payable to a surveyor or management surveyor) which may be
properly incurred by the Landlord:
3.10.1 in relation to or in reasonable contemplation of the preparation and
service of a notice under Section 146 of the Law of Property Act 1925 or in
reasonable contemplation of proceedings under Sections 146 and/or 147 of the
said Act whether or not any right of reentry or forfeiture has been waived by
the Landlord or a notice served under the said Section 146 is complied with by
the Tenant or the Tenant has been relieved under the provisions of the said Act
and notwithstanding forfeiture is avoided otherwise than by relief granted by
the Court;
3.10.2 in relation to or in reasonable contemplation of the preparation and/or
service of notices or schedules relating to the repair of the Demised Premises
or in connection with the delivery up thereof upon the expiry or sooner
determination of the Term whether served before or within six (6) months after
the determination of the Term but relating to the state of repair up to the date
of determination of the Term;
20
3.10.3 in connection with the recovery or attempted recovery of arrears of rent
or other sums due from the Tenant or in procuring the remedying of any breach of
covenant by the Tenant contained in this Lease; and
3.10.4 in relation to any application for consent required or made necessary by
this Lease (such costs to include reasonable management fees and expenses)
whether or not the same is granted (except in cases where the Landlord is
obliged not unreasonably to withhold its consent and the withholding of its
consent is held to be unreasonable) or whether or not the application be
withdrawn provided that any such costs arising under this Clause 3.10.4 shall be
reasonable
3.11 Obstruction of Services, etc.
3.11.1 Not to obstruct block up or encumber with articles or goods of any
description the Estate Common Parts or the Building Common Parts
3.11.2 Not to discharge into any Conducting Media any oil or grease or any
noxious or deleterious effluent or substance whatsoever which may cause an
obstruction or might be or become a source of danger or which might injure the
Conducting Media or the drainage system of the Demised Premises or the Building
or the Estate
3.11.3 Not to deposit on any part of the Demised Premises any trade empties,
rubbish or refuse of any kind other than in proper receptacles and not to burn
any rubbish or refuse on the Demised Premises
3.11.4 Not to do anything whereby any road, path, forecourt or other area over
which the Tenant may have rights of access or use may be damaged or the fair use
thereof by others may be obstructed in any manner whatsoever
3.12 Alterations
3.12.1 Not to erect any new building or new structure within the Demised
Premises or any part thereof nor to alter, add to or change the exterior of the
Demised Premises or the height, elevation or external architectural or
decorative design or appearance of the Demised Premises nor to merge the Demised
Premises with any adjoining property
3.12.2 Not to make any external or internal structural alterations or additions
to the Building
3.12.3 Not to make any alterations or additions to any air- conditioning,
sprinkler, alarm and other centrally controlled systems (other than security
systems installed by the Tenant) in the Demised Premises or the Conducting Media
within or serving the Demised Premises without
2l
3.12.4 obtaining the prior written consent of the Landlord (such consent not to
be unreasonably withheld or delayed) And in the event of the Tenant wishing to
make alterations or additions to such centrally controlled systems it shall be
reasonable for the Landlord to withhold consent to such alterations and
additions unless the Tenant agrees to employ a contractor nominated by the
Landlord for the carrying out of such work subject to such nominee being
prepared to carry out such work on reasonable commercial terms
3.12.5 Not to make any alterations or additions whatsoever (save as provided in
sub-clause 3.12.11 below) not prohibited by sub-clauses 3.12.1 or 3.12.2 or
3.12.3 without obtaining the prior written consent of the Landlord (such consent
not to be unreasonably withheld or delayed) Not to alter or change the colour of
lighting within any part of the Demised Premises which lighting is visible from
outside the Demised Premises or from other parts of the Estate or which would
affect floodlighting belonging to the Landlord or the Superior Landlord without
obtaining the prior written consent of the Landlord (such consent not to be
unreasonably withheld or delayed)
3.12.6 Subject to the rights granted in the Second Schedule, not to erect or
display on the exterior of the Demised Premises or in the windows thereof so as
to be visible from the exterior or within the curtilage of the Demised Premises
any pole, flag, aerial, advertisement, poster, signboard, fascia, placard, bill
notice or other sign or thing whatsoever
3.12.7 To ensure that all partitioning connecting to the perimeter walls within
the Demised Premises is installed only to the mullions between windows and not
to obstruct or block up whether by partitioning, or fittings any external
windows to the furniture or furnishings Demised Premises
3.12.8 Not to install any curtains, blinds or other window coverings other than
those supplied by the Landlord except as approved in writing by the Landlord
from time to time (such approval not to be unreasonably withheld or delayed)
3.12.9 Promptly to make good all damage caused to any adjoining property in the
carrying out of any alterations or additions to the Demised Premises
3.12.10 In the event that the Tenant shall carry out any alteration or addition
to the Demised Premises to notify the Landlord in writing immediately following
completion of such works of any resulting increase in the cost of reinstatement
to the Demised Premises for insurance purposes
22
3.12.11 Without prejudice to the other provisions of this Lease, the Tenant may
without the consent of the Landlord install, remove and carry out alterations or
additions to the internal demountable partitioning, suspended ceilings, raised
floors and wiring PROVIDED THAT:
a) the same do not interfere with the efficient working of the Service
Systems;
b) before any works contemplated by this sub-clause 3.12.11 are commenced,
the Tenant shall supply to the Landlord fully annotated drawings which
have been approved by the Local Fire Officer or District Surveyor;
c) the Tenant obtains the approval of the Landlord to the arrangements
that are necessary to bring materials and goods into the Demised
Premises by way of the Building Common Parts; and
d) the Tenant notifies the Landlord immediately following the carrying out
of the said works and supplies two copies of plans for the parts of the
Demised Premises affected thereby showing the same
3.12.12 In the event of the Tenant failing to observe the covenants in this
Clause 3.12 for a period of twenty-eight (28) days after service of written
notice by the Landlord on the Tenant referring to this sub-clause and giving
details of the default complained of it shall be lawful for the Landlord and its
agents or surveyors with or without workmen and others and all persons
authorised by the Landlord with all necessary materials and appliances to enter
upon the Demised Premises and remove any alterations or additions and execute
such works as may be necessary to restore the Demised Premises to their former
state and the proper costs and expenses thereof (including surveyors* and other
professional tees) shall be paid by the Tenant to the Landlord on demand
3.13 Appearance of Demised Premises
3.13.1 To keep every part of the Demised Premises visible from outside the
Demised Premises or from any other parts of the Estate clean and tidy and in
such condition as shall not detract from the overall visual amenities of the
Estate or the Building
3.13.2 To keep clean and tidy, well tended, cultivated, planted and landscaped
(as applicable) any open areas within the Demised Premises and not to store
goods, materials or other things on any such open areas or outside the Demised
Premises
23
3.13.3 Not to interfere with any lamps for illuminating the Estate (including
without limitation any street road plaza mall walkway or arcade) or any street
and directional signs serving the Estate
3.14 Comply with Fire Regulations
3.14.1 To comply with the requirements and lawful and proper recommendations of
the fire authority, the insurers of the Demised Premises and reasonable
requirements of the Landlord in relation to fire precautions affecting the
Demised Premises
3.14.2 To keep the Demised Premises supplied and equipped with such fire
fighting and extinguishing appliances as shall be required by any statute, the
fire authority or the insurers of the Demised Premises 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
3.14.3. Not to obstruct the access to, or means of working of, any fire fighting
and extinguishing appliances or the means of escape from the Demised Premises in
case of fire or other emergency
3.15 Carrying out of alterations
3.15.1 Without prejudice to the provisions of Clause 3.12 or to any covenants
and conditions which the Landlord shall require or impose in giving consent for
alterations or additions to the Demised Premises where the Landlord's consent is
required under the provisions of Clause 3.12 or is otherwise given by the
Landlord, any alterations, additions, repairs, replacements or other works
carried out by the Tenant or any undertenant to or in respect of the Demised
Premises shall be performed promptly and in a good and workmanlike manner and in
compliance with rules and regulations reasonably promulgated by the Landlord
from time to time and notified in writing to the Tenant and any works the
carrying out of which may, in the Landlord's reasonable opinion, constitute a
nuisance or disrupt the businesses or activities of other tenants or occupiers
of the Building or the Estate or the public shall be performed outside the hours
of 6.30 am to 7.30 pm on Monday to Friday (inclusive)
3.15.2 Any alterations affecting the appearance of the Demised Premises from
outside the Demised Premises or from any other parts of the Estate shah, at the
Landlord's option, be performed at the Tenant's expense by the Landlord or by
contractors designated by the Landlord at a reasonable time specified by the
Landlord and at a reasonable cost and to the reasonable satisfaction of the
Tenant and, unless otherwise expressly agreed to the contrary from time to time
between the Landlord and the Tenant, all materials supplied and work performed
by the Landlord for the Tenant pursuant to this Clause shall be paid for by the
Tenant to the
24
Landlord within fourteen (14) days of completion of such works to the Tenant's
reasonable satisfaction.
3.16 User Restrictions
3.16.1 Not to use the Demised Premises or any part thereof for any political
meeting nor for any dangerous noxious or offensive trade or business whatsoever
3.16.2 Not to use the Demised Premises or any part thereof or permit or suffer
the same to be used for the purpose of any betting transaction within the
meaning of the Betting Gaming and Lotteries Act 1963 or for gaming within the
meaning of the Gaming Act 1968 with or between persons resorting to the Demised
Premises or for a club where intoxicating liquor is supplied to members or their
guests and not to make or permit or suffer to be made any application for a
betting office licence or a licence or registration under the `Gaming Act 1968
in respect of the Demised Premises or any part thereof
3.16.3 Not to permit any sale by auction or public meeting to be held upon the
Demised Premises nor to permit or suffer to be done in or upon the Demised
Premises or any part thereof any act or thing which is illegal or immoral or
which shall or may be or become a nuisance, damage, annoyance or inconvenience
to the Landlord or its tenants or the occupiers of any adjoining or neighbouring
premises
3.16.4 Not to use the Demised Premises for residential or sleeping purposes or
hold any exhibitions or displays on the Demised Premises
3.16.5 Not to use the Demised Premises as offices for the purpose of turf
accountants estate agency travel agency staff agency or employment agency
3.16.6 Not to use the Demised Premises or any part thereof as offices for a
Department of Her Majesty's Government without obtaining the prior written
consent of the Landlord such consent not to be unreasonably withheld or delayed
3.17 User
Subject to the provisions of Clause 3.16, not to use the Demised Premises
thereof or suffer the same to be used otherwise than for the Permitted User
3.18 Encroachments and easements
Not to stop up, darken or obstruct any windows or lights belonging to the
Demised Premises or any other buildings belonging to the Landlord or permit any
new window, light, opening, doorway, path, passage, drain or other encroachment
or easement (together "Easements")
25
to be made of acquired in against out of or upon the Demised Premises and that
in case any such Easements shall be made or acquired or attempted to be made o
acquired the Tenant will give immediate notice thereof to the Landlord and will
at the request of the Landlord adopt such means as may be reasonably required or
deemed proper for preventing any such encroachment
3.19 Alienation
3.19.1 Not to assign, underlet, mortgage, charge, agree to underlet, share or
part with the possession or occupation of, or permit any person or company to
occupy, the whole or any part of the Demised Premises save as expressly set out
in this Clause 3.19
3.19.2 Not to assign, underlet or permit the occupation of the Demised Premises
or any part thereof by, or the vesting of any interest or estate therein, in any
person, firm, company or other body or entity which has the right to claim
diplomatic immunity or exemption in relation to the observance and performance
of the covenants and conditions of and contained in this Lease unless such
immunity or exemption is capable of being and has been effectively waived,
disclaimed or otherwise negatived to the reasonable satisfaction of the Landlord
3.19.3 Not to assign the whole of the Demised Premises without first obtaining:
a) a deed of covenant by the prospective assignee with the Landlord
thenceforth to pay the rents hereby reserved and to observe and perform
the covenants and obligations on the part of the Tenant herein
contained for the residue of the Term; and
(b) if the Landlord shah reasonably so require, an acceptable
guarantor for any person to whom this Lease is to be assigned who shall
execute and deliver to the Landlord a deed containing a direct covenant
with the Landlord in the terms contained in the Eighth Schedule
(mutatis mutandis)
3.19.4 Not to underlet the whole of the Demised Premises without first
procuring: to be made or acquired in against out of or upon the Demised Premises
and that in case any such Easements shall be made or acquired or attempted to be
made or acquired the Tenant will give immediate notice thereof to the Landlord
and will at the request of the Landlord adopt such means as may be reasonably
required or deemed proper for preventing any such encroachment or the
acquisition of any such Easements (and the Tenant shall bear such proportion of
its own costs as shall be reasonable in the circumstances the Landlord paying
the balance)
(a) that any underlease to be granted hereunder shall:
i) be granted without a fine or premium and at a rent not less
than the then open market yearly rental value of the Demised
Premises at the time of
such underlease;
26
(ii) contain provisions for rent review in an upward direction only
at least at such times as to coincide with the rent reviews
provided for in this Lease and otherwise consistent with the
terms set out in the Fifth Schedule;
(iii) contain a condition for reentry on breach of any covenant by
the undertenant;
(iv) contain the same or greater restrictions (mutatis mutandis) as
to assignment, underletting, mortgaging, charging, agreeing to
underlet, parting with or sharing the possession or occupation
of the Demised Premises and the same provisions (mutatis
mutandis) for direct covenants and registration as are in this
Lease;
(v) contain a covenant by the under-tenant to perform and observe
all the Tenant's covenants and the other provisions contained
in this Lease (other than the payment of the rent first hereby
reserved);
(vi) contain a covenant by the undertenant prohibiting the
under-tenant from doing or suffering any act or thing upon or
in relation to the premises underlet inconsistent with or in
breach of the provisions of this Lease; and
(vii) be in a form previously approved by the Landlord (such
approval not be unreasonably withheld or delayed)
b) (i) a direct covenant by the prospective undertenant with the Landlord
to perform and observe all the Tenant's covenants and the other provisions
contained in this Lease (other than the payment of the rents) and the proposed
underlease (other than the payment of the rents save following the termination
or surrender of this Lease and the continued existence of the underlease); and
(ii) if the Landlord shall reasonably so require, a reasonably
acceptable guarantor for any person to whom the Demised Premises are to be
underlet who shah execute and deliver to the Landlord a deed containing direct
covenants by such guarantor (or if more than one such guarantor joint and
several covenants) with the Landlord in the terms contained in the Eighth
Schedule (mutatis mutandis) or in such other terms from time to time reasonably
required by the Landlord
27
3.19.5 Not to underlet any part of the Demised Premises Provided however that
the Tenant may underlet a Permitted Part upon first procuring:
a) that any underlease to be granted of a Permitted Part shall:
(i) be granted without fine or premium and at a rent not less
than the open market yearly rental value of the Permitted Part so underlet at
the time of such underlease as approved by the Landlord (such approval not to be
unreasonably withheld or delayed);
(ii) contain provisions for rent review in an upward direction only at least at
such times as to coincide with the rent reviews provided for in this Lease and
otherwise consistent with the terms set out in this Lease (mutatis mutandis);
(iii) contain a condition for re-entry on breach of covenant
by the undertenant;
(iv) contain an agreement between the lessor and lessee
excluding the provisions of Sections 24 to 28 (inclusive) of the Landlord and
Tenant Act 1954 and an order of a competent court shall have been obtained under
the provisions of Section 38(4) of the Landlord and Tenant Act 1954 authorising
such agreement in relation to such intended underlease and a certified copy of
such order produced to the Landlord;
(v) contain an absolute covenant on the part of any
prospective undertenant not to assign, underlet, mortgage, charge, agree to
underlet, share or part with the possession or occupation of, or permit any
person or company to occupy, the whole or any part of the premises to be
comprised in such underlease save by way of an assignment, underlease, mortgage
or charge of the whole of the Permitted Part comprised in such underlease and
upon the same terms (mutatis mutandis) to those relating to assignments
underleases or mortgages or charges of the whole of the Demised Premises under
this Lease and with the consent of the Landlord under this Lease (which shall
not be unreasonably withheld or delayed);
(vi) contain a covenant by the prospective undertenant to
perform and observe all the Tenant's covenants and other provisions contained in
this
28
Lease (other than the payment of rents) so far as the
same are applicable to the Permitted Part to be thereby demised;
(vii) contain a covenant by the undertenant prohibiting the
undertenant from doing or suffering any act or thing upon or in relation to the
premises underlet inconsistent or in breach of the provisions of this Lease;
(viii) contain provisions for a service charge in relation to
the Permitted Part on institutionally acceptable terms and in a form previously
approved by the Landlord (such approval not to be unreasonably withheld or
delayed); and
(ix) be in a form previously approved by the Landlord (such
approval not to be unreasonably withheld or delayed)
b) that as a result of such underletting there will be not more than three
separate persons or bodies corporate in occupation of or entitled to take
occupation of the Demised Premises including any person or body corporate in
occupation or entitled to take occupation of any part of the Demised Premises
under this Lease but excluding any body corporate in occupation or entitled to
take occupation of any part of the Demised Premises pursuant to sub-clause
3.19.12 hereof Provided That for the purposes of calculation of the number of
persons or bodies corporate in occupation or entitled to take occupation of the
Demised Premises partners in a partnership together shall constitute one such
person or body corporate
(c) (i) a direct covenant by the prospective undertenant with the Landlord
to perform and observe all the Tenant's covenants and any other provisions
contained in this Lease (other than the payment of the rents) so far as the same
are applicable to the premises to be thereby demised and in the proposed
underlease (other than the payment of rents save following termination or
surrender of this Lease and the continued existence of the underlease); and
(ii) if the Landlord shall so reasonably require, a reasonably
acceptable guarantor for any such undertenant shall execute and deliver to the
Landlord a deed containing covenants by such guarantor (or if more than one such
guarantor joint and several covenants) with the Landlord in the terms contained
in the Eighth Schedule (mutatis mutandis) or on such other terms from time to
time reasonably required by the Landlord
29
3.19.6 Not to assign, underlet, mortgage or charge the whole of the Demised
Premises without the prior written consent of the Landlord (which shall not be
unreasonably withheld or delayed) and not to underlet any part of the Demised
Premises without the prior written consent of the Landlord (which shah not be
unreasonably withheld or delayed) Provided That the Tenant may without the
