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Exhibit 10.12
UNDERLEASE OF PART WITH SERVICE CHARGE
DATED 22ND MAY 1991
WERELDHAVE PROPERTY CORPORATION PLC(1)
AND
SOREMA (UK) UNDERWRITING MANAGEMENT LIMITED
AND
SOREMA (UK) GROUP LIMITED
AND SOREMA (UK) REINSURANCE LIMITED
----------------------------
UNDERLEASE
of
Premises known as the
third floor of
Sixteen Eastcheap
London EC3
----------------------------
STEPHENSON HARWOOD
One, St. Paul's Churchyard
London EC4M 8SH
(Ref: 262/65/AB36988)
1/YY426
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CONTENTS
CLAUSE PROVISION
1. Definitions
2. Demise and Rent
3. Tenant's Covenants
3.1 Rent
3.2 Insurance
3.3 Outgoings
3.4 Maintenance and Repair
3.5 Internal Decoration
3.6 Cleaning
3.7 Party Structures
3.8 Entry
3.9 Yielding Up
3.10 Alterations and Additions
3.11 Disrepair and Breach of Covenant
3.12 Signs and Name of Building
3.13 Statutory and Planning Requirements
3.14 Notices
3.15 Overloading
3.16 Encroachment
3.17 Nuisance and General Prohibitions
3.18 User
3.19 Rights of Light
3.20 Refuse
3.21 Dangerous Substances
3.22 Pipes
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CLAUSE PROVISION
3.23 Control of Common Parts
3.24 Disputes
3.25 Indemnity
3.26 Support
3.27 Sale and Letting Boards
3.28 Dilapidations and Section 146 Law of Property Act 1925
3.29 Alienation
3.30 Registration of Dealings
3.31 Landlord's Costs
3.32 Value Added Tax
3.33 Regulations
3.34 Windows
3.35 Fire Control
3.36 Interest on Late Payments
3.37 Superior Title
3.38 Rates
4. Landlord's Covenants
4.1 Quiet Enjoyment
4.2 Insurance
4.3 Provision of Services
4.4 Headlease
5. Provisos
5.1 Re-entry
5.2 Rent Suspension
5.3 Base Rate
5.4 Arrears
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CLAUSE PROVISION
5.5 Settlement of Disputes
5.6 Exclusion of Implied Rights
5.7 Unrestricted Use of Adjoining Property
5.8 Exclusion of Liability
5.9 Party Walls
5.10 Compensation
5.11 Perpetuity Period
5.12 No Planning Warranty
5.13 Notices
5.14 No Waiver
5.15 Variation in Insurance and Service Charge Percentage
5.16 Option to Determine
6. Surety
7. Interpretation
First Schedule The Demised Premises
Second Schedule Easements and Rights Granted
Third Schedule Exceptions and Reservations
Fourth Schedule Provisions for Rent Review
Fifth Schedule The Service Charge
Sixth Schedule Regulations
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THIS UNDERLEASE made the 22nd day of May 1991
BETWEEN
(1) WERELDHAVE PROPERTY CORPORATION PLC whose registered office is at 19 Sloane
Street London SWIX 9NE ("the Landlord" which expression where the context admits
includes the estate owner for the time being of the reversion of the premises
hereby demised expectant on the term hereby granted)
(2) SOREMA (UK) UNDERWRITING MANAGEMENT LIMITED whose registered office is at 51
Eastcheap London EC3M IJP ("the Tenant" which expression where the context
admits includes its successors in title) and
(3) SOREMA (UK) GROUP LIMITED and SOREMA (UK) REINSURANCE LIMITED both of whose
registered offices are at 51 Eastcheap London EC3M IJP ("the Surety")
WITNESSETH as follows:
DEFINITIONS
1. In this Lease the following expressions shall have the following meanings: -
"Building" the building known as Sixteen Eastcheap London
EC3 and shown edged blue on Plan A annexed hereto
"common parts" all the Building except the demised premises and
other areas let or lettable or occupied or
intended to be let or occupied
"demised premises" the premises described in the First Schedule
"Enactment" any and every Act of Parliament already or hereafter
to be passed and any and every order regulation and
bye-law already or hereafter to be made under or in
pursuance of any such Act
"Headlease" the superior lease or leases under which the
Landlord holds the Building from time to time
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"Insured Risks" fire (including subterranean fire) explosion
impact riot strike civil commotion and malicious
damage storm flood tempest including lightning
earthquake aircraft (except hostile aircraft)
and other aerial devices and articles dropped
therefrom missiles and projectiles bursting or
overflowing of water pipes tanks and apparatus
and such other risks as the Landlord shall from
time to time require to have insured
"Pipes" supply pipes soilpipes waste pipes sewers drains
ducts conduits downpipes gutters watercourses wires
cables channels flues service corridors trunking and
all other conducting media and includes any fixing
louvres cowls and any other ancillary apparatus
"Planning Acts" the Town and Country Planning Act 1990 the
Planning (Listed Buildings and Conservation
Areas) Act 1990 the Planning (Hazardous
Substances) Act 1990 and the Planning
(Consequential Provisions) Act 1990 and any
modification or re-enactment thereof and any and
every order regulation and byelaw already or
hereafter to be made under or in pursuance of any
such Act
"these presents" this Underlease and any document which is
supplemental hereto or which is expressed to be
collateral herewith or which is entered into
pursuant to or in accordance with the terms hereof