Landlord's consent grant floating charges over its property and undertaking in
the usual course of its business
3.19.7 To enforce the performance and observance by every such under-tenant of
the covenants provisions and conditions of any underlease and not at any time
either expressly or by implication to waive any breach of the same without the
prior written consent of the Landlord (such consent not to be unreasonably
withheld or delayed)
3.19.8 Not to vary the terms of any permitted underlease or agree so to do
without the prior written consent of the Landlord (such consent not to be
unreasonably withheld or delayed)
3.19.9 (a) To procure that the rents reserved by any permitted underlease shall
not be commuted or payable more than one quarter in advance; and
(b) Not to permit the reduction of any rents reserved by any such
underlease without the prior written consent of the Landlord (such consent not
to be unreasonably withheld or delayed)
3.19.10 To procure in any permitted underlease that the rent is reviewed under
such underlease in accordance with the terms thereof but not to agree any
reviewed rent with the undertenant nor any rent payable on any renewal thereof
without the prior written consent of the Landlord (such consent not to be
unreasonably withheld or delayed) and to procure that if the rent under any
underlease is to be determined by an independent person to procure that the
Landlord's representations as to the rent payable thereunder are made to the
independent person appointed to determine the rent under the underlease to the
reasonable satisfaction of the Landlord
3.19.11 Any consent granted hereunder shall only be valid for a period of six
(6) months from the date thereof unless acted upon within such period
3.19.12 If and so long as the Tenant or any permitted undertenant hereunder for
the time being shall be a company whose registered office is in the United
Kingdom nothing in this Clause 3.19 shah prevent the Tenant or any permitted
under-tenant from sharing occupation of the whole or any part or parts of the
Demised Premises with any Group Company of the Tenant or permitted under-tenant
(as the case may be) provided that:
30
(a) the registered office of the Group Company shall also be in the
United Kingdom;
(b) no relationship of landlord and tenant shall be created or be
deemed to exist between such Group Company and the Tenant or undertenant (as the
case may be); and
(c) the right of any company to share possession of the Demised
Premises or any part or parts thereof as aforesaid shall forthwith determine
upon such company ceasing to be a Group Company or upon the Tenant or permitted
undertenant ceasing to be in occupation of the Demised Premises or the part
underlet as the case may be
3.20 Disclosure of information
Within twenty-one (21) days of written request made by or on behalf of the
Landlord made not more than once in any twelve (12) month period but otherwise
as often as the Landlord may reasonably require to furnish to the Landlord in
writing and with a plan (as appropriate) details of those in occupation of the
Demised Premises and the user thereof and the rents payable in respect thereof
and to supply copies of any documents relating thereto Provided that for the
avoidance of doubt the Tenant shall not be required to give details of all
employees having resort to the Demised Premises
3.21 Registration of dispositions
Within twenty-one (21) days after any assignment, mortgage, charge or
underletting or the assignment, mortgage or charge of an underlease or the grant
of any sub-underlease out of an underlease whether immediate or mediate or after
any devolution by will or otherwise to produce to the Solicitor for the time
being of the Landlord a certified copy of the deed or instrument effecting the
same and pay its and any Superior Landlord's reasonable and proper fee for the
registration thereof
3.22 Signs and advertisements
On the expiration or sooner determination of the Term, to remove or efface any
aerial, sign, signboard, fascia, placard, bill, notice or other notification or
apparatus affixed to or upon the outside of the Demised Premises or otherwise
within the Building and to make good any damage caused thereby to the reasonable
satisfaction of the Landlord's Surveyor
3.23 Overloading floors and services
3.23.1 Not to impose or permit to be imposed on the floor of the Demised
Premises any load in excess of that which it is designed to bear and not to
suspend or permit to be suspended from the ceiling slabs and/or beams of the
Demised Premises any load in excess of that which it is designed to bear
3l
3.23.2 Without prejudice to the provisions of sub-clause 3.23.1, not to do
anything which may subject the Demised Premises to any strain beyond that which
it is designed to bear with due margin for safety and to pay to the Landlord on
demand all costs reasonably incurred by the Landlord in obtaining the opinion of
a qualified structural engineer as to whether the structure of the Demised
Premises or the Building is being or is about to be overloaded
3.23.3 To observe the weight limits prescribed for all lifts in the Demised
Premises
3.23.4 Not to install or use any electrical equipment unless it has been fitted
with an efficient suppressor so as to prevent any interference with radio or
television reception or the operation of any equipment in the Building or the
Estate or in any adjoining property
3.23.5 Promptly to provide details to the Landlord of the installation of all
wiring, `cabling and other conducting material installed by or at the request of
the Tenant or any under-tenant in respect of video, data and sound
communications, including telephone
3.23.6 In so far as such consent is required from the Tenant the Tenant hereby
consents to the disclosure by any public telecommunications operator to the
Landlord of details of all telecommunication, cables or apparatus installed in
or upon any part of the Demised Premises or the Building or the Estate
3.23.7 To comply with the recommendations and data contained in all maintenance
manuals relating to the constituent parts of the Demised Premises and all
Fixtures and otherwise in accordance with the Tenant's covenants hereunder
3.24 Dangerous materials and use of machinery
3.24.1 Not to bring into or keep in the Demised Premises any article or thing
which is or is likely to become dangerous, offensive, combustible, inflammable,
radioactive or explosive or which might increase the risk of fire or explosion
or which would cause nuisance or damage to the Landlord or any tenant owner or
occupier of any part of any adjoining property or the Building or the Estate
PROVIDED THAT this Clause 3.24.1 shall not prevent the use of goods and
machinery utilized in connection with a modern office building and the
activities carried on thereat
3.24.2 Not to keep or operate in the Demised Premises any machinery or
mechanical equipment which shall be unduly noisy or cause vibration or
electrical or other interference or which is likely to annoy or disturb the
other tenants and occupiers of the Estate or any adjoining property
32
3.24.3 Not to install on any part of the Demised Premises any machinery engine
or other apparatus in contravention of the Factories Act 1961
3.24.4 Not to permit music or other sounds or noise to be played, broadcast,
transmitted or otherwise produced within the Demised Premises which are audible
outside the Demised Premises
3.25 Interest on overdue Payments
3.25.1 If any sum payable by the Tenant to the Landlord under this Lease shall
not be paid by way of cleared funds, in the case of the rent firstly hereby
reserved, on the due date for payment thereof, or in the case of other sums
payable hereunder, within fourteen (14) days of the same becoming due to pay to
the Landlord interest thereon at an annual rate equal to four per cent (4%)
above the Interest Rate from time to time calculated on a day to day basis
(compounded with quarterly rests) from the date of the same becoming due down to
the date of payment in cleared funds (whether before or after any judgment) and
the aggregate amount for the time being so payable shall at the option of the
Landlord be recoverable by action or otherwise as rent in arrear
3.25.2 If collection of rent has been suspended by the Landlord for breach of
covenant the Tenant shall when the breach has been made good to the reasonable
satisfaction of the Landlord or when the Lease shall be forfeited (as the case
may be) pay to the Landlord in addition to the arrears of rent then due interest
thereon at the annual rate of four per cent (4%) above the Interest Rate from
time to time such interest to be calculated on a day-today basis (compounded
with quarterly rests) from the date that rent became due down to the date of
actual payment in cleared funds (whether before or after judgment) and the
aggregate amount of interest so payable shall be recoverable in the same manner
as provided in Clause 3.25.1 above for the recovery of interest payable
thereunder
3.26 Indemnity
To indemnify the Landlord against all claims, demands, actions, proceedings,
losses, liabilities, costs, charges and expenses whatsoever, whether direct or
indirect, in respect of or incurred in connection with any damage or injury
occasioned to the Demised Premises or the Building or the Estate or any adjacent
or neighbouring premises or any person or any other property movable or
immovable (save to the extent that the same is covered by any insurance policy
effected by the Landlord) by any act default or negligence of the Tenant or any
undertenants or others deriving an interest in the Demised Premises from the
Tenant
33
or of the servants agents licensees or invitees thereof or by any breach of the
covenants on the part of the Tenant herein contained
3.27 Covenants affecting the reversion
3.27.1 To perform and observe the covenants agreements and obligations mentioned
or contained in the documents referred to in the Fourth Schedule so far as they
relate to or affect the Demised Premises
3.27.2 At all times to keep the Landlord indemnified against all actions
proceedings losses costs damages claims demands and liability whatsoever whether
direct or indirect for or in respect of any breach which may be committed or
suffered by the Tenant from time to time during the Term of any of the said
covenants, agreements and conditions
3.28 Defective Premises
Forthwith upon becoming aware of any defect in the Demised Premises or when the
Tenant ought reasonably to have become aware of any defect, to give written
notice to the Landlord of any defect in the Demised Premises which might give
rise to an obligation on the Landlord to do or refrain from doing any act or
thing so as to comply with the duty of care imposed on the Landlord pursuant to
the Defective Premises Act 1972 and at all times to display and maintain all
notices which the Landlord may from time to time reasonably require to be
displayed in relation thereto
3.29 Value Added Tax
3.29.1 Where by virtue of any of the provisions of this Lease the Tenant is
required to pay, repay or reimburse to the Landlord or any person or persons any
rents, costs, charges, fees, expenses or other sums or amounts whatsoever in
respect of the supply of any goods and/or services by the Landlord or any other
person or persons, the Tenant shall also be required in addition to pay or (as
the case may be) keep the Landlord indemnified against:
a) the amount of any Value Added Tax which may be chargeable on such rents,
costs, charges, fees, expenses or other sums or amounts whatsoever in respect of
the supply of any goods and/or services as aforesaid by the Landlord to the
Tenant; and
b) the amount of Value Added Tax chargeable on the Landlord or any other person
in respect of supplies the cost of which is included in the calculation of the
sums which the Tenant is required to pay, repay or reimburse to the Landlord,
save to the extent that such Value Added Tax is recoverable by the Landlord or
other persons
34
For the avoidance of doubt but without prejudice to the provisions of the VAT
Deed the Landlord shall not be under a duty to exercise or not exercise any
option or right conferred on the Landlord by the legislation relating to Value
Added Tax (including any regulations made thereunder) so as to reduce or avoid
any liability to Value Added Tax referred to in (a) or (b) above
3.29.2 Where under any provision of this Lease the Tenant agrees to pay any
amount of money or to provide any consideration, such amount or, as the case may
be, such consideration shall be regarded as exclusive of any Value Added Tax
which may from time to time be chargeable in respect thereof
3.30 Estate Regulations
In so far as the same relate to the Demised Premises or the activities, acts or
omissions of the Tenant or any undertenant or any persons under its or their
control, to comply or procure compliance with the Estate Regulations and such
other substituted or additional reasonable Estate Regulations as the Superior
Landlord or the Landlord or other the person responsible for providing the
Estate Services may from time to time notify in writing to the Tenant for the
general management, overseeing and security of the Estate
3.31 Building Regulations
In so far as the same relate to the Demised Premises or the activities, acts or
omissions of the Tenant or any undertenant or any persons under its or their
control, to comply or procure compliance with the Building Regulations and such
other substituted or additional reasonable Building Regulations as the Landlord
may from time to time notify in writing to the Tenant for the general
management, overseeing and security of the Building
3.32 Electricity Supply
3.32.1 To comply with the covenants stipulations and requirements on the part of
the Tenant contained in the Eleventh Schedule hereto
3.32.2 In the event of any change in legislation which restricts or prohibits
the Landlord from supplying electricity to the Demised Premises, the Tenant will
negotiate in good faith with the Landlord to reach agreement as to such
alternative arrangements that are necessary to maintain such supply to the
Demised Premises either by the Landlord or the electricity supply company
3.33 Taxation
To indemnify the Landlord against all liability f6r any tax, levy, charge or
other fiscal imposition of whatsoever nature (including, but not limited to,
penalties and interest on
35
overdue tax and penalties for failure to give appropriate notices and
information) arising from any breach by the Tenant of its obligations hereunder
(but not income tax or corporation tax on any sums payable under Clause 3.25)
and on demand to pay to the Landlord the amount of the tax, levy, charge or
fiscal imposition which in default of payment shall be recoverable from the
Tenant as rent in arrear
3.34 As to the Head Lease
3.34.1 (Save to the extent that the Landlord expressly undertakes the same in
this Lease) to perform and observe the tenant's covenants and agreements and the
conditions and provisions contained in the Head Lease to the extent to which
they relate to or affect the Demised Premises (and so that no inconsistency
between the terms and provisions of this Lease and the Head Lease shall relieve
the Tenant of its obligations so to perform and observe the said covenants as
aforesaid contained in the Head Lease) AND to indemnify and keep indemnified the
Landlord against all actions, proceedings, claims, demands, damages, losses,
liability, costs, charges, penalties, interest, fines, fees and expenses
whatsoever arising out of or by reason of or incidental to any breach of the
covenant contained in this Clause 3.34
3.34.2 Not at any time to do omit or suffer anything whereby the Head Lease may
be avoided or forfeited
3.34.3 (Subject to the conditions for entry contained in Clause 3.8.1 in the
case of the Landlord) to allow the Landlord and all persons authorised by the
Landlord and also the Superior Landlord and all persons authorised by the
Superior Landlord at reasonable times and after giving reasonable written notice
(except in an emergency) to enter the Demised Premises and to perform therein
any of the covenants and agreements on the part of the lessee under the Head
Lease which may be necessary to prevent a forfeiture of the Head Lease
4. LANDLORD'S COVENANTS
THE Landlord HEREBY COVENANTS with the Tenant as follows:
4.1 Quiet Enjoyment
That, subject to the Tenant paying the rents hereby reserved and observing and
performing the several covenants and stipulations on the part of the Tenant
herein contained, the Tenant shall and may peaceably and quietly hold and enjoy
the Demised Premises during the Term without any lawful interruption or
disturbance from or by the Landlord or any person or persons lawfully or
equitably claiming under or in trust for it Provided that the carrying on of any
works of construction, rebuilding, reinstatement, repair, alteration, addition
or variation whatsoever in the Building or on the Estate or any neighbouring or
adjoining
36
property shall (provided the Landlord uses all reasonable endeavours to cause as
little nuisance and disturbance and inconvenience as reasonably possible and
carries out all works as expeditiously as reasonably possible and in a good and
workmanlike manner and forthwith making good all damage caused to the Demised
Premises) be deemed not to be a breach of this covenant and not to be in
derogation from the Landlord's grant
4.2 Head Lease
To pay the rents reserved and made payable by and to observe and perform the
covenants on the part of the lessee contained in the Head Lease (save to the
extent to which the covenants are expressed to be or are due to be observed and
performed by the lessee under this Lease) and, at the request and cost (or a due
proportion thereof) of the Tenant, to use its reasonable endeavours to procure
that the Superior Landlord observes and performs the covenants on its part
contained in the Head Lease (and the Landlord shall if reasonably so required
commence legal proceedings where there is a reasonable prospect of such
proceedings being successful)
4.3 Estate Services
Subject to payment by the Tenant of the Estate Service Charge and subject to
Force Majeure at all times during the Term to carry out, provide, manage and
operate or procure to be carried out, provided, managed and operated such of the
Estate Services as the Landlord shall reasonably consider appropriate for the
beneficial enjoyment and use of the Demised Premises Provided that:
4.3.1 in performing such obligations the Landlord shah be entitled in its
discretion to employ managing agents, contractors or such other persons as the
Landlord may from time to time reasonably think fit (including employing any
Group Company of the Landlord to provide any of the Estate Services and for the
avoidance of doubt any such Group Company shall be entitled to charge at a
commercial rate for so doing) and whose reasonable and proper fees and expenses
(including Value Added Tax) shah form part of the Estate Expenditure;
4.3.2 the Landlord shah not incur any liability in respect of any failure or
interruption or delay in the performance or observance of any such obligations
which is the result of Force Majeure or which is not attributable to the willful
default or negligence of the Landlord its servants and agents Provided that the
Landlord uses all reasonable endeavours to make good the default and end the
interruption or delay as soon as reasonably practicable;
4.3.3 the Landlord may from time to time discontinue the supply of any of the
Estate Services or reduce the degree to which any of the Estate Services are
provided (with prior notification in writing to the Tenant and after having had
regard to any representations made by the
37
Tenant) if in the interest of good estate management of the Estate it reasonably
considers it appropriate to do so;
4.3.4 the obligations of the Landlord to the Tenant in relation to the provision
of the Estate Services are as set out in this Clause 4.3 and nothing elsewhere
in this Lease shall have the effect (by implication or otherwise) of adding to
or extending or increasing those obligations and any term which would otherwise
be implied by Sections 13, 14 or 15 of the Supply of Goods and Services Act 1982
or (except where and to the extent that exclusion is thereby prohibited) any
other statute is hereby expressly negatived;
4.3.5 if the Landlord is no longer the freeholder of the Estate Common Parts and
no longer responsible for providing the Estate Services then the obligations
contained in this Clause 4.3 shall cease save that thereafter the Landlord
shall, at the request and cost of the Tenant, use all reasonable endeavours to
enforce the obligations on the part of the Landlord's lessor under the Headlease
in relation to the provision of the Estate Services (including the commencement
of legal proceedings where there is a reasonable prospect of success)
4.4 Building Services
Subject to payment by the Tenant of the Building Service Charge and subject to
Force Majeure at all times during the Term to carry out, provide, manage and
operate such of the Building Services as the Landlord shall reasonably consider
appropriate for the beneficial enjoyment and use of the Demised Premises
Provided that:
4.4.1 in performing such obligations the Landlord shall be entitled in its
discretion to employ managing agents, contractors or such other persons as the
Landlord may from time to time reasonably think fit (including employing any
Group Company of the Landlord to provide any of the Building Services and for
the avoidance of doubt any such Group Company shah be entitled to charge a
commercial rate for so doing) and whose reasonable and proper fees and expenses
(including Value Added Tax) shall form part of the Building Expenditure;
4.4.2 the Landlord shall not incur any liability in respect of any failure or
interruption or delay in the performance or observance of any such obligations
which is the result of Force Majeure or which is not attributable to the wilful
default or negligence of the Landlord its servants or agents provided that the
Landlord uses all reasonable endeavours to make good the default and end the
interruption or delay as soon as reasonably practicable;
4.4.3 the Landlord may from time to time discontinue the supply of any of the
Building Services or reduce the degree to which any of the Building Services are
provided (with prior notification in writing to the Tenant and after having had
regard to any representations made
38
by the Tenant) if in the interests of good estate management of the Building i
reasonably considers it appropriate to do so;
4.4.4 the obligations of the Landlord to the Tenant in relation to the provision
of the Building Services are as set out in this Clause 4.4 and nothing elsewhere
in this Lease shall have the effect (by implication or otherwise) of adding to
or extending or increasing those obligations and any term which would otherwise
be implied by Sections 13, 14 or 15 of the Supply of Goods and Services Act 1982
or (except where and to the extent that exclusion is thereby prohibited) any
other statute is hereby expressly negatived
4.5 Electricity Supply
Subject to the payment by the Tenant to the Landlord of the Electricity Charge,
at all times during the Term subject to Force Majeure to maintain the supply of
electricity to the Demised Premises in accordance with the provisions of the
Eleventh Schedule Provided that:
4.5.1 the Landlord shall not incur any liability in respect of any failure or
interruption or delay in the performance or observance of any such obligations
which is the result of Force Majeure or which is not attributable to the willful
default or negligence of the Landlord its servants or agents provided that the
Landlord uses all reasonable endeavours to make good the default and end the
interruption or delay as soon as reasonably practicable;
4.5.2 in the event of any change in legislation which restricts or prohibits the
Landlord from supplying electricity to the Demised Premises the Landlord will
negotiate in good faith with the Tenant to reach agreement as to such
alternative arrangements that are necessary to maintain such supply to the
Demised Premises either by the Landlord or the electricity supply company
4.5.3 the obligations of the Landlord to the Tenant in relation to the
provisions of the supply of electricity to the Demised Premises are as set out
in this Clause 4.5 and nothing elsewhere in this Lease shall have the effect (by
implication or otherwise) of adding to or extending or increasing those
obligations and any term which would otherwise be implied by Sections 13, 14 or
15 of the Supply of Goods and Services Act 1982 or (except where and to the
extent that exclusion is thereby prohibited) any other statute is hereby
expressly negatived
39
4.6 Void Costs
To pay and discharge that part of the Building Expenditure which relates to
Lettable Areas in the Building to the extent that the said areas are in fact
unlet during any Building Accounting Year (as hereafter defined)
5. PROVISOS
IT is HEREBY AGREED AND DECLARED as follows:
5.1 Forfeiture
Without prejudice to any other right remedy or power herein contained or
otherwise available to the Landlord:
5.1.1 if the rent reserved by this Lease or any part thereof shall be unpaid
for twenty-one (21) days after becoming payable (whether formally demanded or
not); or
5.1.2 if any of the covenants by the Tenant contained in this Lease shall not
be performed and observed; or
5.1.3 if the Tenant and/or the Guarantor (if any) (being a body corporate) has a
winding-up petition or a petition for an administration order presented against
it or passes a winding-up resolution (other than a resolution for the purposes
of an amalgamation or reconstruction resulting in a solvent corporation with a
net worth calculated in accordance with general accounting principles no less
than that on the day immediately prior to such amalgamation or reconstruction)
or resolves to present its own winding-up petition or is wound up (whether in
England or elsewhere) or the directors or shareholders of the Tenant or the
Guarantor resolve to present a petition for an administration order in respect
of the Tenant or an administrative Receiver or a Receiver or a Receiver and
Manager is appointed in respect of the property or any part thereof of the
Tenant or the Guarantor; or
5.1.4 if the Tenant and/or the Guarantor (if any) (being a body corporate) calls
or a nominee calls on its behalf a meeting of its creditors or any of them or
makes an application to the Court under Section 425 of the Companies Act 1985
(other than a scheme of arrangement for the purpose of amalgamation or
reconstruction on a solvent basis) or submits to its creditors or any of them a
proposal pursuant to Part I of the Insolvency Act 1986 or enters into any
arrangement, scheme, compromise, moratorium or composition with its creditors or
any of them (whether pursuant to Part I of the Insolvency Act 1986 or
otherwise); or
5.1.5 if the Tenant and/or the Guarantor (if any) (being an individual or if
more than one individual then any one of them) notifies the Official Receiver or
makes an application to
40
the Court for an interim order under Part VIII of the Insolvency Act 1986 or
convenes a meeting of his creditors or any of them or enters into any
arrangement scheme compromise moratorium or composition with his creditors or
any of them (whether pursuant to Part VIII of the Insolvency Act 1986 or
otherwise) or has a bankruptcy petition presented against him or is adjudged
bankrupt; or
5.1.6 (where the Tenant or the Guarantor is domiciled or incorporated in a
country other than England and Wales) if analogous proceedings or events to
those referred to in Clauses 5.1.3, 5.1.4, and 5.1.5 shall be instituted or
occur in the country of domicile or incorporation THEN and in any such case the
Landlord may at any time thereafter reenter the Demised Premises or any part
thereof in the name of the whole and thereupon the Term shall absolutely cease
and determine but without prejudice to any rights or remedies which may then
have accrued to the Landlord against the Tenant in respect of any of the
covenants contained in this Lease
5.2 Jurisdiction
For the avoidance of doubt and notwithstanding the domicile or place of business
of any party from time to time having an interest in this Lease, the same shall
be governed by and construed in all respects in accordance with the Laws of
England and proceedings in connection therewith shall be subject (and the
parties hereby submit) to the nonexclusive jurisdiction of the English Courts
and for the purposes of Order 10 Rule 3 of the Rules of the Supreme Court of
England and any other relevant Rules thereof the Tenant and the Guarantor hereby
irrevocably agree that any process may be served upon them by leaving a copy
addressed to them at their address stated herein or at such other address for
service within England and Wales as may be notified in writing from time to time
to the Landlord
5.3 No Implied Easements
Nothing herein contained shall impliedly confer upon or grant to the Tenant any
easement, right or privilege other than those expressly granted by this Lease
5.4 Exclusion of Warranty as to User
5.4.1 Nothing contained in this Lease or in any consent granted by the Landlord
under this Lease shall imply or warrant that the Demised Premises may be used
under the Planning Acts for the use herein authorised or any use subsequently
authorised
5.4.2 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 Planning Acts
4l
5.5 Limitation of Landlord's Liability
The Landlord shall not be liable to the Tenant nor shall the Tenant have any
claim against the Landlord in respect of: 5.5.1 Any loss or damage or
interference or annoyance suffered by the Tenant during the carrying out by the
Superior Landlord or the Landlord of repairs, decorations, additions,
alterations or other works whether structural or otherwise which may appear to
the Superior Landlord or the Landlord to be necessary or desirable to the Estate
Common Parts or to the Building Common Parts or to the Estate or to the Building
provided that, in the case of the Landlord only, the Landlord shall use all
reasonable endeavours to cause as little noise disturbance and inconvenience as
reasonably possible and carry out all such work as expeditiously as reasonably
possible and in a good and workmanlike manner and forthwith make good all damage
caused to the Demised Premises;
5.5.2 Any loss or inconvenience occasioned by the closing or breakdown of any
lift, escalator or other mechanical equipment or by the failure of power supply
to any lift escalator or other mechanical equipment or whilst any repairs are
carried out thereto Provided That the Landlord uses all reasonable endeavours to
reinstate the relevant service as soon as reasonably practicable;
5.5.3 Any loss of or damage to or theft from any car using the Car Park or any
loss or damage or injury suffered by any driver of or passenger in such car not
arising out of the willful negligence of the Landlord its servants or its agents
5.6 No Liability for Staff
No caretakers, porters, maintenance staff or other persons employed in respect
of the provision of Estate Services or Building Services shall be under any
obligation to furnish attendance or make available their services exclusively to
the Tenant or otherwise than in the provision of the Estate Services or the
Building Services and in the event of any such person employed as aforesaid
rendering any such exclusive or additional services to the Tenant such person
shall be deemed to be the servant of the Tenant for all purposes and the
Landlord shall not be responsible for the manner in which such exclusive or
additional services are performed nor for any damage to the Tenant or other
persons arising therefrom
5.7 Tenant's Fixtures and Fittings
All tenant's fixtures and fittings and other property of the Tenant not removed
by the Tenant pursuant to its covenant contained in Clause 3.4 within the period
of twenty-eight (28) days after the determination of the Term shall thereafter
be deemed to belong to the Landlord and
42
the Landlord shall be at liberty to dispose of the same as it thinks fit without
recourse to the Tenant
5.8 Development of Adjoining Property
Nothing contained in this Lease shall by implication of law or otherwise operate
to confer on the Tenant any easement, right or privilege whatsoever over or
against any other part of the Estate or the Building or any adjoining or other
property belonging to the Landlord or the Superior Landlord (whether forming
part of the Estate or the Building or not) which might restrict or prejudicially
affect the future rebuilding, alteration or development of any other part of the
Estate or the Building or such adjoining or other property nor (subject in the
case of the Landlord to the proviso to Clause 55.1) shall the Tenant be entitled
to compensation for any damage or disturbance caused by or suffered through any
such rebuilding, alteration or development nor (subject as aforesaid) shall the
Tenant make or permit to be made any objection to or claim in respect of any
works of construction, building, alteration, addition or repair carried out upon
any other part of the Estate or the Building or any land or property adjoining
or near any part of the Demised Premises by the Superior Landlord or the
Landlord or any persons authorised by the Superior Landlord or the Landlord
5.9 Notices
Section 196(4) of the Law of Property Act 1925 (as amended by the Recorded
Delivery Service Act 1962) shall apply to all notices and certificates required
to be given or served under this Lease
5.10 Effect of Waiver
5.10.1 Each of the Tenant's covenants shah remain in full force both at law and
in equity notwithstanding that the Landlord shall have waived any such covenant
or waived temporarily or permanently revocably or irrevocably a similar covenant
or similar covenants affecting other property belonging to the Landlord
5.10.2 Neither acceptance of any rents payable hereunder by the Landlord nor the
demand of any such rents by the Landlord shah constitute a waiver of any breach
by the Tenant of any of its obligations under this Lease
5.11 Covenants relating to adjoining property
Nothing contained in or implied by this Lease shah give the Tenant the benefit
of or the right to enforce or to prevent the release or modification of any
covenant, agreement or condition entered into by any tenant of the Landlord in
respect of any property not comprised in this Lease
43
5.12 Tenant not to object to works
Subject, in the case of the Landlord, to the proviso to Clause 5.5.1 hereof the
Tenant shall make no objection, complaint or representation and shall not
institute or take any proceedings whatsoever whether by way of injunction or for
damages or otherwise and shall not permit or suffer any undertenant or other
occupier of or any person with any interest in any part of the Demised Premises
to do any such things by reason or in consequence of any noise, disturbance,
annoyance or inconvenience occasioned by any works by or on behalf of the
Superior Landlord or the Landlord or any owner or tenant on any part of the
Estate or any adjoining property or building or the Building
5.13 No right of set-off etc.
The rents reserved by this Lease are exclusive rents and any present or future
law to the contrary notwithstanding shall not terminate nor shall the Tenant be
entitled to any abatement, reduction, set-off or deduction with respect to any
rents payable to the Landlord
5.14 Invalidity of certain provisions
If any term or provision of this Lease or the application thereof to any person
or circumstances shall to any extent be invalid or unenforceable the same shall
be severable from the remainder of this Lease and the remainder of this Lease or
the application of such term or provision to persons or circumstances other than
those as to which it is held invalid or unenforceable shall not be affected
thereby and each term and provision of this Lease shall be valid and be enforced
to the fullest extent permitted by law
5.15 Waiver etc. of regulations
5.15.1 The Landlord reserves the right to rescind, alter, add to or waive any of
the Building Regulations at any time where in the Landlord's reasonable opinion
it is desirable or proper on good estate management grounds (and the Landlord
shall notify the Tenant thereof forthwith following any such rescission,
alteration, addition or waiver) and the Tenant acknowledges the right of the
Landlord to rescind, alter, add to or waive any of the Building Regulations as
aforesaid
5.15.2 The Tenant acknowledges the right of the Superior Landlord or other the
person responsible for providing the Estate Services to rescind, alter, add to
or waive any of the Estate Regulations where in the reasonable opinion of the
Superior Landlord or other the person responsible for providing the Estate
Services it considers it desirable or proper on good Estate Management grounds
to do so (and the Landlord shall notify the Tenant thereof following the
Landlord receiving notice of any such rescission, alteration, addition or
waiver)
44
5.16 Party Walls
Any non-structural walls dividing the Demised Premises from any adjoining
property shall be deemed to be party walls within the meaning of the Law of
Property Act 1925 Section 38 and shall be maintained at the equally shared
expense of the Tenant and other respective owner
5.17 Exclusion of statutory compensation
Except where any statutory provision prohibits or modifies the right of the
Tenant to compensation being reduced or excluded by agreement neither the Tenant
nor any under-tenant (whether immediate or not) shall be entitled on quitting
the Demised Premises or any part thereof to claim any compensation from the
Landlord under the Landlord and Tenant Act 1954
5.18 Management Company
The Landlord may at any time within twenty-five (25) years from the date of this
Lease (which shall be the perpetuity period applicable thereto) establish at its
cost a Management Company for the purposes of providing the Estate Services and
operating the Estate Service Charge and/or a Management Company for the purposes
of providing the Building Services and operating the Building Service Charge in
relation to the Estate and the Building on the following terms and conditions
5.18.1 such Management Company shah undertake to the Tenant the relevant
obligations on the part of the Landlord contained in Clauses 4, 6, 7 and 8
respectively and any other obligations on the part of the Landlord under this
Lease relating thereto and the Landlord shall be released from such obligations;
5.18.2 the rent secondly hereby reserved (being the Estate Service Charge and
the Building Service Charge payable by the Tenant) shall be payable to the
Landlord or the Management Company (as the Landlord may direct);
5.18.3 the Landlord from time to time under this Lease shall guarantee the
obligations of the relevant Management Company
AND the Landlord and the Tenant and the Guarantor agree that they shall
respectively enter into a Deed supplemental to this Lease recording the same,
such Deed to be in a form prepared by the Landlord and approved by the Tenant
(such approval not to be unreasonably withheld or delayed) and to contain an
obligation on the part of the Management Company to enter into a deed in
substantially the same form as such Deed (mutatis mutandis) with any
45
assignee of the Tenant so as to covenant with such assignee that the Management
Company will observe and perform the covenants contained in Clauses 4, 6, 7 and
8 hereof
6. INSURANCE
THE Landlord and the Tenant HEREBY COVENANT with each other as follows:
6.1 Landlord to insure and keep insured with The Prudential Assurance Company
Limited or with some other insurer of repute nominated by the Landlord or with
Lloyds' Underwriters and through such agency as the Landlord may from time to
time determine and subject to such exclusions, excesses, limitations and
conditions as may be imposed by the insurers or contained in any policy of
insurance (such exclusions excesses limitations or conditions in both cases
being reasonably common in the insurance market at the time of imposition);
6.1.1 the Building against loss or damage by the Insured Risks in the
Reinstatement Cost of the Building (but excluding any Tenant's or under-tenant's
fitting-out works or other alterations and improvements to the Demised Premises
whether carried out before or after the date of this Lease);
6.1.2 the loss of rent from time to time payable or reasonably estimated to be
payable under this Lease taking account of any review of the rent which may
become due under this Lease for such period as the Landlord may from time to
time reasonably deem to be necessary (being not less than three years) having
regard to the likely period for obtaining planning permission and reinstating
the Demised Premises or such longer period as the Tenant may reasonably require;
6.1.3 engineering and electrical plant and machinery against loss or damage by
the Insured Risks in the Reinstatement Cost to the extent that the same is not
covered by sub-clause 6.1.1; and
6.1.4 property owner's liability and such other insurance as the Landlord may
from time to time reasonably deem necessary to effect
6.2 Evidence of insurance
At the request of the Tenant the Landlord shall produce to the Tenant reasonable
evidence from the insurers of the terms of the insurance policy and the fact
that the policy is subsisting and in effect
46
6.3 Destruction of Demised Premises
If the Demised Premises or any part thereof are destroyed or damaged by any of
the Insured Risks then: 6.3.1 unless payment of the insurance monies shall be
refused in whole or in any part by reason of any act or default of the Tenant or
any undertenant or any person under its or their control (save where the Tenant
has paid to the Landlord any shortfall); and
6.3.2 subject to the Landlord being able to obtain any necessary planning
permission and all other necessary licences, approvals and consents in respect
of which the Landlord shall use all reasonable endeavours to obtain (but shall
not be obliged to institute any appeal); and
6.3.3 subject to Force Majeure and to Clause 6.5
the Landlord shall lay out the net proceeds of such insurance, other than any in
respect of loss of rent or arising under Clause 6.1.4, (as soon as reasonably
practicable) in the rebuilding and reinstatement of the premises so destroyed or
damaged substantially as the same were prior to any such destruction or damage
with such variations as the Landlord may reasonably require or as may be
requisite in accordance with the requirements of planning control and/or
building and/or other regulations and in case any such moneys shall be
insufficient for that purpose the Landlord shall make up any such deficiency out
of its own moneys
6.3.4 Cesser of rent
In case the Demised Premises or any part thereof or the access thereto (or any
part thereof) shall at any time during the Term be so destroyed or damaged by
any of the Insured Risks as to render the Demised Premises or the access thereto
or any part thereof unfit for occupation or use and the insurance shall not have
been vitiated or payment of the policy moneys refused in whole or in part as a
result of some act or default of the Tenant or any undertenant or any person
under its or their control, then the rent first and secondly hereby reserved or
a fair proportion thereof according to the nature and extent of the damage
sustained shall from and after the date of such damage be suspended and cease to
be payable until the Demised Premises and the access thereto shall have been
made fit for occupation or use and in the event of dispute as to the amount or
duration of the rent to be abated such dispute shall be settled by a single
arbitrator to be appointed by the President, for the time being of the Royal
Institution of Chartered Surveyors who shall act in accordance with the
Arbitration Acts 1950 to 1979
47
6.5 Option to-determine
In case the Demised Premises or the Building or the Estate shall be destroyed or
so damaged by any of the Insured Risks as to be unfit for occupation or use and
reinstatement of the Demised Premises and/or the Building and/or the Estate (as
the case may be) is or would be frustrated or impossible or if there is no
reasonable prospect of being able to reinstate the same within the period for