"Superior Lessor" the person(s) for the time being entitled to the
reversion expectant on the term created by the
Headlease
"Term" the term of years hereby granted together with any
continuation thereof (whether under an Act of
Parliament or by the Tenant holding over or for any
other reason)
"Working Hours" the hours of 8:30 a.m. to 6:00 p.m. on Mondays to
Fridays (except public holidays) and such other
times or days as the Landlord shall decide
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DEMISE AND RENT
2. In consideration of the rents hereinafter reserved and of the tenant's
covenants hereinafter contained the landlord hereby demises unto the tenant all
those the demised premises together with the rights set out in the second
schedule but excepting and reserving as mentioned in the third schedule to hold
the same unto the tenant subject to all rights of light and air and all other
easements rights quasi-easements matters and covenants (if any) affecting the
demised premises including those appearing in the headlease and the registers of
title number ngl 334633 for the term of twenty-five years commencing on the 29th
day of september 1990 (subject to determination as hereinafter provided)
yielding and paying therefor unto the landlord yearly during the term and so in
proportion for any less time than a year the following sums: -
2.1 Firstly a yearly rent of two hundred and six thousand eight hundred and
five pounds (pound sterling206,805.00) until 23rd June 1992 and thereafter
two hundred and seventy-eight thousand eight hundred and five pounds (pound
sterling278,805.00) or such other yearly rent as shall be determined in
accordance with the provisions of the Fourth Schedule such rent to be paid
clear of all deductions counterclaims or set-offs whatsoever by equal
quarterly payments in advance on the usual quarter days in every year the
first of such payments for the period from 25th December 1991 to 24th March
1992 to be made on 25th December 1991
2.2 Secondly by way of further rent on demand
2.2.1 15.07 per cent of the sum or sums of money (including the costs of any
professional valuation required for insurance purposes) expended or to
be expended by the Landlord in complying with its obligations as to
insurance (other than in respect of loss of rent) hereinafter
contained or in effecting and maintaining such other insurance as the
Landlord shall from time to time require and
2.2.2 the amount (if any) expended or to be expended by the Landlord in
respect of increased premiums occasioned by the nature of the
occupation or business of the Tenant or use of the demised premises
and
2.2.3 an amount equal to all sums expended or to be expended by the Landlord
in complying with its obligations as to loss of rent insurance
hereinafter contained
2.3 Thirdly by way of further rent on demand 15.07 per cent of all sums
expended or to be expended by the Landlord in doing the things and
providing the services set out in the Fifth Schedule Provided that if so
required by the Landlord the Tenant shall pay to the Landlord on account
quarterly in advance on the usual quarter days in every year such sum as
the Landlord's Surveyor shall reasonably estimate to be the correct figure
for that quarter (all necessary adjustments between estimated and actual
figures to be made as soon as practicable after the end of each year
(ending on such date) or such other period as the Landlord requires)
TENANT'S COVENANTS
3. The Tenant hereby covenants with the Landlord as follows: -
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RENT
3.1 To pay the rents hereinbefore reserved and made payable without any
deduction counterclaim or set-off whatsoever at the times and in the manner
aforesaid and if so requested by banker's order or credit transfer and for
value on the date of receipt of payment
INSURANCE
3.2.1 Not to effect any further or other insurance in respect of the demised
premises or any other part of the Building in duplication of the cover
effected by the Landlord but if in breach of this covenant the Tenant
does so to hold the same on trust for the Landlord and pay to the
Landlord all moneys received under such policy immediately upon
receipt
3.2.2 To comply with all recommendations and requirements made in or under
any policy of insurance relating to the demised premises or otherwise
by any insurer
3.2.3 To comply with all recommendations and requirements made by any
appropriate authority with regard to fire health safety or otherwise
3.2.4 As often as the demised premises or any other part of the Building
shall be destroyed or damaged forthwith upon the Tenant becoming aware
thereof to notify the Landlord in writing stating whether and to what
extent such destruction or damage was brought about directly or
indirectly by any of the Insured Risks so far as the Tenant is able to
ascertain the same
3.2.5 Not to carry on or do on the demised premises any trade or act in
consequence of which the Landlord would or might be prevented from
insuring the demised premises or any other part of the Building or any
other adjoining property for the time being owned by the Landlord at