which the Landlord covenants to insure against the loss of rent hereunder, then
this Lease may at the option of the Landlord be determined by the Landlord
giving to the Tenant six months' written notice at any time Provided That if
this Lease shall be determined then the Landlord shall not be required to lay
out the net proceeds of the insurance referred to in sub-clauses 6.1.1 and 6.1.4
in reinstatement and all such insurance moneys shall belong to the Landlord
absolutely
6.6 Tenant not to vitiate insurance etc The Tenant hereby covenants with the
Landlord:
6.6.1 Not to do or permit or suffer to be done or omit to do in or upon the
Demised Premises or any part thereof anything whatsoever which may render the
Landlord liable to pay in respect of the Building and/or the Estate or any part
thereof more than the ordinary or present rate of premium for insurance against
the Insured Risks or which may make void or voidable any policy of insurance in
respect of the Demised Premises the Building or the Estate and to repay to the
Landlord all expenses incurred by it in or about any renewal of such policy
rendered necessary by a breach of this covenant and to make good to the Landlord
any shortfall in the insurance moneys payable to the Landlord by reason of any
act or default of the Tenant within fourteen days of demand therefor
6.6.2 If the payment of any insurance moneys is refused as a result of some act
or default of the Tenant or any undertenant or any person under its or their
control to pay to the Landlord on demand the amount so refused together with
interest thereon at the Interest Rate from the date upon which the costs of the
reinstatement works in respect of which the insurance moneys are refused falls
due for payment
6.6.3 Not to insure the Demised Premises or any part thereof (save for tenant's
fixtures fittings and equipment and alterations and additions made by the
Tenant) against any of the Insured Risks and not to take out any insurance in
respect of any of the matters which the Landlord is required to insure under
this Lease (save as provided herein) but if the Tenant shall become entitled to
the benefit of any insurance on the Demised Premises which is not effected or
maintained in pursuance of the obligations herein contained then the Tenant
shall apply all moneys received from such insurance (in so far as the same shall
extend) in making good the loss or damage in respect of which the same shall
have been received
48
6.6.4 To notify the Landlord immediately in writing in the event of damage to
the Demised Premises or any part thereof by way of the Insured Risks
6.6.5 In the event of damage to the Demised Premises or any part thereof by any
of the Insured Risks so as to render the same unfit for occupation or use, (if
reasonably required by the Landlord) to remove all tenant's fixtures and
fittings and other property of the Tenant within one month of such damage
6.6.7 Decennial Insurance
The Landlord has effected and shall maintain or procure the maintenance of, at
its safe cost, a decennial insurance policy providing ten (10) years' building
defects insurance from 31st May 1991 in respect of the development of the Estate
such policy to be on the terms and conditions set out in the form of policy
previously submitted to and approved by the Landlord and produced to the Tenant
prior to the date of this Lease and the Landlord shall procure that the interest
of the Tenant be endorsed upon the Policy so far as the Tenant's interest is
affected thereby
6.6.8 Self Insurance
If at any time and fir so long as the Landlord is an insurance company and
carries all or part of the risks referred to in this Clause 6 itself (or if it
is deemed to be carrying all or part of such risks notwithstanding any insurance
policy actually taken out by it) then in both such events and to the extent to
which it carries or is deemed to carry all or part of such risks:
a) the Landlord shall nevertheless be taken to have effected an
insurance policy on the terms herein set out and subject to such exclusions,
conditions and uninsured excesses then equivalent to those quoted by it from
time to time when underwriting similar business (or equivalent to any actual
policy which has been taken out) Provided such exclusions conditions and
excesses are reasonably common in the insurance market at each date of renewal
or upon each anniversary of the commencement date of the Term (as appropriate);
b) the Landlord shall be deemed to have expended from time to time such
premiums as it would have charged for insuring and keeping insured the Building,
the rent and other risks in accordance with the terms of this Lease (or shall
nevertheless be deemed to have expended from time to time such premiums as it
has, in fact, incurred in effecting such insurance); and
49
c) all the provisions of this Lease which relate to the occurrence of damage or
destruction to or reinstatement of the Building or the Demised Premises or to
insurance (including without limitation all the provisions of this Clause 6)
shall apply mutatis mutandis as if the Landlord had effected a policy with an
independent insurer
7 ESTATE SERVICE CHARGE
7.1 Landlord's liability
THE provisions of this Clause 7 shall apply for so long as the Landlord is the
freeholder of the Estate Common Parts and thereafter the Landlord shall use all
reasonable endeavours to enforce the covenants in relation to the provision of
Estate Services and the operation of the Estate Service Charge on the part of
any Superior Landlord or any other person obliged to provide Estate Services
(including the commencement of legal proceedings where there is a reasonable
prospect of success)
7.2 Tenant to pay Estate Service Charge
To the intent that the Landlord shall be fully and effectively indemnified in
respect of all the Estate Expenditure, the Tenant shall pay to the Landlord by
way of additional rent the Estate Service Charge
7.3 Estate Expenditure
The Estate Expenditure shall be calculated after the end of each Estate
Accounting Year (as hereinafter defined) and shall comprise the aggregate for
such year of the following:
7.3.1 All costs fees expenses outgoings and other expenditure (whether or not of
a recurring nature) reasonably and properly incurred from time to time by the
Landlord in connection with or incidental to the provision, management and
operation of and payment for all or any of the Estate Services and the matters
referred to in Section II of the Sixth Schedule and (when any expenditure is
incurred in relation to the Estate and other premises) the proportion of such
expenditure which is reasonably attributable to the Estate as properly
determined by the Landlord
7.3.2 The reasonable and proper fees charges and expenses and commissions
payable to any Solicitor, Accountant, Surveyor, Valuer, Architect or Engineer or
any other person whom the Landlord may from time to time employ in connection
with the management of the Estate and the provision of the Estate Services
including (but without prejudice to the generality of the foregoing) the
reasonable and proper cost of causing to be prepared the Estate Expenditure
Certificate (as hereinafter defined) and causing to be calculated the Estate
Service Charge (PROVIDED that there shall not be included hereunder any fees,
charges
50
or expenses whatsoever incurred in connection with the enforcement of covenants
of the tenants or occupiers of the Estate or in connection with the letting or
re-letting or disposal of other parts of the Estate or the negotiation or
agreement or submission to an arbitrator or expert valuer or to any Court of any
rent review affecting tenants or occupiers of the Estate)
7.3.3 Value Added Tax (if any) at the applicable rate in respect of the fees and
other items of Estate Expenditure, save to the extent that such Value Added Tax
is recoverable by the Landlord in its accounting with H.M. Customs and Excise in
respect of the Estate
7.3.4 Such sums as the Landlord shall reasonably consider desirable to set aside
from time to time (which setting aside shall be deemed to be an item of
expenditure actually incurred) but so that such sums shall only be used for the
purposes of meeting Estate Expenditure for the purpose of providing for
periodically recurring items of expenditure whether or not of a capital nature
and whether recurring at regular or irregular intervals and for anticipated
expenditure in respect of any of the Estate Services to be provided (the "Estate
Reserve Fund")
7.3.5 The cost of replacement of any item where such replacement is reasonably
necessary whether or not the replacement item is of a superior quality, design
or utility to the item being replaced
7.4 Estate Expenditure Certificate
7.4.1 The amount of the Estate Expenditure shall be ascertained and certified
annually by a certificate (the "Estate Expenditure Certificate") signed by the
Landlord or the Landlord's Surveyor or managing agents (at the discretion of the
Landlord) and by a chartered accountant as soon after the end of the Estate
Accounting Year (as hereinafter defined) as may be practicable and shall relate
to such year in manner hereinafter mentioned
7.4.2 A copy of the Estate Expenditure Certificate for each Estate Accounting
Year shall be supplied by the Landlord to the Tenant without charge to the
Tenant
7.4.3 The Estate Expenditure Certificate shall contain a breakdown of the items
of expenditure comprised in the Estate Expenditure in respect of the Estate
Accounting Year to which it relates
7.5 Estate Accounting Year
The expression the "Estate Accounting Year" shall mean the period from 1 January
of every year to 31 December of that year or such other annual period as the
Landlord may in its
51
discretion from time to time determine as being that in which the accounts of
the Landlord either generally or relating to the Estate shall be made up
7.6 Estate Service Charge Advance Payment
On each of the usual quarter days in every year during the Term the Tenant shah
pay to the Landlord in advance such sum (the "Estate Service Charge Advance
Payment") on account of the Estate Service Charge for the Estate Accounting Year
then current (the "Relevant Estate Year") as the Landlord shall from time to
time reasonably specify as being in its opinion a fair and reasonable assessment
of one quarter of the likely Estate Service Charge for the Relevant Estate Year
PROVIDED THAT
7.6.1 if during the Relevant Estate Year the Landlord shah reasonably consider
that the Estate Service Charge for the Relevant Estate Year is likely to exceed
the aggregate of the Estate Service Charge Advance Payment for the Relevant
Estate Year, the Landlord may (provided it acts reasonably) re-assess the Estate
Service Charge Advance Payment for the whole of the Relevant Estate Year (the
"Revised Estate Charge Advance Payment") and the Tenant shall pay to the
Landlord the Revised Estate Charge Advance Payment on each of the next following
quarter days during the remainder of the Relevant Estate Year and the Tenant
shall pay to the Landlord within fourteen (14) days of demand the aggregate of
the amounts by which the Estate Service Charge Advance Payment already made in
respect of the Relevant Estate Year fall short of the sum which would have been
payable if the Revised Estate Charge Advance Payment had been assessed before
the commencement of the Relevant Estate Year;
7.6.2 if the Landlord shah not assess the amount of the Estate Service Charge
Advance Payment payable hereunder in respect of any Estate Accounting Year
before the beginning of such year, the Estate Service Charge Advance Payment
shah continue to be payable at the rate specified for the previous year until
such time as the Landlord shall make such assessment whereupon the Tenant shah
immediately pay to the Landlord on demand the aggregate of the amounts by which
the Estate Service Charge Advance Payment already made in respect of the
Relevant Estate Year fall short of the sum which would have been payable if the
amount of the Estate Service Charge Advance Payment for the Relevant Estate Year
had been assessed before the commencement thereof and on each of the quarter
days during the remainder of the Relevant Estate Year the Tenant shall pay to
the Landlord the Estate Service Charge Advance Payment at the new rate; and
7.6.3 subject to and without prejudice to the Estate Service Charge Advance
Payment for each quarter day between 2 January 1994 and 31 December 1994 shall
be pounds 2,690 whereof the first payment or a due proportion thereof in respect
of the
52
period commencing on 2 January 1994 expiring on 24 March 1994 is to be made on
the execution hereof
7.7 Tenant to pay balance of Estate Service Charge
7.7.1 As soon as practicable after the end of each Estate Accounting Year the
Landlord shall furnish to the Tenant the Estate Expenditure Certificate and an
account (the "Estate Service Charge Account") specifying the Estate Service
Charge payable by the Tenant for that year, due credit being given therein for
the aggregate of the Estate Service Charge Advance Payment and any Revised
Estate Service Charge Advance Payment made by the Tenant in respect of the said
year and upon the furnishing of the Estate Expenditure Certificate and the
Estate Service Charge Account there shall be paid by the Tenant to the Landlord
the balance (if any) of the Estate Service Charge in respect of the said year or
there shall be credited against the Tenant's liability for Estate Service Charge
for the next Estate Accounting Year or (at the option of the Landlord) repaid by
the Landlord to the Tenant any amount which shall have been overpaid by the
Tenant by way of Estate Service Charge Advance Payment and Revised Estate
Service Charge Advance Payment (as the case may require) PROVIDED ALWAYS that
the provisions of this Clause shall continue to apply notwithstanding the
expiration or sooner determination of the Term but only in respect of the period
down to such expiration or sooner determination as aforesaid the Estate Service
Charge for the Estate Accounting Year then current being apportioned for the
said period on a daily basis and any amount found to be overpaid by the Tenant
after the expiry or determination of the Term being forthwith repaid by the
Landlord to the Tenant
7.7.2 The Estate Expenditure Certificate and the Estate Service Charge Account
shall be final and binding upon the parties hereto (save in the case of manifest
error)
7.8. Omission by Landlord to include item in Estate Expenditure Any omission by
the Landlord to include in Estate Expenditure in any Estate Accounting Year a
sum expended in that Estate Accounting Year shall not preclude the Landlord from
including such sum in Estate Expenditure in any subsequent Estate Accounting
Year as the Landlord shall determine
7.9 Estate Reserve Fund
The Landlord shall be entitled (but not obliged) to establish an Estate Reserve
Fund (as hereinbefore defined) which shall be held upon trust for the Tenant and
any other tenants or occupiers of the Estate and shall be held in a separately
designated interest bearing trustee bank account and the Landlord shall utilise
the same with interest accruing thereon but after deducting tax payable thereon
and on such interest in defraying expenditure of the nature referred to in
Clause 7.3.4
53
7.10 Variation of Estate Service Charge
If at any time or times during the Term the Landlord considers that
circumstances have arisen making the Estate Service Charge unreasonable or
inequitable, the Landlord may give written notice to the Tenant requiring a
variation to the Estate Service Charge which is fair and reasonable in all the
circumstances and in the event of there being any dispute regarding such
variation the matter shall be referred to a single Arbitrator to be appointed in
default of agreement upon the application of the Landlord or the Tenant by or on
behalf of the President for the time being of the Royal Institution of Chartered
Surveyors in accordance with the provisions of the Arbitration Acts 1950 to 1979
7.11 Estate Services provided to the Tenant
7.11.1 (Without prejudice to the provisions of Clause 7.10) the calculation of
the Estate Service Charge hereunder may be varied and adjusted in such manner as
shall in the Landlord's Surveyor's reasonable opinion (such opinion to be final
and binding on all parties) reflect the extent to which the Estate Services (or
any particular one or more of the Estate Services) shall have been provided for
or enjoyed by the Tenant and/or by any other tenant or occupier of other parts
of the Estate to a materially greater or lesser degree than any other such
tenant or occupier
7.11.2 The Tenant covenants with the Landlord that the Tenant will pay to the
Landlord within fourteen (14) days of demand such charge as may be properly
incurred by the Landlord in respect of any service (whether or not constituting
one of the Estate Services) provided at the express request of the Tenant to or
for the benefit of the Tenant (whether or not exclusively) at a time or in
circumstances when or in which such service would not have been provided but for
such request
7.12 Variation of Estate Services
The Landlord may withhold, add to, commence, extend, vary or make any
alterations to any of the Estate Services or any of the items referred to in
Section II of the Sixth Schedule from time to time if the Landlord's Surveyor
shall reasonably consider it appropriate to do so in the interests of the owners
and tenants on the Estate or for the more efficient management, security and
operation of the Estate or for the comfort of the owners and tenants on the
Estate or for any other reason (including the assumption of responsibility for
any such Estate Services or other items by any local or public authority)
54
7.13 Major works
Where the Landlord carries out major works of repair or maintenance or replaces
major items of plant or machinery the Landlord may elect to apportion the cost
so incurred over such longer period than the Estate Accounting Year or Years in
which such cost is incurred as it may reasonably consider appropriate and to
include interest on such part of such cost as shall not have been included in
the Estate Service Charge Account for the Estate Accounting Year in question or
in any previous Estate Service Charge Account at two per cent. (2%) above the
base rate of Midland Bank public limited company from time to time calculated on
a day-today basis either from the date on which the cost is incurred down to the
end of the Estate Accounting Year (in relation to the Estate Accounting Year in
which such cost is incurred) or the period of the Estate Accounting Year (in
relation to each of the subsequent Estate Accounting Years over which the cost
is apportioned)
7.14 Raising Money by Loan or Overdraft
The Landlord may at its reasonable discretion raise money by way of loan or
overdraft for the purposes of financing expenditure incurred or to be incurred
in providing the Estate Services or any of them and any interest or other
charges payable by the Landlord in respect thereof shall be included in the
Estate Expenditure
7.15 Interest
All interest earned on any account or accounts into which the Estate Service
Charge Advance Payment or other sums payable under this Clause by the Tenant are
made or similar payments made by other tenants on the Estate shall (after
deduction of any tax payable thereon) be utilised by the Landlord in reducing
Estate Expenditure
7.16 Dunster Court
Any contributions made to the maintenance of any part of the Estate pursuant to
the Dunster Court Documents shall be utilised by the Landlord in reducing Estate
Expenditure
7.17 Notwithstanding Clause 7.1 this Clause 7 shall continue to apply
notwithstanding that the Landlord transfer or assigns its reversion to this
Lease to a Group Company of the Landlord
8. BUILDING SERVICE CHARGE
8.1 Tenant to pay Building Service Charge
TO the intent that the Landlord shall be fully and effectively indemnified in
respect of all the Building Expenditure the Tenant shall pay to the Landlord by
way of additional rent the Building Service Charge provided that in providing
the Building Services the Landlord shall act in accordance with the principles
of good estate management so as to provide such
55
services in as reasonably an economic manner as is consistent with the quality
of the Building and the Estate
8.2 Building Expenditure
The Building Expenditure shall be calculated after the end of each Building
Accounting Year (as hereafter defined) and shall comprise the aggregate for such
year of the following:
8.2.1 All proper costs fees expenses outgoings and other expenditure (whether or
not of a recurring nature) reasonably and properly incurred from time to time by
the Landlord in connection with or incidental to the provision management and
operation of and payment for all or any of the Building Services and the matters
referred to in Section II of the Seventh Schedule and (when any expenditure is
incurred in relation to the Building and other premises) the proportion of such
expenditure which is reasonably attributable to the Building as reasonably and
properly determined by the Landlord Provided That there shall be excluded from
Building Expenditure any costs of electricity or of inspection maintenance and
repair of Landlord's Apparatus (as defined in the Eleventh Schedule in respect
of the Retained Parts to the extent the same would be recoverable from occupiers
of the Building as their Electricity Charge were all Lettable Areas of the
Building let upon terms that the tenants thereof paid an Electricity Charge in
substantially the same terms as the Eleventh Schedule
8.2.2 The proper fees charges and expenses and commissions payable to any
Solicitor, Accountant, Surveyor, Valuer Architect or Engineer or any other
person whom the Landlord may from time to time employ in connection with the
management of the Building and the provision of the Building Services including
(hut without prejudice to the generality of the foregoing) the reasonable and
proper cost of causing to be prepared the Building Expenditure Certificate and
causing to be calculated the Building Service Charge (PROVIDED that there shall
not be included hereunder any fees, charges or expenses whatsoever incurred in
connection with the enforcement of covenants of the tenants or occupiers of the
Building or in connection with the letting or re-letting or disposal of other
parts of the Building or the negotiation or agreement or submission to an
arbitrator or expert valuer or to any Court of any rent review affecting tenants
or occupiers of the Building)
8.2.3 Value Added Tax (if any) at the applicable rate in respect of the fees and
other items of Building Expenditure save to the extent that such Value Added Tax
is recoverable by the Landlord in its accounting with H.M. Customs and Excise in
respect of the Building
8.2.4 Such sums as the Landlord shall reasonably consider desirable to set aside
from time to time (which setting aside shall be deemed to be an item of
expenditure actually incurred) but so
56
that such sums shall only be used for the purposes of meeting Building
Expenditure for the purpose of providing for periodically recurring items of
expenditure whether or not of a capital nature and whether recurring at regular
or irregular intervals and for anticipated expenditure in respect of any of the
Building Services to be provided (the "Building Reserve Fund")
8.2.5 The cost of replacement of any item where such replacement is necessary
whether or not the replacement is of a superior quality, design or utility to
the item being replaced
8.3 Building Expenditure Certificate
8.3.1 The amount of the Building Expenditure shall be ascertained and certified
annually by a certificate (the "Building Expenditure Certificate") signed by the
Landlord or the Landlord's Surveyor or managing agents (at the discretion of the
Landlord) and by `a chartered accountant as soon after the end of the Building
Accounting Year as may be practicable and shall relate to such year in manner
hereinafter mentioned
8.3.2 A copy of the Building Expenditure Certificate for each Building
Accounting Year shall be supplied by the Landlord to the Tenant without charge
to the Tenant
8.3.3 The Building Expenditure Certificate shall contain a breakdown of the
items of expenditure comprised in the Building Expenditure in respect of the
Building Accounting Year to which it relates
8.4 Building Accounting Year
The expression the "Building Accounting Year" shall mean the period from 1
January of every year to 31 December of that year or such other annual period as
the Landlord may in its discretion from time to time determine as being that in
which the accounts of the Landlord either generally or relating to the Building
shall be made up
8.5 Building Service Charge Advance Payment
On each of the usual quarter days in every year during the Term the Tenant shall
pay to the Landlord in advance such sum (the "Building Service Charge Advance
Payment") on account of the Building Service Charge for the Building Accounting
Year then current (the "Relevant Building Year") as the Landlord shall from time
to time reasonably specify as being in its opinion a fair and reasonable
assessment of one quarter of the likely Building Service Charge for the Relevant
Building Year PROVIDED THAT
8.5.1 if during the Relevant Building Year the Landlord shall reasonably
consider that the Building Service Charge for the Relevant Building Year is
likely to exceed the aggregate of
57
the Building Service Charge Advance Payment for the Relevant Building Year the
Landlord may (provided he acts reasonably) re-assess the Building Service Charge
Advance Payment for the whole of the Relevant Building Year (the "Revised
Building Service Charge Advance Payment") and the Tenant shall pay to the
Landlord the Revised Building Service Charge Advance Payment on each of the next
following quarter days during the remainder of the Relevant Building Year and
the Tenant shall pay to the Landlord within fourteen (14) days of demand the
aggregate of the amounts by which the Building Service Charge Advance Payment
already made in respect of the Relevant Building Year fall short of the sum
which would have been payable if the Revised Building Service Charge Advance
Payment had been assessed before the commencement of the Relevant Building Year;
8.5.2 if the Landlord shall not assess the amount of the Building Service Charge
Advance Payment payable hereunder in respect of any Building Accounting Year
before the beginning of such year, the Building Service Charge Advance Payment
shall continue to be payable at the rate specified for the previous year until
such time as the Landlord shall make such assessment whereupon the Tenant shall
immediately pay to the Landlord on demand the aggregate of the amounts by which
Building Service Charge Advance Payment already made in respect of the Relevant
Building Year fall short of the sum which would have been payable if the amount
of the Building Service Charge Advance Payment for the Relevant Building Year
had been assessed before the commencement thereof and on each of the quarter
days during the remainder of the Relevant Building Year the Tenant shall pay to
the Landlord the Building Service Charge Advance Payment at the new rate; and
8.5.3 subject and without prejudice to the foregoing provisions, the Building
Service Charge Advance Payment for each quarter day between 2 January 1994 and
31 December 1994
shall be pounds 22,423 whereof the first payment or a due proportion thereof in
respect of the period commencing on 2 January 1994 and expiring on 24 March 1994
is to be made on the execution hereof
8.6 Tenant to pay balance of Building Service Charge
8.6.1 As soon as practicable after the end of each Building Accounting Year the
Landlord shah furnish to the Tenant the Building Expenditure Certificate and an
account (the "Building Service Charge Account") specifying the Building Service
Charge payable by the Tenant for that year due credit being given therein for
the aggregate of the Building Service Charge Advance Payment and any Revised
Building Service Charge Advance Payment made by the Tenant in respect of the
said year and upon the furnishing of the Building Expenditure Certificate and
the Building Service Charge Account there shall be paid by the Tenant to the
Landlord the balance (if any) of the Building Service Charge in respect of the
said year or there shall be credited against the Tenant's liability for Building
Service Charge for the next
58
Building Accounting Year or (at the option of the Landlord) repaid by the
Landlord to the Tenant any amount which shall have been overpaid by the Tenant
by way of Building Service Charge Advance Payment and Revised Building Service
Charge Advance Payment (as the case may require) PROVIDED ALWAYS that the
provisions of this Clause shall continue to apply notwithstanding the expiration
or sooner determination of the Term but only in respect of the period down to
such expiration or sooner determination as aforesaid the Building Service Charge
for the Building Accounting Year then current being apportioned for the said
period on a daily basis and any amount found to be overpaid at the expiration or
sooner termination of the Term by the Tenant being forthwith repaid by the
Landlord to the Tenant;
8.6.2 The Building Expenditure Certificate and the Building Service Charge
Account shall be final and binding upon the parties hereto (save in the case of
manifest error)
8.7 Omission by Landlord to include item in Building Expenditure Any omission by
the Landlord to include in Building Expenditure in any Building Accounting Year
a sum expended in that Building Accounting Year shall not preclude the Landlord
from including such sum in Building Expenditure in any subsequent Building
Accounting Year as the Landlord shall determine
8.8 Building Reserve Fund
The Landlord shall be entitled (but not obliged) to establish a Building Reserve
Fund (as hereinbefore defined) which shall be held upon trust for the Tenant and
any other tenants or occupiers of the Building and shall be held in a separately
designated interest bearing trustee bank account and the Landlord shall utilise
the same with interest accruing thereon but after deducting tax payable thereon
and on such interest in defraying expenditure of the nature referred to in
Clause 8.2.4
8.9 Variation of the Building Service Charge
If at any time or times during the Term the Landlord's Surveyor reasonably
considers that circumstances have arisen making the Building Service Charge
unreasonable or inequitable, the Landlord may give written notice to the Tenant
requiring a variation to the Building Service Charge which is fair and
reasonable in all the circumstances and in the event of there being any dispute
regarding such variation the matter shall be referred to a single Arbitrator to
be appointed in default of agreement upon the application of the Landlord or the
Tenant by or on behalf of the President for the time being of the Royal
Institution of Chartered Surveyors in accordance with the provisions of the
Arbitration Acts 1950 to 1979
59
8.10 Building-Services provided to the Tenant
8.10.1 (Without prejudice to the provisions of Clause 8.9) the calculation of
the Building Service Charge hereunder may be varied and adjusted in such manner
as shall in the Landlord's Surveyor's reasonable opinion (such opinion to be
final and binding on all parties) reflect the extent to which the Building
Services (or any particular one or more of the Building Services) shall have
been provided for or enjoyed by the Tenant and/or by any other tenant or
occupier of other parts of the Building to a materially greater or lesser degree
than any other such tenant or occupier
8.10.2 The Tenant covenants with the Landlord that the Tenant will pay to the
Landlord within fourteen (14) days of demand such charge as may reasonably be
determined and allocated by the Landlord's Surveyor in respect of any service
(whether or not constituting a Building Service) provided at the express request
of the Tenant to or for the benefit of the Tenant (whether or not exclusively)
at a time or in circumstances when or in which such service would not have been
provided but for such request
8.11 Variation of Building Services
The Landlord may withhold, add to, commence, extend, vary or make any
alterations to any of the Building Services or any of the items referred to in
Section II of the Seventh Schedule from time to time if the Landlord's Surveyor
shall reasonably deem it appropriate to do so in the interests of the owners and
tenants of the Building or for the more efficient management, security and
operation of the Building or f6r the comfort of the owners and tenants of the
Building or for any other reason (including the assumption of responsibility for
any such Building Services or other items by any local or public authority)
8.12 Major Works
Where the Landlord carries out major works of repair or maintenance or replaces
major items of plant or machinery the Landlord may elect to apportion the cost
so incurred over such longer period than the Building Accounting Year or Years
in which such cost is incurred as it may reasonably consider appropriate and to
include interest on such part of such cost as shall not have been included in
the Building Service Charge Account for the Building Accounting Year in question
or in any previous Building Service Charge Account at two per cent (2%) above
the base rate of Midland Bank public limited company from time to time
calculated on a day-today basis either from the date on which the cost is
incurred down to the end of the Building Accounting Year (in relation to the
Building Accounting Year in which such cost is incurred) or the period of the
Building Accounting Year (in relation to each of the subsequent Building
Accounting Years over which the cost is apportioned)
60
8.13 Raising Money by Loan or Overdraft
The Landlord may at its reasonable discretion raise money by way of loan or
overdraft for the purposes of financing expenditure incurred or to be incurred
in providing the Building Services or any of them and any interest or other
charges payable by the Landlord in respect thereof shall be included in the
Building Expenditure
8.14 Interest
All interest earned on any account or accounts into which the Building Service
Charge Advance Payment or other sums payable under this Clause by the Tenant are
paid or similar payments made by other tenants in the Building shall (after
deduction of any tax payable thereon) be utilised by the Landlord in reducing
Building Expenditure
OPTION TO BREAK
If the Tenant wishes to determine this Lease on 25 December 2003 and gives to
the Landlord twelve (12) months and one day prior notice in writing of such
desire then provided the Tenant has as at 25 December 2003 paid the rents
reserved by and observed and performed the covenants and obligations on its part
contained in this Lease in all material respects the Term of this Lease shall
cease and determine on 25 December 2003 but without prejudice to the respective
rights of either party against the other in respect of any antecedent breach of
covenant
10. GUARANTOR'S COVENANT
IN consideration of this demise having been made at its request the Guarantor
hereby covenants as a primary obligation with the Landlord in the terms
contained in the Eighth Schedule
I N WITNESS whereof this Deed has been executed by the parties hereto and is
intended to be and is hereby delivered on the day and year first above written
61
FIRST SCHEDULE
The Demised Premises
The Demised Premises means the property briefly described in Clause 1 and shown
for identification purposes only edged red on Plan 5 including:
a) the internal plaster surfaces and finishes of all structural or load-
bearing walls and columns therein or which enclose the same but not any other
part of such walls and columns;
(b) the entirety of all non-structural or non-load bearing walls and
columns therein;
(c) the floor finishes thereof and all carpets, save that the lower limit of the
Demised Premises shall not extend to anything below the floor finishes except
that raised floors and the cavity below them shall be included;
(d) the ceiling finishes thereof including all suspended ceilings (if any) and
light fittings and sprinkler systems and the cavity above any suspended ceilings
and all plant in the void above the suspended ceilings but excluding the
Excluded Plant;
(e) all window frames and window furniture and all glass in the windows and all
doors, door furniture and door frames;
(f) all sanitary and hot and cold water apparatus and equipment and the
radiators (if any) therein and all fire fighting equipment and hoses therein
including the fire boxes and hoses to the point of connection to the risers;
(g) all Conducting Media therein and exclusively serving the same, save those of
statutory undertakers;
(h) all Fixtures;
(i) all mechanical and electrical plant within the Demised Premises and
exclusively serving the same to the point where it meets the supply risers but
excluding the Excluded Plant;
(j) the lavatory accommodation situated on the same floor as the Demised
Premises and all plumbing and pipework within the Demised Premises exclusively
serving the same; and
(k) all additions, alterations and improvements thereto
62
SECOND SCHEDULE
Rights Granted
1. Subject to compliance by the Tenant with its obligations contained in Clauses
3.30 and 3.3 1 and subject to the Third Schedule and in common with the Landlord
and all others having a like right, the right for the Tenant and those
authorised by it:
1.1. to use Minster Court for the purposes of gaining access to, and egress
from, the Building on foot at all reasonable times during the Minster Court
Access Hours and to use the Pedestrian Mall for like purposes at such times as
the Pedestrian Mall is available for use;
1.2 to use the part of the Dunster Court Access coloured yellow and not hatched
black on Plan 3 for the purposes of delivering people by vehicle and to use the
area coloured yellow. and hatched black thereon for the purposes of pedestrian
access to and from the Estate Common Parts in both cases at the times specified
in and subject to the provisions of the Dunster Court Documents;
1.3 to pass and repass over those parts of the Estate at street level lying
between the Building and the boundary of the Estate at the northern and eastern
sides thereof at all times and for all purposes in connection with the use and
enjoyment of the Demised Premises
2. Subject to compliance by the Tenant with its obligations in Clause 3.31 and
subject to the Third Schedule, the right for the Tenant and all persons
expressly or by implication authorised by the Tenant (in common with the
Landlord and all persons having a like right) at all times and for all purposes
connected with the lawful use of the Demised Premises in compliance With the
terms of this Lease but subject to any existing or future regulations reasonably
made by the Landlord:
2.1 to use the Building Common Parts for all proper purposes in connection with
the use and enjoyment of the Demised Premises and the exercise of the rights
granted by this Schedule;
2.2 to use such of the passenger lifts in the Building as shall be reasonably
necessary for the Tenant's use for the purpose only of obtaining access to, and
egress from, the Demised Premises;
2.3 to use the Loading Bay for the purposes of loading and unloading goods or
materials and the right to gain access thereto and egress therefrom from and to
the Demised Premises and to deliver goods or materials thereto by way of the
Access Ramp; and
63
2.4 to use the goods lifts in the Building for the purposes of carrying
goods and materials to and from the Demised Premises
3. The free and uninterrupted passage of air, water, soil, gas and electricity
and telecommunications through the Service Systems which are now or may at any
time hereafter be within the Building (subject to the Tenant not overloading or
damaging the same), in common with the Landlord and all other persons having the
like right, with power, where such works cannot otherwise be reasonably and
practicably carried out, for the Tenant, its servants and workpeople and any
others authorised by it at all reasonable times on reasonable prior written
notice (save in emergency but subject to the terms of any existing leases) to
enter other parts of the Building for the purpose only of cleansing,
maintaining, repairing, replacing or altering the Conducting Media serving the
Demised Premises PROVIDED THAT such inspections, cleansing, maintenance,
repairs, replacements or alterations shall be done with as little inconvenience
as reasonably possible and as quickly as reasonably possible and that the Tenant
shall immediately make good, or cause to be made good, to the reasonable
satisfaction of the Landlord all damage thereby occasioned
4. Support and protection from the adjoining parts of the Building
5. Subject to compliance by the Tenant with its obligations contained in Clauses
3.30 and 3.31 and subject to Paragraph 8 of the Third Schedule, the right (where
such works cannot otherwise be reasonably and practicably carried out) for the
Tenant, its servants and workpeople and any others authorised by it at all
reasonable times on reasonable prior written notice (save in emergency but
subject to the terms of any existing leases) to enter other parts of the
Building for the purpose only of cleansing, maintaining, replacing, repairing or
altering the Demised Premises PROVIDED THAT such cleansing, maintenance,
replacements, repairs or alterations shall be done with as little inconvenience
as reasonably possible and as quickly as reasonably possible and that the Tenant
shall make, or cause to be made good, to the reasonable satisfaction of the
Landlord all damage thereby occasioned
6. The right to display on the entrance door to the Demised Premises a sign
stating the Tenant's name and business or profession the size, type and position
of such sign to be first approved in writing by the Landlord (such approval not
to be unreasonably withheld or delayed)
7. The right to display the name of the Tenant on the ground floor door entry
signage system supplied by the Landlord
8. Subject to compliance by the Tenant with its obligations contained in Clauses
3.30 and 3.31, the right to park 2 private motor cars in the Car Park within the
spaces shown coloured red on
64
Plan 1 or such other spaces not being less than 2 in number as may be allocated
by the Landlord to the Tenant from time to time and the right to the means of
access thereto and egress therefrom over the Access Ramp and those parts of the
Car Park leading to such spaces and the right to use the lifts serving the Car
Park
9. The right at all reasonable times to use the rubbish compactor in the
Basement for the disposal of rubbish from the Demised Premises arising from the
lawful and normal use for the purposes herein provided
65
THIRD SCHEDULE
Exceptions and Reservations
There are excepted and reserved unto the Landlord and the Superior Landlord and
its tenants or occupiers of any part of the Estate and all others having like
rights or authorised by the Landlord:
1. The free and uninterrupted passage of air, water, soil, gas and electricity
through the Service Systems which are now or may at any time hereafter be within
the Demised Premises, with power for the Landlord, its tenants, occupiers or its
or their servants and workpeople and any others authorised by the Landlord at
all reasonable times on reasonable prior written notice (except in emergency) to
enter the Demised Premises for the purpose of any matter or thing connected with
the Estate Services and/or the Building Services and/or adding to inspecting,
cleansing, maintaining, modernizing, repairing, replacing or altering the
Service Systems and so that such adding to, inspections; cleansing, maintenance,
modernisation, repairs, replacements or alterations shall be done with as little
inconvenience and disturbance to the Tenant. as reasonably possible and as
quickly as reasonably possible and in a good and workmanlike manner and that the
Landlord shall forthwith make good or cause to be made good, all damage thereby
occasioned
2. The right, where it is not reasonably practicable to avoid doing so, at all
reasonable times upon reasonable prior written notice, except in cases of
emergency, to enter the Demised Premises (and if reasonably required to erect
scaffolding on or against the Demised Premises) in order to