the ordinary rate of premium or whereby any insurance effected in
respect of the demised premises or the Building or any such other
property would or might be vitiated or prejudiced and not to do
anything whereby any additional premium may become payable for such
insurance
3.2.6 That in the event of the demised premises or any other part of the
Building or any adjoining or neighbouring property for the time being
owned by the Landlord or any part thereof being destroyed or damaged
by any Insured Risk and the insurance money under any insurance
against the same effected thereon by the Landlord being wholly or
partly irrecoverable by reason solely or in part of any act or default
of the Tenant or any undertenant or their respective officers agents
employees invitees licensees or visitors then and in every such case
the Tenant will forthwith pay to the Landlord the whole or (as the
case may require) the irrecoverable proportion of the costs and
expenses incurred by the Landlord (including legal costs and
surveyors' fees and other professional costs and fees and
disbursements) of completely rebuilding and reinstating the same
PROVIDED THAT in the event of such insurance money being wholly or
partly irrecoverable as a result in part only of any act or default of
the Tenant or any undertenant or their respective officers agents
employees invitees licensees or visitors the Tenant shall be required
to pay a fair proportion only of the whole or (as the case may
require) the irrecoverable portion of the costs and expenses aforesaid
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OUTGOINGS
3.3 To pay and discharge all existing and future rates taxes duties charges
assessments impositions and outgoings whatsoever (including water and
environmental services rates and charges and charges for the supply of
electricity to the demised premises) whether Parliamentary parochial local
or otherwise and whether or not of an annual or recurring nature (other
than any such arising in respect of any ownership of or dealing with the
reversion mediately or immediately expectant on the Term or the right to
receive the rent payable hereunder except Value Added Tax properly payable
in accordance with the terms of these presents or any such arising by
reason of any default on the part of the Landlord) which are now or which
may at any time during the Term be charged assessed or imposed upon or
payable in respect of the demised premises or any part thereof or on the
owner or occupier thereof whether the same shall be in the nature of those
now in being or not and/or to refund to the Landlord on demand (in case any
of the same are payable charged assessed or imposed in respect of the
Building as a whole or any part thereof which includes the demised
premises) a proper proportion thereof attributable to the demised premises
to be determined by the Landlord's Surveyor
MAINTENANCE AND REPAIR
3.4.1 From time to time and at all times during the Term well and
substantially to repair renew cleanse maintain uphold and keep in good
and substantial repair and condition the demised premises (including
landlord's fixtures and tenant's and trade fixtures and fittings) (but
excluding from this covenant any structural parts of the Building and
landlord's fixtures and fittings mentioned in the Fifth Schedule) and
the appurtenances thereof and including any internal plastering and
other finishes of walls and ceilings and the screed and finish of
floors and the finish of all structural parts of the Building
including (but without limitation) all carpets and suspended ceilings
therein (damage by any of the Insured Risks (in excess of any policy
excesses) excepted unless the policy or policies of insurance effected
by the Landlord shall be vitiated or payment of the policy moneys
refused by reason of the act or default of the Tenant or any
undertenant or their respective officers agents employees invitees
licensees or visitors) and to renew or replace the demised premises or
any part or parts thereof if the same shall so require or become
beyond repair or if the same shall require renewal or replacement by
reason of any defect therein whether latent inherent or otherwise AND
to inform the Landlord in writing at once if the Tenant becomes aware
of any defect in the demised premises or the Building
3.4.2 Not to remove or dispose of any landlord's machinery or plant located
within or accessible from the demised premises whether or not in the
course of renewing or replacing the same (except to the extent that
the same are comprised in a permitted dealing with the demised
premises)
3.4.3 From time to time and at all times during the Term to maintain and
repair in good working order and if and when necessary (but subject to
Clause 3.4.2) to renew or replace the electrical water and sanitary
installations and all other plant machinery and equipment within the
demised premises and forming part thereof (landlord's fixtures and
fittings mentioned in the Fifth Schedule and damage as aforesaid
excepted) and to procure that the same are properly and regularly
serviced by qualified persons approved by the manufacturers of such
plant machinery and equipment
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3.4.4 Not to overload the electrical wiring installations and apparatus in
or serving the demised premises and at all times during the Term to
ensure that the same comply with the standards terms and conditions
laid down by the Institution of Electrical Engineers and the
regulations
3.4.5 To carry out all work required to be carried out under these presents
in accordance with good modern practice from time to time
INTERNAL DECORATION
3.5 In every fifth year of the Term and also in the last six months of the Term
(howsoever determined) having first carried out thoroughly all usual or
necessary preparatory work to ensure a high quality finish to paint polish
paper or otherwise treat as appropriate all the internal parts (usually or
requiring to be painted polished papered or otherwise treated) of the
demised premises and all additions thereto with two coats at least of good
quality paint good quality polish or other suitable material of good
quality in a good and workmanlike manner and to the satisfaction of the
Landlord PROVIDED ALWAYS that in the last six months of the Term such work
of painting and decoration shall be in tints colours and designs previously
approved in writing by the Landlord such approval not to be unreasonably
withheld
CLEANING
3.6 At all times during the Term to keep the demised premises in a clean and
tidy condition and at least once in every month to clean the inside of the
windows and window frames of the demised premises and as often as occasion
may require to wash down all tiles and other washable surfaces within the
demised premises
PARTY STRUCTURES
3.7 To pay on demand a proper contribution towards the costs and expenses
(whether incurred by the Landlord or any other person) (including legal
costs surveyors' fees and other professional costs fees and disbursements)
in making constructing repairing rebuilding renewing lighting cleaning and
maintaining any party walls and all Pipes and other structures conveniences
and appurtenances (whether or not similar to those specifically
hereinbefore mentioned) and all things the use of which is common to or
capable of being used or enjoyed in common with the demised premises and
other premises such contribution to be assessed by the Landlord's Surveyor
or by whom he may appoint whose decision shall be final and binding on all
parties hereto (save on any question of law)
ENTRY
3.8.1 To permit the Landlord and all others authorised by it at all
reasonable times on reasonable prior notice (and at all times without
notice in case of emergency) to enter upon the demised premises to
view the state of repair and condition thereof and to take a Schedule
of the Landlord's fixtures and of any defects or dilapidations and to
investigate whether anything has been done therein which constitutes
or may in the reasonable opinion of the Landlord tend to constitute a
breach of any of the covenants contained in these presents
3.8.2 To permit the Landlord and (if authorised in writing by the Landlord)
the owners lessees or occupiers of adjoining or neighbouring premises
and their respective agents servants contractors licensees and workmen
with all necessary appliances at all reasonable times on
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reasonable prior notice (and at all times without notice in case of
emergency) to enter upon the demised premises for all or any of the
purposes mentioned in the Third or Fifth Schedules
3.8.3 To permit the Landlord and all others authorised by it at all
reasonable times on reasonable prior notice (and at all times without
notice in case of emergency) to enter upon the demised premises with
materials and equipment to inspect maintain repair renew replace relay
or remove any attachments to the Building or to inspect repair
maintain or renew the Building or any adjoining or neighbouring
property and to clean maintain repair or renew any Pipes or other
structures conveniences or appurtenances belonging thereto
3.8.4 To permit the Landlord and all others authorised by it at all
reasonable times on reasonable prior notice (and at all times without
notice in case of emergency) to enter upon the demised premises for
the purpose of valuing or measuring the demised premises and also to
do anything which the Landlord shall deem necessary or prudent to
prevent a forfeiture of the Headlease or to obtain relief against any
such forfeiture
PROVIDED ALWAYS that the Landlord or other person or persons
exercising such rights shall cause as little damage to the demised
premises as possible and shall as soon as reasonably practicable make
good any damage nevertheless caused
YIELDING UP
3.9 At the expiration or sooner determination of the Term quietly to yield up
unto the Landlord the demised premises with actual vacant possession and
together with all additions and improvements thereto and all fixtures which
during the Term may be affixed or fastened to or upon the demised premises
(tenant's fixtures and fittings only excepted) in such state and condition
as shall in all respects be consistent with the full performance by the