2.1 execute repairs, decorations, alterations and any other works and to make
installations to any part of the Estate or the Building or neighbouring or
adjoining property or to do anything whatsoever which the Landlord may do under
this Lease in respect of the Glazed Roof;
2.2 carry out the Estate Services;
2.3 carry out the Building Services;
2.4 execute repairs and renewals to the lighting and cleaning equipment situated
on or to the balconies situated on the same floor as the Demised Premises
PROVIDED THAT the Landlord or the person exercising the foregoing rights shall
cause as little inconvenience and disturbance to the Tenant as reasonably
possible and shall carry out all work as expeditiously as reasonably possible
and in a good and workmanlike manner and shall make good forthwith any damage
thereby caused
66
3. The rights of light, air and all other easements and rights now or hereafter
belonging to or enjoyed by the Estate or any neighbouring or adjoining property
4. The right of support, protection and shelter for the benefit of the Building
or the Estate or any adjoining or neighbouring property from the Demised
Premises
5. The right for the Landlord or its agents or by any person appointed by it for
the purpose at any time or times by day or night to enter the Demised Premises
or any part thereof if it or they reasonably consider it to be necessary so to
do in connection with the security of the Estate and/or the Building
6. Full right and liberty at any time hereafter to build on or otherwise develop
or make any alterations or additions or execute any other works to any other
part of the Estate and/or the Building or adjoining property or any buildings
thereon or to erect any new buildings thereon in such manner as the Landlord or
the person exercising the right shall reasonably think fit, notwithstanding the
fact that the same may affect or interfere with the amenity of the Demised
Premises or the passage of light and air to the Demised Premises (subject to the
proviso to paragraph 2.4 hereof and provided further that nothing shall prevent
physical occupation of or access to the whole of the Demised Premises)
7. The right to alter, add, to extend, vary, stop-up, reposition or make any
alterations to Minster Court, the Dunster Court Access, the Pedestrian Mall, the
Access Ramp or any other of the Estate Common Parts or the Building Common Parts
or any part or parts thereof from time to time and the right to substitute any
alternative thereto from time to time if the Landlord shall reasonably deem it
desirable to do so for the more efficient management, security and operation of
the Estate and/or the Building or for the comfort of the owners and tenants on
the Estate and/or the Building (but not so that the Tenant's use and occupation
of the Demised Premises or the means of access thereto or egress therefrom or to
or from the Car Park the Loading Bay and the compactor is thereby materially
adversely affected) and the right to suspend temporarily use of any of the same
during the carrying out of any work whether of repair, maintenance, renewal,
improvement, rebuilding, reinstatement, construction, reconstruction,
development, redevelopment or otherwise howsoever
8. The right, so long as the same shall not be contrary to the principles of
good estate management, to regulate and control the use of Minster Court, the
Dunster Court Access, the Pedestrian Mall, the Access Ramp (and the access and
egress thereto to and from Mark Lane) and all other Estate Common Parts and the
Building Common Parts and in particular (but not by way of limitation) to:
67
8.1 make reasonable regulations for the control, regulation and limitation of
pedestrians or traffic thereon or on any part thereof and to erect such signs as
may be appropriate (including regulations providing for the removal or
immobilisation of vehicles parked or left unattended in areas where the same is
prohibited);
8.2 use those parts of the Estate Common Parts and/or the Building Common Parts
suitable for such purposes for displays, exhibitions or other forms of
promotional and other activity so long as the same shall not be contrary to the
principles of good estate management; and
8.3 to maintain on the Estate Common Parts and/or the Building Common Parts such
sculptures, statues, garden features, landscaping, appurtenances and fittings of
ornament or utility in all cases as the Superior Landlord or the Landlord may
from time to time think fit 9. The right to enter the Demised Premises (m times
of emergency or during fire-drills) for the purpose of obtaining access to or
using any of the fire escapes or routes of escape in the Building whether or not
in existence at the date hereof
10. The right from time to time, in case of default by the Tenant in performing
its obligations under Clause 3.3.5, to carry out, at the cost of the Tenant,
window cleaning of all interior surfaces of all exterior glass to the Demised
Premises and the right on reasonable prior written notice of access at all
reasonable times to gain access to the exterior windows within the Demised
Premises for such purposes
11. The rights excepted and reserved out of the Head lease
PROVIDED THAT any rights or easements excepted and reserved in this Schedule
over anything which is not in being at the date hereof shall be effective only
in relation to any such thing which comes into being before the expiry of eighty
(80) years from the date hereof (which shall be the perpetuity period applicable
hereto)
68
FOURTH SCHEDULE
Matters to which the Demised Premises are subject
The provisions set out in entry numbers 1 and 2 of the Charges Register of Title
Number NGL120519 regarding payment of annual rent charges so far as the same is
applicable and still enforceable
The provisions set out in entry number 3 of the Charges Register of Title Number
NGL120519 regarding payment of a fee farm rent so far as the same is applicable
and still enforceable
12 March 1990 Deed (1) The City of London Real Property
Company Limited
(2) The Prudential Assurance Company
Limited
27 June 1990 Licence (1) Plantation House Limited
(2) Actiontrain Limited
(3) The Prudential Assurance Company
Limited
(4) Bovis Construction Limited
12 March 1991 Agreement (1) The Drapers' Company
(2) The Prudential Assurance Company
Limited
69
FIFTH SCHEDULE
Rent and Rent Review
1. Definitions
In this Schedule, the following expressions shall have the following meanings:
1.1 "Review Date" means 25 December 1998 and every fifth anniversary thereof and
the last day of the contractual term and "Relevant Review Date" shall be
construed accordingly
1.2 "Open Market Rent" means the full clear yearly rent at which the Demised
Premises might reasonably be expected to be let in the open market with vacant
possession at the Relevant Review Date by a willing landlord to a willing tenant
and without any premium or any other consideration for the grant thereof for a
term equal to the greater of (a) the residue of the Term remaining unexpired on
the Relevant Review Date and (b) ten (10) years and otherwise on the terms and
conditions and subject to the covenants and provisions contained in this Lease
(other than the amount of the rent hereby reserved but including the provisions
for review contained in this Schedule) on the following assumptions at the
Relevant Review Date that:
(a) the covenants herein contained have been fully performed and
observed;
(b) the Demised Premises have been constructed in accordance with
the Landlord's Specification;
(c) that the Demised Premises are fit and available for immediate
occupation and use and may lawfully be used by any person for
any of the uses permitted by this Lease or by any licence
granted pursuant thereto;
(d) no work has been carried out by the Tenant during the Term, or
during any period of occupation prior thereto arising out of
an agreement to grant such term, which has diminished the
rental value of the Demised Premises;
(e) in case the Demised Premises and/or the Building and/or the
Estate have been destroyed or damaged they have respectively
been fully restored;
(f) the Demised Premises are fully fitted with heavy contract
carpets for high quality office space and have a suitable
number and layout of electrical junction boxes for the use
permitted by this Lease;
70
(g) any rent free period, concessionary rent or other inducement
(whether by way of a capital payment or otherwise) which would or might
be given to an incoming tenant to enable Premises on a grant of a lease
of the Demised Premises at the Relevant Review Date has been made
and any such rent free period concessionary rent or inducement has
expired or been paid prior to the Relevant Review date
but disregarding:
(i) any effect on rental value of the fact that the Tenant or any sub-tenants
has, or the Tenant's or any sub-tenant's predecessors in title have, been in
occupation of the Demised Premises;
(ii) any goodwill attached to the Demised Premises by reason of the carrying on
thereat of the business of the Tenant or any sub-tenant or the Tenant's or any
sub-tenant's predecessors in title in that business;
(iii) any effect on the rental value of the Demised Premises attributable to the
existence at the commencement of the relevant period of any alterations and
additions to the Demised Premises or any part thereof carried out by the Tenant
or any sub-tenant or the Tenant's or any sub-tenant's predecessors in title
during the Term or during any period of occupation prior thereto arising out of
an agreement to grant such term otherwise than in pursuance of an obligation to
the Tenant's or any sub-tenant's immediate Landlord;
(iv) any capital or other incentive given or provided by the Landlord to the
Tenant to enter into this Lease (or any agreement for the grant of this Lease);
Provided that if the Landlord has exercised its option to waive the exempt
status of all supplies made or to be made by it as Landlord of the Demised
Premises arising under paragraph 2 of Schedule 6A of the Value Added Tax Act
1983 so as to result in Value Added Tax on the rent first hereby reserved then
it shall be assumed that the willing landlord has so elected as at the Relevant
Review Date and that Value Added Tax is charged on such rent but if the Landlord
has not exercised any such option and no Value Added Tax is charged in respect
of the rent then it shall be assumed that the willing landlord has not so
elected as at the Relevant Review Date and that Value Added Tax is not charged
on such rent
1.3 "Surveyor" means an independent chartered surveyor of not less than ten (10)
years standing, who is experienced in the valuation and leasing of property
similar to the Demised Premises and is acquainted with the market in the area in
which the Demised Premises are located, appointed
7l
from time to-time to determine the Open Market Rent pursuant to the provisions \
of this Schedule
1.4 "President" means the President for the time being of the Royal Institution
of Chartered Surveyors and includes the duly appointed deputy of the President
or any person authorised by the President to make appointments on his behalf
2. Upwards only review
The rent first reserved by this Lease shall be reviewed at each Review Date in
accordance with the provisions of this Schedule and,
(a) from and including the first Review Date at 25 December 1998, the
rent shall equal the higher of (i) the sum of eight hundred and thirteen
thousand two hundred and twenty-eight pounds (813,228) and (ii) the 0pen Market
Rent on such Review Date, as agreed or determined pursuant to the provisions of
this Schedule and
(b) from and including each subsequent Review Date the rent shall equal
the higher of (i) the rent contractually payable immediately before the Relevant
Review Date and (ii) the Open Market Rent on the Relevant Review Date as agreed
or determined pursuant to the provisions of this Schedule
3. Agreement or determination of the reviewed rent
The Open Market Rent at any Review Date may be agreed in writing at any time
between the Landlord and the Tenant but if, for any reason, they have not so
agreed before the Relevant Review Date either party may, after the Relevant
Review Date, by notice in writing to the other require the 0pen Market Rent to
be determined by a Surveyor agreed between the Landlord and the Tenant or, in
default of agreement, nominated by the President on the written application of
the Landlord or the Tenant
4. Functions of the Surveyor
The Surveyor shall:
4.1 at the option of the Landlord, act either as an arbitrator in accordance
with the Arbitration Acts 1950 to 1979 or as an expert;
4.2 if acting as an expert, afford to the Landlord and the Tenant an opportunity
to make to him or her written representations which may contain any rental
evidence and a rental valuation of the Demised Premises and, in the event that
such representations are made by both the Landlord and the Tenant, the Surveyor
shall simultaneously pass details of each party's representations
72
thereon, such cross-representation to contain solely comments in reply to
matters raised in the other party's initial representations and to be forwarded
to the Surveyor within ten (10) working days of receipt by the respective
parties of details of the other party's initial representations Provided always
that the parties shall not submit without prejudice correspondence or records of
without prejudice negotiations as representations or cross-representations
5. Appointment of new Surveyor
If the Surveyor shall die, fail to publish his or her determination within three
(3) months of the date of his or her appointment or become unwilling or
incapable of acting, the President shah, on the application of the Landlord in
writing, discharge him or her and appoint another Surveyor in his or her place
to act in the same capacity, such procedure being repeated as often as necessary
Parties able to Agree
Any reference to a Surveyor shah not impair the ability of the Landlord and the
Tenant to agree the Open Market Rent and to withdraw such reference subject to
payment of the Surveyor's proper charges up to the date of notification to him
or her of such withdrawal
7. Fees of Surveyor
The fees and expenses of the Surveyor, including the cost of his or her
nomination, shall be in the award of the Surveyor but, failing such award, the
same shah be payable by the Landlord and the Tenant in equal shares, who shall
each bear their own costs, fees and expenses
8. Memoranda of revised rent
In the event that the revised rent shall be agreed between the Landlord and the
Tenant (and not determined by a Surveyor) memoranda of the revised rent shall
thereupon be signed by or on behalf of the Landlord and the Tenant and annexed
to this Lease and the Counterpart of this Lease and the parties shah bear their
own costs in respect thereof
9. Interim payments pending determination
9.1 If and so often as the revised rent has not been ascertained or agreed
pursuant to the foregoing provisions before the Relevant Review Date, the rent
first hereby reserved shah continue to be payable on and from the Relevant
Review Date to the quarter day following the date of ascertainment or agreement
of the revised rent or (save in the case of the rent review on the last day of
the contractual term) the next Relevant Review Date or the last day of the
contractual term (whichever is first) (the "Interim Period") at the rate equal
to the rent payable immediately before the Relevant Review Date
73
9.2 On the first day for payment of the rent first hereby reserved after the
revised rent has been ascertained or agreed, there shall be payable by the
Tenant to the Landlord by way of rent (ii addition to the amount of rent
otherwise due on that day) the aggregate of the amounts by which the
installments of rent payable in respect of the Interim Period fall short of the
sums which would have been payable if the revised rent had been ascertained or
agreed before the Relevant Review Date together with interest on such amounts at
the Interest Rate from time to time, such interest to be calculated on the
amount of each quarterly shortfall on a day-m-day basis from the date on which
it would have been payable if the revised rent had then been ascertained or
agreed to the date of actual payment of the shortfall and the aggregate of the
interest so payable shall be recoverable in the same manner as provided in
Clause 3.25 hereof f8r the recovery of interest payable thereunder
10. Costs awarded against the Tenant
If the Tenant shall fail to pay any costs awarded against the Tenant or, as
appropriate, the moiety of the fees and expenses of the survey payable by the
Tenant under the provisions hereof within twenty-one (21) days of the same being
demanded by the Surveyor, the Landlord shall be entitled to pay the same and the
amount so paid and all incidental expenses shall be repaid by the Tenant to the
Landlord on demand together with interest thereon at 4% above the Interest Rate
from the date of demand to the date of payment by the Tenant.
11. Rent Restrictions
On each and every occasion during the Term that any restrictions shall be
imposed by statute for the control of rent in force at any Review Date or the
date on which a revised rent is agreed or determined in accordance with these
provisions and which operate to impose any limitations whether in time or amount
in the collection of an increase in the rent first reserved by this Lease or any
part thereof and which shall prevent or prohibit either wholly or partially the
operation of the above provisions for review of the rent or the normal
collection and retention by the Landlord of any increase in the rent or any
installment or part thereof, then and in each such case respectively the
operation of such provisions for review of the rent shall be postponed to take
effect on the first date or dates thereafter upon which such operation may occur
and/or the collection of any increase or increases in the rent shall be
postponed to take effect on the first date or dates thereafter that such
increase or increases may be collected and/or retained in whole or in part and
on as many occasions as shall be required to ensure the collection of the whole
increase and until the said restrictions shall be relaxed either partially or
wholly the amount of any revised rent shall be the maximum sum from time to time
permitted by the said restrictions
12. Time not of the essence
For the avoidance of doubt, for the purposes of this Schedule, time shall not be
of the essence
74
SIXTH SCHEDULE
Estate Services
Section I
1.1 In this part of this Schedule reference to "maintain" shall mean maintain,
inspect, test, service, repair, overhaul, amend and (where the Landlord
reasonably so requires in order to ensure that the Estate Common Parts are kept
in a first class state appropriate to the quality, size, nature and prestige of
the Estate as a whole) rebuild, renew, reinstate and replace and shall include,
where appropriate, treat, wash down, cleanse, paint, decorate, empty and drain
and the expression "maintenance" shall be construed accordingly Provided that
there shall be excepted any maintenance consequent upon damage or destruction by
any of the Insured Risks (save where any of the insurance monies are refused as
a result of any act or default of the Tenant or any person deriving title from
it or its or their agents or licensees)
1.2 In deciding the extent nature and quality of the relevant service or
services from time to time, the Landlord shall at all times act reasonably
1.3 In performing the Estate Services and any other services hereunder the
Landlord shall be entitled in its discretion to employ or procure or permit the
employment of managers, agents, contractors or any other persons
2. Subject to paragraphs 1.2 and 1.3 above, the following services to be carried
out in accordance with the principles of good estate management shall constitute
the Estate Services:
2.1 Estate Common Parts
To maintain the Estate Common Parts and each and every part thereof
2.2 Apparatus plant machinery etc
To maintain and operate all apparatus, plant, machinery and equipment comprised
in, or otherwise serving, the Estate Common Parts from time to time and the
buildings housing them, including (without prejudice to the generality of the
foregoing and so far as for the time being comprised in or otherwise serving the
Estate Common Parts as aforesaid) escalators, travelators, stand-by generators
and items relating to mechanical ventilation, heating, cooling, air conditioning
and humidification
2.3 Conducting Media
To maintain all Conducting Media within the Estate Common Parts or the use of
which is shared by the occupiers of more than one building on the Estate
75
2.4 Fire alarms etc.
To maintain any fire alarms and ancillary apparatus and 6re prevention and fire
fighting equipment and apparatus and other safety equipment and systems
comprised in the Estate Common Parts and in any event to maintain fire and smoke
detection fire preventive and fire fighting equipment including sprinklers,
hydrants, hosereels, extinguishers, fire alarms, fire escapes and fire escape
routes and general means of escape to the extent required to comply in relation
to the Estate Common Parts with statutory requirements and the requirements of
responsible authorities or underwriters or insurance companies
2.5 Lighting
To keep lit at such times as the Landlord may reasonably think fit all
appropriate parts of the Estate Common parts and to keep floodlit such
elevations of the buildings comprised in the Estate (including the Building) as
it may think fit
2.6 Roads Malls etc open
(Without prejudice to any right of the Landlord hereunder) to keep open and
unobstructed the roadways, streets, plazas, malls and other vehicular and
pedestrian ways and similar areas comprised in the Estate Common Parts (subject
only to any unavoidable temporary closure from time to time or closure at
certain hours for reasons of security or operational purposes)
2.7 Security surveillance and visitor control
To provide security services and personnel including where appropriate in the
Landlord's judgement closed circuit television and/or other plant and equipment
for the purpose of surveillance and supervision of users of the Estate Common
Parts (both vehicular and pedestrian)