Tenant of the covenants contained in these presents and in case any of the
Landlord's fixtures and fittings shall be missing worn out broken damaged
or destroyed forthwith to replace them with others of a similar character
and of at least equal value and to remove the Tenant's fixtures and
fittings including every moulding sign writing or painting of the name or
business of the Tenant or other occupiers from the demised premises and to
make good all damage caused by such removal to the Landlord's satisfaction
ALTERATIONS AND ADDITIONS
3.10.1 Not at any time during the Term to make any alterations or additions
to the electrical installation of the demised premises save in
accordance with the standards terms and conditions laid down by the
Institution of Electrical Engineers and the regulations of the
electricity supply authority and not to make any such alteration or
addition without the prior written consent of the Landlord
3.10.2.1 Not at any time during the Term to make any alteration or
addition whatsoever structural or otherwise (save as hereinafter
provided) in or to the demised premises or any part thereof or
change the existing design elevation or the external decorative
scheme thereof or cut maim or remove any of the walls horizontal
or vertical partitions beams columns or other structural parts
thereof
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3.10.2.2 Not to make any alterations or additions to any air conditioning
or alarm systems in the demised premises or the Pipes within or
serving the demised premises
3.10.3 Subject to prior compliance with the following conditions the Tenant
may carry out non-structural internal alterations to the demised
premises:-
3.10.3.1 the Tenant shall not interfere with any Pipes or mechanical and
electrical services which may at any time be or run under in or
through the demised premises other than electrical services
solely serving the demised premises or cause access to the same
to be or become more difficult than it now is
3.10.3.2 the Tenant shall supply to the Landlord at the cost of the Tenant
five copies of all plans and specifications and any further
information which the Landlord may reasonably require
3.10.3.3 the external appearance of the demised premises shall not be
affected and the walls dividing the demised premises from the
adjoining premises shall not be altered or affected in any way
and
3.10.3.4 the prior written consent of the Landlord shall have been
obtained such consent not to be unreasonably withheld or delayed
3.10.4 That if the Tenant shall have made or shall make any addition or
alteration to the demised premises or the electrical installation
thereof either before or after the commencement of the Term then
at the expiration or sooner determination thereof the Tenant will
(if so required by the Landlord but not otherwise) at the
Tenant's own cost and expense reinstate and make good to the
satisfaction of the Landlord the demised premises and the
electrical installation thereof and restore the same to the plan
and design as if such addition or alteration (or such of them as
may be specified by the Landlord) had not been made and will pay
the costs and expenses incurred by the Landlord (including legal
costs and surveyors' fees and other professional costs and fees
and disbursements) of and incidental to the superintendence of
such reinstatement and making good
DISREPAIR AND BREACH OF COVENANT
3.11.1 Well and substantially to commence and then proceed diligently and
expeditiously to repair remedy reinstate and make good all defects
dilapidations unauthorised works and other breaches of covenant of
which notice in writing shall be given to or left on the demised
premises for the Tenant by the Landlord within two calendar months (or
sooner if requisite) after the giving or leaving of such notice
3.11.2. If the Tenant shall fail to comply with Clause 3.11.1 to allow the
Landlord with all necessary workmen tools materials equipment and
appliances (without prejudice to any other right or remedy of the
Landlord) to enter the demised premises to repair reinstate and make
good the same and to pay to the Landlord on demand the costs and
expenses incurred (including all legal costs and surveyors' fees and
other professional costs and fees and disbursements)
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SIGNS AND NAME OF BUILDING
3.12.1 Not to erect or install any hanging sign projecting sign or other sign
aerial or other thing whatsoever on the exterior of the demised
premises or in or on the Building
3.12.2 Not to change or object to a change of the name of the Building
STATUTORY AND PLANNING REQUIREMENTS
3.13.1 At all times during the Term to observe and comply in all respects
with the provisions and requirements of any and every Enactment so far
as it may relate to or affect the demised premises or any works
additions or improvements therein or thereto or the user thereof or
the employment therein of any person and to execute all works and
provide and maintain all arrangements and make all payments which by
or pursuant to any Enactment are or may be directed or required to be