2.8 Provision of signs and general amenities
In the Landlord's discretion, to provide, erect, place and maintain direction
signs and notices, seats and other fixtures, fittings, chattels and amenities
for the convenience of tenants and their visitors and for the enjoyment or
better enjoyment of such parts of the Estate Common Parts as are available from
time to time for use by the occupiers of, and visitors to, the Estate and/or
members of the public as the Landlord may determine
2.9 Ornamental features gardens etc.
To provide and maintain hard and soft landscaping and planting in and on such
areas of the Estate Common Parts as the Landlord may consider appropriate or
desirable including, without limitation, plants, shrubs, trees or gardens or
grassed areas and, at the absolute discretion of the Landlord, fountains
sculptures, architectural, artistic or ornamental features or murals and to keep
all such parts of the Estate Common Parts as may from time to time be laid out
as
76
landscaping (including water features) neat, clean, planted (where appropriate),
properly tended and free from weeds and the grass cut
2.10 Fixtures fittings etc.
To provide and maintain fixtures, fittings, furnishings, finishes, bins,
receptacles, tools, appliances, materials, equipment and other things for the
maintenance, appearance, upkeep or cleanliness of the Estate Common Parts and
the provision of the services set out in this part of this Schedule
2.11 Windows
As often as the Landlord may consider desirable, to clean the exterior and
interior of and all glazed atria, covered walkways, courtyards or Estate Common
Parts (including Minster Court) and all windows and window frames in any
building included in the Estate Common parts and to provide and maintain
cradles, runways and carriages in connection with such cleaning
2.12 Refuse
To provide and operate, or procure the provision and operation of, means of
collection, compaction and disposal of refuse and rubbish (including litter
within the Estate Common Parts and if necessary pest control) from the Estate
Common Parts and other parts of the Estate (to the extent that the same is not
provided to a standard considered adequate by the Landlord or at all by the
appropriate public or similar authority) and to provide and maintain plant and
equipment for the collection, compaction, treatment, packaging or disposal of
the same
2.13 Energy and Supply Services
To arrange the provision of water, fuel, oil, gas, heating, cooling, air
conditioning, ventilation, electricity and other energy and supply services to
the Estate Common Parts as may be required for use in running or operating any
service to the Estate Common Parts or distributed to occupiers of the Estate,
including, so far as appropriate, standby power generators and plants
2.14 Other Services
To provide such other services for the benefit of the Estate or the convenience
of the occupiers thereof as the Landlord may in accordance with the principles
of good estate management reasonably consider desirable or appropriate
77
Section II
1. Staff
The cost of staff (including such direct or indirect labour as the Landlord
deems appropriate) for the provision of the Estate Services (including traffic
control and policing) and all other incidental expenditure including but not
limited to:
1.1. salaries, insurance, health, pension, welfare, severance and other
payments, contributions and premiums;
1.2 the cost of uniforms, working clothes, tools, appliances, materials and
furniture, furnishings, stationery items and equipment (including telephones)
for the proper performance of the duties of any such staff;
1.3 providing, maintaining, repairing, decorating and lighting the Management
Premises and all rates, gas, electricity and other utility charges (other than
telephones and line rentals for private purposes) in respect of the Management
Premises and any reasonable actual or reasonable notional rent for such
accommodation
2. Common Facilities
The amount which shall reasonably require to be paid for, or as a contribution
towards, the costs, charges, fees and expenses in making, laying, repairing,
maintaining, rebuilding, decorating, cleansing and lighting (as the case may be)
any roads, ways, forecourt& passage% pavements, party walls or fences, party
structures, pipes or other conveniences and easements whatsoever which may
belong to, or be capable of being used or enjoyed by, the Estate in common with
any adjoining property
3. Outgoings
All existing and future rates (including water rates), taxes, duties, charges,
assessments, impositions and outgoings whatsoever (whether parliamentary,
parochial, local or of any other description and whether or not of a capital or
non-recurring nature or of a wholly novel character) payable in respect of the
Estate Common Parts or any part thereof
4. Statutory requirements
The cost of carrying out any works to the Estate Common Parts required to comply
with any
78
Represenatations
The cost of taking any steps reasonably deemed desirable or expedient by the
Landlord for complying with, making representations against, or otherwise
contesting the incidence of the provisions of any statute concerning town
planning, rating, public health, highways, streets, drainage and all other
matters relating or alleged to relate to the Estate Common Parts or the Estate
as a whole or in which occupiers within the Estate have a common interest
79
6. Estate Services and Estate Regulations
The cost of compliance with the Estate Regulations and any other ~0vt5nant.s or
regulations referred to so far as the same relate to the provision of the
services and other items referred to in this Schedule
7. Fees of the Landlord's Surveyor
The proper and reasonable fees, costs, charges, expenses and disbursements of
the Landlord's Surveyor for, or in connection with, the performance of the
duties ascribed to the Landlord's Surveyor under the provisions of this Lease
8. Management
8.1 The reasonable and proper fees of a firm of managing agents employed or
retained by the Landlord for or in connection with the general overall
management and administration and supervision of the Estate (excluding rent
collection)
8.2 A reasonable fee to the Landlord or a Group Company of the Landlord in
connection with the management of the Estate but so that, if a firm of managing
agents is appointed to manage the Estate, the fee chargeable by the Landlord or
a Group Company of the Landlord in any Estate Accounting Year under this
paragraph 8.2 shah be reduced (but not below zero) by an amount equivalent to
the fees (before Value Added Tax) charged by such managing agents and included
in Estate Expenditure for that Estate Accounting Year pursuant to paragraph 8.1
above
9. Insurance 9.1 The cost of insuring:
a) the Estate Common Parts against loss or damage by the Insured Risks
in such sum and shall in the Landlord's reasonable opinion be the full
reinstatement cost thereof (together with Value Added Tax thereon) and including
architects', surveyors' and other professional fees (and Value Added Tax
thereon) and expenses incidental thereto, the cost of shoring up, demolition and
site clearance and similar expenses;
b) any engineering and electrical plant and machinery being part of the
Estate Common Parts against explosion (to the extent that the same is not
covered by sub-paragraph 9.1(a));
c) property owner's liability and public liability or such other
insurances as the Landlord may from time to time deem necessary to effect
80
9.2 The cost of periodic valuations for insurance purposes (but no more than one
such valuation shall be carried out in each two (2) year period unless the
Landlord reasonably requires at any time a more frequent valuation)
9.3 Works required to the Estate Common Parts in order to satisfy the insurers
of the Estate
Common Parts
9.4 Any amount which may be deducted or disallowed by the insurers pursuant to
the excess provision in the Landlord's insurance policy upon settlement or
adjudication of any claim by the Landlord
10. Miscellaneous items
10.1 Leasing or hiring any of the items referred to in this Schedule
10.2 Interest, commission and fees at normal commercial rates in respect of any
moneys included in Estate Expenditure borrowed to finance the provision of
services and any of the items referred to in this Schedule
11. Exhibitions etc.
The cost of any displays, concerts, exhibitions or other forms of public
entertainment or activity undertaken within the Estate Common Parts or for the
benefit or enjoyment of the Estate and its occupiers
12. As to Covenants
The cost of compliance by the Landlord with its obligations in relation to the
Estate Services and the cost of enforcing the covenants of any other parties in
relation to the Estate Services for the general benefit of the tenants of the
Estate as reasonably determined by the Landlord (save to the extent recovered
from such parties which the Landlord shall use all reasonable endeavours to do
and save fix the cost of enforcing covenants for the payment of money)
81
SEVENTH SCHEDULE
Building Services
Section I
1.1 In this part of this Schedule, reference to "maintain" shall mean maintain,
inspect test, service, repair, overhaul, amend and (where the Landlord
reasonably SO requires in order to ensure that the Building Common Parts are
kept in a first class state appropriate to the quality size nature and prestige
of the Building as a whole) rebuild, renew, reinstate and replace and shall
include, where appropriate treat, wash down, cleanse, paint, decorate, empty and
drain and the expression "maintenance" shall be construed accordingly
1.2 In deciding the extent nature and quality of the relevant service or
services the Landlord shall at all times act reasonably
1.3 In performing the Building Services and any other services hereunder the
Landlord shall be entitled in its discretion to employ or procure or permit the
employment of managers, agents, contractors or any other persons
2. Subject to paragraphs 1.2 and 1.3 above, the following services to be carried
out in accordance with the principles of good estate management shall constitute
the Building Services:
2.1 The Retained Parts
To maintain the Retained Parts and each and every part thereof
2.2 Building Common parts
To keep clean and maintained the Building Common Parts including the windows
thereof and to keep the same adequately lighted carpeted and furnished where
appropriate
2.3 Lifts
To provide a lift service by the operation of the lifts now installed or by such
substituted lifts as the Landlord in its reasonable discretion may from time to
time decide to install and to provide such a lift service as the Landlord
reasonably considers necessary or desirable and to maintain and insure all
equipment, plant and machinery used in connection therewith
82
2.4 Hot and cold water
To provide an adequate supply of hot and cold water to the wash basins in the
Building and cold water to the lavatories and fire sprinklers therein
2.5 Air conditioning and heating
To provide air conditioning and heating to the Building including the Building
Common Parts intended to be air conditioned to such temperatures and standards
as the Landlord may from time to time reasonably consider appropriate and to
maintain all equipment plant and machinery used in connection therewith
2.6 Name boards
To provide and install name boards of such size and design as the Landlord may
in its absolute discretion determine in the main entrance to the Building and at
such other locations the Landlord may consider desirable
2.7 To provide reception and security facilities at the ground floor
entrances of the Building
Section II
1. Retained Parts
The cost of maintaining, lighting, heating, furnishing, carpeting and equipping
and (if the Landlord reasonably considers necessary) altering the Retained Parts
including, but not limited to, the provision in the main entrance halls and lift
lobby areas of floral decorations, desks, tables, chairs and other fixtures and
fittings
2. Apparatus plant machinery etc
The cost of maintaining and operating all apparatus, plant, machinery and
equipment serving the Building from time to time including (without prejudice to
the generality of the foregoing and so far as for the time being serving the
Building as aforesaid) lifts, lift shafts, escalators, travelators, stand-by
generators and boilers and items relating to mechanical ventilation, heating,
cooling, air conditioning and humidification
3. Fire alarms etc.
The cost of maintaining any fire alarms and ancillary apparatus and fire
prevention and fire fighting equipment and apparatus and other safety equipment
comprised in the Retained Parts or serving the Building and in any event of
maintaining fire and smoke detection fire preventive and fire fighting equipment
including sprinklers, hydrants, hosereels, extinguishers, fire alarms, fire
escapes and fire escape routes and general means of escape to the extent
required to comply
83
in relation to the Retained Parts with statutory requirements and the
requirements of responsible authorities or underwriters or insurance companies
4. Security and surveillance
The cost of providing security services and personnel including where
appropriate in the Landlord's judgement closed circuit television and/or other
plant and equipment for the purpose of surveillance and supervision of users of
or visitors to the Building (both vehicular and pedestrian) and for the purpose
of monitoring, organising and supervising the use of any loading bays, delivery
areas and goods lifts within the Building Provided that, for the avoidance of
doubt, such services and personnel shall not extend to the Demised Premises
5. Provision of signs and general amenities
The cost of providing, erecting, placing and maintaining direction signs and
notices, seats and other fixtures, fittings, chattels and amenities for the
convenience of tenants and their visitors and for the enjoyment or better
enjoyment of such parts of the Building Common Parts as are available from time
to time for use by the occupiers of and visitors to the Building and/or members
of the public as the Landlord may determine
6. Ornamental features gardens etc.
The cost of providing and maintaining hard and soft landscaping and planting in
and on such areas of the Retained Parts as the Landlord may consider appropriate
or desirable including, without limitation, plants, shrubs, trees or gardens or
grassed areas and appropriate fountains, sculptures, architectural, artistic or
ornamental features or murals and of keeping all such parts of the Retained
Parts as may from time to time be laid out as landscaping (including water
features) neat, clean, planted (where appropriate) properly tended and free from
weeds and the grass cut
7. Fixtures fittings etc.
The cost of providing and maintaining fixtures, fittings, furnishings, finishes,
bins, receptacles, tools, appliances, materials, equipment and other things for
the maintenance, appearance, upkeep or cleanliness of the Retained Parts and the
provision of any services for the Building
8. Windows
The cost of cleaning the exterior and (save where the same is the responsibility
of a tenant) interior of all windows and window frames in the Building and of
providing and maintaining cradles, runways and carriages in connection with such
cleaning
84
9. Refuse
The cost of providing and operating or procuring the provision and operation of
means of collection, compaction and disposal of refuse and rubbish (including
litter within the Building Common Parts and if necessary pest control) from the
Building and of providing and maintaining plant and equipment for the
collection, compaction, treatment, packaging or disposal of the same
10. Energy and supply services
The cost of the provision of water, fuel, oil, gas, heating, cooling, air
conditioning, ventilation, electricity and other energy and supply services to
the Building as may be required for use in running or operating any service to
the Building or distributed to occupiers of the Building including, so far as
appropriate, standby power generators and plant
11. Other services
The cost of providing such other services for the benefit of the Building or the
convenience of the occupiers thereof (including, without limitation, a receipt
and dispatch centre for items delivered by courier) as the Landlord may in
accordance with the principles of good estate management reasonably consider
desirable or appropriate
12. Staff
The cost of staff (including such direct or indirect labour as the Landlord
deems appropriate) employed for the provision of the Building Services or in
respect of the matters referred to in this Seventh Schedule, including but not
limited to:
12.1 salaries, insurance, health, pension, welfare, severance and other
payments, contributions and premiums;
12.2 the cost of uniforms, working clothes, tools, appliances, materials and
furniture, furnishings, stationery items and equipment (including telephones)
for the proper performance of the duties of any such staff,
12.3 providing, maintaining, repairing, decorating and lighting the Management
Premises and/or any accommodation and facilities for staff including any
reasonable residential accommodation for staff employed in the Building and all
rates, gas, electricity and other utility charges (other than telephones and
line rentals for private purposes) in respect thereof and any reasonable actual
or notional rent for such accommodation
85
13. Common Facilities
The amount which the Landlord shall reasonably require to be paid or contributed
towards the costs, charges, fees and expenses in making, laying, repairing,
maintaining, rebuilding decorating, cleansing and lighting (as the case may be)
any roads, ways, forecourts, passages, pavements, party walls or fences, party
structures, the Conducting Media or other conveniences and easements whatsoever
which may belong to, or be capable of being used or enjoyed by, the Building in
common with any adjoining or neighbouring property
14. Outgoings
All existing and future rates (including water rates), taxes, duties, charges,
assessments, impositions and outgoings whatsoever (whether parliamentary,
parochial, local or of any other description and whether or not of a capital or
non-recurring nature or of a wholly novel character) payable in respect of the
Retained Parts or any part thereof
15. Statutory requirements
The cost of carrying out any works to the Retained Parts required to comply with
any statute
16. Representations
The cost of taking any steps reasonably deemed desirable or expedient by the
Landlord for complying with, making representations against or otherwise
contesting the incidence of the provisions of any statute concerning town
planning, rating, public health, highways, streets, drainage and all other
matters relating or alleged to relate to the Retained Parts or the Building as a
whole or in which occupiers within the Building have a common interest
17. Building Services and Building Regulations
The cost of compliance with the Building Regulations and any other covenants or
regulations referred to so far as the same relate to the provision of the
services and other items referred to in this Schedule
18. Enforcement of covenants etc,
The cost of enforcing the covenants (other than covenants to pay money) in any
other 1ea.W of Lettable Areas in the Building for the general benefit of the
tenants thereof as reasonably determined by the Landlord (save to the extent
recovered from such parties which the Landlord shah use all reasonable
endeavours to do)
19. Fees of the Landlord's Surveyor
The proper and reasonable fees, costs, charges, expenses and disbursements of
the Landlord's Surveyor for or in connection with the performance of the duties
ascribed to the Landlord's Surveyor under the provisions of this Lease
86
20. Management
20.1 The proper and reasonable fees of a firm of managing agents employed or
retained by the Landlord or a Group Company of the Landlord for, or in
connection with, the general overall management and administration and
supervision of the Building (excluding rent collection)
20.2 A reasonable fee to the Landlord or to a Group Company of the Landlord in
connection with the management of the Building but so that, if a firm of
managing agents is appointed to manage the Building, the fee chargeable by the
Landlord or a Group Company of the Landlord in any Building Accounting Year
under this paragraph 20.2 shall be reduced (but not below zero) by an amount
equivalent to the fees (net of Value Added Tax) charged by such managing agents
and included in Building Expenditure for that Building Accounting Year pursuant
to paragraph 20.1 above
21. Miscellaneous items
21.1 Leasing or hiring any of the items referred to in Section I or Section
II of this Schedule
21.2 Interest, commission and fees at normal commercial rates in respect of any
moneys borrowed to finance the provision of services and any of the items
referred to in Section I or Section II of this Schedule
21.3 Operating and managing the operation of the Electricity Charge referred
to in the Eleventh Schedule throughout the Building
22. Insurance
22.1 Works required to the Building in order to satisfy the insurers of the
Building
22.2 Any amount which may be deducted or disallowed by the insurers pursuant to
any excess provision in the Landlord's insurance policy upon settlement or
adjudication of any claim by the Landlord
23. Decorations
Providing and maintaining Christmas and other special decorations for the
Building
24. As to Covenants
The cost of compliance by the Landlord with its obligations in relation to the
Building Services and the reasonable and proper cost of enforcing the covenants
of any other parties in relation to the Building Services for the general
benefit of the tenants of the Building as reasonably determined by the Landlord
(save to the extent recovered from such parties which the Landlord
87
shall use all reasonable endeavours to do and save for the cost of enforcing
covenants for the payment of money)
25. Generally
Any reasonable and proper costs and expenses (not referred to above) which the
Landlord may reasonably and properly incur in providing such other services and
in carrying out such other works as the Landlord in its reasonable discretion
may deem desirable or necessary for the benefit of the Building or any part of
it or the tenants or occupiers thereof or for securing or enhancing any
amenities of or within the Building or in the interest of good estate management
88
EIGHTH SCHEDULE
Guarantee Provisions
Covenant and indemnity by Guarantor
The Guarantor hereby covenants with the Landlord as a primary obligation that
the Tenant or the Guarantor shall at all times during the contractual term duly
perform and observe all the covenants on the part of the Tenant contained in
this Lease including the payment of the rents and all other sums payable under
this Lease in the manner and at the times herein specified and the Guarantor
hereby indemnifies the Landlord against all claims, demands, losses, damages,
liability, costs, fees and expenses whatsoever sustained by the Landlord by
reason of, or arising in any way directly or indirectly out of, any default by
the Tenant in the performance and observance of any of its obligations or the
payment of any rent and other sums
Waiver by Guarantor
The Guarantor hereby waives any right to require the Landlord to make demands
of, or to proceed against, the Tenant or to pursue any other remedy whatsoever
which may be available to the Landlord before proceeding against the Guarantor
Postponement of claims by Guarantor against Tenant
Whilst any liability of the Tenant or the Guarantor to the Landlord remain
outstanding, the Guarantor hereby further covenants with the Landlord that the
Guarantor shall not claim in any liquidation, bankruptcy, composition or
arrangement of the Tenant in competition with the Landlord and shah remit to the
Landlord the proceeds of all judgments and all distributions it may receive from
any liquidator, trustee in bankruptcy or supervisor of the Tenant and shall hold
for the benefit of the Landlord all security and rights the Guarantor may have
over assets of the Tenant
Postponement of participation by Guarantor in security
The Guarantor shall not be entitled to participate in any security held by the
Landlord in respect of the Tenant's obligations to the Landlord under this Lease
or to stand in the place of the Landlord in respect of any such security until
all the obligations of the Tenant or the Guarantor to the Landlord under this
Lease have been performed or discharged
No release of Guarantor
None of the following or any combination thereof shall release, determine,
discharge or in any way lessen or affect the liability of the Guarantor under
this Lease or otherwise prejudice or affect the right of the Landlord to recover
from the Guarantor to the full extent of this guarantee:
89
5.1 any neglect, -delay or forberance of the Landlord in endeavouring to obtain
payment of the rents or the amounts required to be paid by the Tenant or in
enforcing the performance or observance of any of the obligations of the Tenant
under this Lease;
5.2 any refusal by the Landlord to accept rent tendered by or on behalf of the
Tenant at a time when the Landlord was entitled (or would after the service of a
notice under Section 146 of the Law of Property Act 1925 have been entitled) to
reenter the Demised Premises;
5.3 any extension of time given by the Landlord to the Tenant;
5.4 any variation of the terms of this Lease (including any reviews of the rent
payable under this Lease) or the transfer of the Landlord's reversion or the
assignment of this Lease;
5.5 any change in the constitution, structure or powers of either the Tenant,
the Guarantor or the Landlord or the liquidation, administration or bankruptcy
(as the case may be) of either the Tenant or the Guarantor;
5.6 any legal limitation or any immunity, disability or incapacity of the Tenant
(whether or not known to the Landlord) or the fact that any dealings with the
Landlord by the Tenant may be outside or in excess of the powers of the Tenant;
and
5.7 any other act, omission, matter or thing whatsoever whereby but for this
provision the Guarantor would be exonerated either wholly or in part (other than
a release under seal given by the Landlord)
6. Disclaimer or forfeiture of Lease
6.1 The Guarantor hereby further covenants with the Landlord that:
(a) if a liquidator or trustee in bankruptcy shah disclaim or
surrender this Lease; or
(b) if this Lease shall be forfeited; or
(c) if the Tenant shall cease to exist
THEN the Guarantor shall, if the Landlord by notice in writing given to the
Guarantor within four and a half months after such disclaimer or other event so
requires, accept from, and execute and deliver to, the Landlord a counterpart of
a new lease of the Demised Premises for a term commencing on the date of the
disclaimer or other event and continuing for the residue then remaining
unexpired of the Term, such new lease to be at the reasonable and proper cost
90
of the Guarantor and to be at the same rents and subject to the same covenants,
conditions and provisions as are contained in this Lease (hut omitting this
Schedule)
6.2 If the Landlord shall not require the Guarantor to take a new lease, the
Guarantor shall nevertheless within 28 days of demand pay to the Landlord a sum
equal to the rents and other sums that would have been payable under this Lease
but for the disclaimer or other event in respect of the period from and
including the date of such disclaimer or other event until the expiration of six
(6) months therefrom or until the Landlord shall have granted a lease of the
Demised Premises to a third party (whichever shall first occur)