executed provided maintained or made at any time during the Term and
to indemnify the Landlord at all times against all actions proceedings
claims costs charges and expenses of or incidental to the execution of
any works or the provision or maintenance of any arrangements or
payments so directed or required as aforesaid or otherwise arising
from any contravention of any Enactment
3.13.2 Not at any time during the Term to do or fail to do on or about the
demised premises any act or thing by reason of which the Landlord may
under any Enactment incur or have imposed upon it or become liable to
pay any penalty damages compensation costs charges or expenses
3.13.3 Not without the Landlord's prior written consent which shall not be
unreasonably withheld or delayed to make any application for planning
permission relating to the demised premises or any part thereof or the
user thereof
3.13.4 Unless the Landlord shall otherwise direct in writing to carry out
before the expiration or sooner determination of the Term any works
stipulated to be carried out to the demised premises as a condition of
any planning permission obtained by or on behalf of the Tenant or any
permitted undertenant of the Tenant by a date subsequent to such
expiration or sooner determination
3.13.5 Not to make any objection to any planning application in respect of
any other premises in the Building by the Landlord or to which the
Landlord may consent
3.13.6 Not to make any objection to any planning application by the Landlord
in respect of any other adjoining or neighbouring property or any
development in the locality by the Landlord or to which the Landlord
may consent without the Landlord's prior written consent which shall
not be unreasonably withheld
NOTICES
3.14 Within five working days of the receipt of notice of the same (whether by
advertisement or not) to give full particulars to the Landlord of any
permission notice or order or any proposal for a notice or order relating
to the demised premises made given or issued to the Tenant or the owner or
occupier of the demised premises pursuant to any Enactment and if so
required by the Landlord to
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produce such permission notice or order or proposal for a notice or order
to the Landlord and also without delay to take all steps to comply with any
such notice or order and also at the request of the Landlord but at the
cost and expense of the Tenant to make or join with the Landlord in making
such objections or representations against or in respect of any such notice
order or proposal as the Landlord shall reasonably think fit
OVERLOADING
3.15.1 Not to overload any floor or roof of the demised premises or the
Building or suspend any excessive weight from the roofs ceilings walls
stanchions or structure of the demised premises or the Building
3.15.2 Not to do anything which may subject the demised premises or the
Building to any strain beyond that which it is designed to bear with
due margin for safety and unless the opinion of a qualified structural
engineer commissioned by or on behalf of the Tenant or any permitted
undertenant of the Tenant is available 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
3.15.3 To observe the weight limits prescribed for all lifts in the Building
3.15.4 Not to do anything which adversely affects the heating cooling or
ventilation of the demised premises or the Building or which imposes
an additional load on the heating cooling or ventilation plant and
equipment or any such system beyond that which it is designed to bear
ENCROACHMENT
3.16 Not to permit or suffer any encroachment upon or against the demised
premises or the acquisition of any new right of light way drainage or other
easement on over under or against the demised premises for the benefit of
other property not being the property of the Landlord and if any such
encroachment or easement shall be made or acquired or threatened to be made
or acquired forthwith to give notice in writing thereof to the Landlord and
at the cost of the Tenant to do all such things AS may be necessary to
prevent the making of such encroachment or the acquisition of such easement
or right provided always that if the Tenant shall omit or neglect to do all
such things it shall be lawful for the Landlord or any persons authorised
by it to enter the demised premises and to do the same and any expenses so
incurred by the Landlord shall be repaid to the Landlord by the Tenant on
demand
NUISANCE AND GENERAL PROHIBITIONS
3.17.1 Not to do or permit to be done anything in the demised premises which
may in the opinion of the Landlord be waste spoil or destruction or be
prejudicial or detrimental to the Landlord or the Building or be or
become a nuisance annoyance disturbance or cause damage or
inconvenience to the Superior Lessor or the Landlord or their
respective tenants or the owners tenants or occupiers of adjoining or
nearby premises or which in the reasonable opinion of the Landlord or
the Superior Lessor may prejudicially affect or depreciate the demised
premises or any adjoining or neighbouring property or which may damage