7. Benefit of Guarantee
This guarantee shall enure for the benefit of the successors and assigns of the
Landlord under this Lease without the necessity for any assignment thereof
91
NINTH SCHEDULE
Estate Regulations
1. Refuse and litter
No refuse or garbage shall be placed anywhere other than in proper containers
provided for the purpose or as may reasonably be designated by the Superior
Landlord or the Landlord or other the person responsible for providing the
Estate Services (the "Estate Landlord") and no litter shall be dropped in any of
the Estate Common Parts
2. Entrances, Corridors, Fire Exits etc.
2.1 Fire corridors, fire exits and escape stairways within the Estate Common
Parts shall (unless the Estate Landlord shall otherwise specify) be for
emergency use only and they shall not be used for any other purpose
2.2 The Tenant shall not obstruct any such fire corridors, fire exits and escape
stairways nor any other pavements, roads, streets, walkways, plazas, malls,
entrances, fire corridors, escalators or elevators within the Estate Common
Parts
3. Parking and Loading
3.1 No parking of any motor vehicles shall take place within the Estate save as
may be expressly permitted by this Lease or other legal right or permission
granted in writing from time to time by the Estate Landlord to the Tenant
3.2 Not to load or unload vehicles in the highways adjoining the Estate
4. Loudspeakers etc
No music or other sounds or noise is to be permitted to be played, broadcast,
transmitted or otherwise produced so as to be audible outside the Demised
Premises
5. Use of the Estate Common Parts
5.1 Not to obstruct the roads, streets, malls and other areas of the Estate
Common Parts
5.2 Not to do anything in the use of the Estate Common Parts which may be or
become a nuisance to the Estate Landlord or any occupier of or visitor to the
Estate
5.3 Not to cause any unnecessary noise, vibration or exhaust fumes Common Parts
92
5.4 Not knowingly to do any act or thing which may render void or voidable any
policy of insurance effected in respect of the Estate Common Parts
5.5 Forthwith to make good or procure to be made good, to the reasonable
satisfaction of the Landlord, any damage caused to the Estate Common Parts by
the Tenant or by persons authorised by the Tenant to use the same and to pay to
the Landlord on demand the cost incurred by the Estate Landlord in making good
such damage
5.6 Without prejudice to any express right which may be granted in writing to
the Tenant by the Landlord, not to park or leave unattended any vehicle or other
thing anywhere on the Estate except in the Basement and such place (if any) as
may from time to time be designated by the Landlord for such parking or leaving
and to remove (and to permit the Landlord in its discretion without notice to
the Tenant or user thereof to remove or immobilise) any such vehicle or thing
parked or left in contravention of this regulation, in particular, but without
limitation, if it shall be, or threaten to become, an obstruction or hazard to
safety or health or is otherwise offensive or injurious to the amenities of the
Estate and to pay to the Estate Landlord the cost of any such removal or
immobilisation borne by the Estate Landlord
5.7 To give all reasonable co-operation to facilitate the temporary closure of,
or changes to, the layout of the Estate Common Parts or any part thereof
consistent with the Terms of this Lease
5.8 To comply with, and to procure that those authorised by the Tenant comply
with, all directions and requests of the Estate Landlord for regulating the flow
of traffic and controlling the positioning of vehicles within the Estate Common
Parts
5.9 To comply with, and to procure that those authorised by the Tenant comply
with, all reasonable directions made by the Estate Landlord relating to security
or fire precautions in respect of the Estate Common Parts
5.10 Not to deposit any refuse, debris or other material in, or cause to be
polluted, any water areas forming part of the Estate
6. Use of the Car Park
6.1 6.1.1 Not to obstruct any access or circulation areas within the Car
Park;
6.1.2 Not to do anything in the use of the Car Park which may be or
become a nuisance or annoyance or inconvenience to the Estate Landlord or the
Landlord or to any occupier of or visitor to the Estate;
93
6.1.3 Not to cause any unnecessary noise, vibration or exhaust fumes
within the Car Park
6.1.4 Not to do any act or thing which may render void or voidable any
policy of insurance effected in respect of the Car Park;
6.1.5 To make good to the reasonable satisfaction of the Estate
Landlord or the Landlord any damage caused to the Car Park by the Tenant or by
persons authorized by the Tenant to use the same and to pay to the Landlord on
demand the cost incurred b the Landlord in making good such damage;
6.1.6 To ensure that any motor car parked in the Car Park is parked
in an orderly manner
6.2 To park only in the spaces or in the area designated for the use of the
Tenant from. time to time by the Estate Landlord or the Landlord
6.3 Not to deposit in the Car Park any rubbish, litter or refuse of any kind,
other than in proper receptacles provided for that purpose
6.4 Not to do or permit any of the following to be done within the Car
Park:
(a) the washing or cleaning of any car;
(b) works of repair or maintenance to any car;
(c) the pouring or other transfer of petrol or other fuel into or
out of the fuel tank of any car; (d) the loading or unloading
of any goods;
(e) the storage of fuel (other than that contained in the petrol
tank of any motor car); (f) the carrying on of any trade or
business
6.5 To observe such reasonable directions as shall from time to time be made by
the Estate Landlord the Landlord in respect of the temporary closure of the Car
Park and removal of cars parked therein for the purposes of maintenance or
repairs
6.6 To comply with, and to procure that those authorised by the Tenant exercise
the rights granted by Paragraph 8 of the Second Schedule comply with, all
directions and signs from time to time posted by the Estate Landlord or the
Landlord in the Car Park and all instructions or requests
94
given or made from time to time by any employee or agent of the Estate Landlord
or the Landlord for regulating traffic and controlling the positioning of
vehicles within the Car Park
6.7 If so required from time to time by the Estate Landlord or the Landlord, to
instruct the drivers of cars using the Car Park with the Tenant's authority to
leave their car keys with an authorised representative of the Estate Landlord or
the Landlord upon such terms as shall be reasonably prescribed by the Estate
Landlord, or the Landlord
95
TENTH SCHEDULE
Building Regulations
1. Refuse
1.1 To deposit all rubbish and refuse generated by or from the Demised Premises
in such receptacles as may be designated by the Landlord from time to time
1.2 Not to deposit in the Building Common Parts any rubbish, litter or refuse of
any kind other than in proper receptacles provided for the purposes or as may be
designated by the Landlord and not to bum any rubbish or refuse on the Demised
Premises
1.3 Not to discharge into any Conducting Media any oil or grease or any noxious
or deleterious effluent or substance whatsoever which may cause an obstruction
or might be or become a source of danger or which might injure the Conducting
Media or the drainage system of the Demised Premises or the Estate
2. Obstruction of the Building Common Parts
Not to do anything whereby the Building Common Parts or any other areas over
which the Tenant may have rights of access or use may be damaged or the fair use
thereof by others may be obstructed in any manner whatsoever
3. Entry to the Building
To comply with all reasonable regulations made from time to time by the Landlord
and notified to the Tenant in respect of security arrangements made in respect
of the Building
4. Damage to the Building Common Parts
To make good to the reasonable satisfaction of the Landlord any damage caused to
the Building Common Parts by the Tenant or by persons authorised by the Tenant
to use the same and to pay to the Landlord on demand the cost incurred by the
Landlord in making good such damage
5. Delivery areas etc.
To comply with all reasonable and proper directions and requests of the Landlord
issued from time to time for the reasonable regulation of the use of the Loading
Bay 6. Goods lifts 6.1 To procure that the carrying in or out of any safes,
furniture, packages, boxes, crates or other similar objects or matter to or from
the Demised Premises shah take place by prior arrangement with the Landlord only
during such hours and in such goods lifts and in such manner as the Landlord may
from time to time reasonably determine
96
5.16 To ensure that all hand trucks used within the Building shall be equipped
with rubber tires side guards
6.3 To procure that all persons using or visiting the Demised Premises shall not
use the goods lifts in the Building except by prior arrangement with the
Landlord
7. Packages etc.
For the purpose of enquiring whether the same pose any hazard, to permit the
Landlord to inspect any parcel, package, case or other thing being or proposed
to be brought into the Building if the Landlord or any employee or agent of the
Landlord shall in its or his discretion require td inspect the same and to
comply with all reasonable directions given in such circumstances
8. Courier service
If such centre is provided, to procure that all messenger services delivering to
or collecting from the Tenant or any undertenant use the receipt and dispatch
centre provided by the Landlord for courier delivery services
9. Canvassing soliciting etc
Not to permit or suffer any canvassing, busking, soliciting or peddling within
the Building
10. Instructions to staff
Not to give instructions to any staff of the Landlord whether in respect of
their regular duties or otherwise
11. Entrance doors and windows
When the Demised Premises are not in use, all entrance doors to the Demised
Premises shall be left locked and all windows left closed; entrance doors shall
not be left open at any time and all lights in the Demised Premises shall be
extinguished before the Demised Premises are closed
12. Office Cleaning
The cleaning of the Demised Premises is to be carried out before 8.00 am and
after 6.00 pm each day
97
ELEVENTH SCHEDULE
Electricity Supply
1. Definitions
In this Schedule, unless the context otherwise requires:
1.1 "Board" means London Electricity plc or other the authority or company
supplying electricity to the Building
1.2 "Principal Intake Meter" means the metering equipment installed by the Board
for the purpose of measuring the Principal Supply
1.3 "Electricity Charge" means the cost to the Landlord of supplying electricity
to the Demised Premises to be calculated in accordance with paragraph 10 of this
Schedule
1.4 "Landlord's Apparatus" means all electric cables, meters, switchgear and
other apparatus necessary for the supply of electricity from the Principal
Supply to each of the Lettable Areas and the Building Common Parts including the
Demised Premises and also all stand-by generators, the cost allocation
hardware/software/apparatus and other equipment within the Building intended to
provide the Tenant's Supply at such time or times as the Principal Supply shall
fail
1.5 "Principal Supply" means the supply of electricity to the Building by
the Board to the Principal Intake Meter
1.6 "Lessee's Meters" means the measuring equipment forming part of the
Landlord's Apparatus for the purpose of measuring the Tenant's Supply
1.7 "Tenant's Meter" means the measuring equipment installed as part of the
Landlord's Apparatus for the purposes of measuring the supply of electricity to
the Demised Premises
1.8 "Tenant's Supply" means the supply of electricity to each of the Lettable
Areas in the Building including the Demised Premises through the Landlord's
Apparatus
2. Recital
The Landlord has installed at the point of delivery of the Tenant's Supply to
and within the Demised Premises the Tenant's Meter which shall, so far as
practicable, be accurate within the limits of error reasonably allowed for
commercial grade meters
98
3. Maintain Landlord's Apparatus
The Landlord shall maintain the Landlord's Apparatus in the Building in good and
substantial repair and condition so as to permit the free flow of electricity
from the Principal Supply to the Demised Premises but shall be at liberty if
necessary and on giving to the Tenant not less than five (5) working days notice
in writing temporarily to take the Landlord's Apparatus or any part thereof out
of service for maintenance, repair, replacement or modernization causing as
little inconvenience to the Tenant as reasonably practicable and doing such work
outside normal business hours (except in case of emergency) and, subject
thereto, the Landlord shall not be liable to the Tenant or the Tenant's
employees or those claiming through or under the Tenant for such taking out of
service or for the failure, interruption or breakdown of the Landlord's
Apparatus or of the Principal Supply or the Tenant's Supply which is not
attributable to the willful default or negligence of the Landlord Provided
Always that the Landlord will carry out such maintenance, repair, replacement or
modernization with all due expedition and in a good and workmanlike manner
4. Capacity of Supply
The Tenant shall not, without the consent in writing of the Landlord (such
consent not to be unreasonably withheld), take or be entitled to take a supply
from the Landlord's Apparatus in excess of its existing service capacity
5. Legislation
The Landlord and the Tenant shall at all times comply with any regulations made
or having effect as if made by the appropriate authority under Section 36 of the
Electricity Act 1983 or any statutory reenactment from time to time of such
provisions
6. Tenant's Meters
The Landlord agrees to install and maintain in the Building (subject to the
provisions of paragraph 3 of this Schedule) Lessee's Meters sufficient for the
measurement and calculation of electricity supplied to all occupiers and other
consumers in the Building (including the supply to the Landlord for the purpose
of performing its obligations in respect of the Building) and will not
disconnect the Tenant's Supply to the Demised Premises without simultaneously
providing an alternative supply
7. Disputes
7.1 If either party shall by notice in writing to the other at any time,
question the accuracy of the Tenant's Meter the Principal Intake Meter the
Lessee's Meters and/or the Landlord's Apparatus the same shall be tested in such
manner as may be agreed between the parties or in default of agreement by an
expert nominated on the application of either party by the President for the
time being of the Institution of Electrical Engineers who shall determine
whether or not the
99
Tenant's Meter shall have failed to or register accurately and the period during
the Tenant's Meter failed to register or registered inaccurately and the amount
of error (such determination to be final and binding on the parties) and the
amount payable by the Tenant during the period determined by the expert shall be
adjusted, SO far as is necessary, to give effect to his determination and the
fees and expenses of the expert shall be borne by such of the parties and in
such proportions as he shall determine
7.2 Pending the determination of the expert in accordance with the provisions Of
paragraph 7.1 of this Schedule, the Landlord shall be entitled to make a
reasonable estimate of the electricity consumed by the Tenant and the amount
payable by the Tenant in accordance with this Schedule shall be calculated
accordingly
7.3 Any adjustment shall be made forthwith following the determination by the
expert in accordance with paragraph 7.1 of this Schedule by payment by either
party to the Other, as the case may be
8. Reading Tenant's Meters
The Landlord shall procure that readings are taken (which shall not be for
periods of less than one month) and recorded from all Lessee's Meters in the
Building and the readings taken and recorded shall (subject to manifest error
and to the provision of paragraph 7 of this Schedule) be accepted by the
Landlord and the Tenant
9. Accounts
As soon as practicable after the readings are taken, the Landlord shah deliver
to the Tenant an account with sufficient and proper details showing the amount
of Electricity Charge and details as to how the Electricity Charge has been
calculated
10. The Electricity Charge
The Electricity Charge payable by the Tenant to the Landlord shall be the
aggregate of:
a) an amount calculated in accordance with the following formula:
A = B x C
-----
D
where:
A = the amount payable by the Tenant to the Landlord;
100
B = the number of units of electricity shown by the reading on the Tenant's
Meter for the Demised Premises over a given period of time;
C = the aggregate cost of all units of electricity comprising the Principal
Supply over the same given period of time for which the Landlord is
contractually liable to pay and which is shown on the Principal Intake Meter;
and
D = the aggregate of the readings of units of electricity on all Lessee's Meters
in the Building over that same period of time;
(b) a proper proportion attributable to the Demised Premises of the actual
cost of taking readings of all consumer's meters in the Building; and
(c) a proper proportion attributable to the Demised Premises of the cost to the
Landlord of inspecting, maintaining, repairing and renewing the Landlord's
Apparatus, including operating any stand-by generators in the Building
11. The Tenant shall pay to the Landlord within fourteen days of demand (but not
more frequently than every one calendar month) in advance to the Landlord such
sum ("the Electricity Charge Advance Payment") on account of the Electricity
Charge for the period until the next readings are taken pursuant to paragraph 8
of this Schedule as the Landlord shall from time to time reasonably specify as
being in its opinion a fair and reasonable assessment of the Electricity Charge
likely to be due from the Tenant for such period provided that if following
issue of the account referred to in paragraph 9 of this Schedule the Electricity
Charge Advance Payment is less than the Electricity Charge then the Tenant shall
within fourteen (14) days of demand pay to the Landlord the balance of the
Electricity Charge in respect of the period in question; or (as the case may be)
there shall be credited against the Tenant's liability for Electricity Charge
for the next period any amount which shah have been overpaid by the Tenant by
way of Electricity Charge Advance Payment, and if such overpayments occur on a
regular basis the Landlord shah revise its estimate of the Electricity Charge
Advance Payment appropriately; and provided that the Landlord will credit to any
sums held by it in respect of Electricity Charge Advance Payments all interest
accrued thereon and the Landlord will utilise any such interest towards the
payment of the Electricity Charge
12. The Landlord shall bear the cost of supplying electricity and the proportion
of all meter rents which relate to any Lettable Areas in the Building which are
at any time unlet and shall make such adjustments to the calculation of the
Electricity Charge under paragraph 10 above as shall be reasonably necessary to
give effect to this paragraph 12.
101