any Pipes which now are or may hereafter be placed on or near the
demised premises
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3.17.2 Not to use the demised premises or any part thereof for any sale by
auction or for residential purposes or for any illegal or immoral
purpose or for any dangerous noxious noisy or offensive nature trade
or business and not to put outside the demised premises any clothing
or other articles
3.17.3 Not to misuse or damage in any way the lifts installed in the Building
3.17.4 Not to use any radio or other sound producing apparatus so as to be
audible from outside the demised premises
3.17.5 Not to erect or set up on the demised premises or any part thereof any
machinery of any kind or any external posts wires aerials or other
works Provided that the Tenant may install or use usual office
machinery and computers in connection with the normal use of the
demised premises for the purposes hereby envisaged so long as such
installation and use does not affect the structure or the external
appearance of the demised premises
3.17.6 Not to install in or upon the demised premises any paraffin burning
apparatus whether for heating purposes or otherwise nor cause the
emission of any smoke effluvia vapour grit smell or odour from any
apparatus on the demised premises
3.17.7 On a written notice being served by the Landlord requiring the
abatement of any emission of smoke effluvia vapour grit smell or odour
to abate such emission accordingly as soon as possible thereafter
3.17.8 To pay on demand all costs charges and expenses incurred by the
Landlord in abating a nuisance caused by the Tenant or any undertenant
or their respective officers agents employees invitees licensees or
visitors and in executing all such works as may be necessary for
abating such a nuisance whether or not in obedience to a notice served
by the local authority
3.17.9 Not without the prior written consent of the Landlord to prepare or
cook any food in the demised premises and to take all necessary steps
to ensure that all smells and fumes caused by permitted cooking refuse
or food shall be removed from the demised premises in a manner and by
mechanical means approved by the Landlord and in any event so as to
ensure that in the reasonable opinion of the Landlord no nuisance or
annoyance shall be caused to the Landlord or any of the tenants or
occupiers of the demised premises or or any adjoining or neighbouring
property
USER
3.18 Not to use the demised premises or any part thereof otherwise than as high
class professional or commercial offices
RIGHTS OF LIGHT
3.19 Not to stop up darken or obstruct any windows or lights belonging to the
demised premises or any other buildings belonging to the Landlord nor to
give to any third party any acknowledgment that the Tenant enjoys the
access of light to any of the windows or openings in the demised premises
by
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the consent of such third party nor to pay to such third party any sum of
money nor to enter into any agreement with such third party for the purpose
of inducing or binding such third party to abstain from obstructing the
access of light to any of such windows or openings And that in case the
owners of adjacent land or buildings do or threaten to do anything which
obstructs the access of light to any of the windows or openings in the
demised premises the Tenant will give immediate notice thereof to the
Landlord and will adopt such means as may be required or deemed proper for
preventing the same And in the event of a breach by the Tenant of this
covenant it shall be lawful for the Landlord or its agents and others to
enter upon the demised premises and take such action and bring such
proceedings as the Landlord may think fit in the name of the Tenant and at
the expense of the Tenant for the purpose of remedying the same
REFUSE
3.20.1 Not to form a rubbish dump on the demised premises or in the common
parts of the Building and to keep all rubbish and refuse within the
demised premises and in properly covered receptacles to the reasonable
satisfaction of the Landlord
3.20.2 To comply with all reasonable directions and regulations made by the
Landlord from time to time relating to the removal storage and
disposal of rubbish and refuse
DANGEROUS SUBSTANCES
3.21 Not to bring into the demised premises or to place keep handle or store in
or about the demised premises any petrol or substance or material of a
radio-active explosive dangerous offensive combustible or inflammable
nature
PIPES
3.22 Not to stop up or obstruct in any way whatsoever or permit oil grease or
other noxious or deleterious matter or substance to enter the Pipes serving
the demised premises or the Building and to employ such plant for treating
any noxious or deleterious effluent before permitting the same to enter
such Pipes as may be required by the Landlord from time to time in
accordance with the best modern practice and in the event of any such
obstruction or injury being caused to the Pipes forthwith to make good all
such damage to the satisfaction of the Landlord
CONTROL OF COMMON PARTS
3.23.1 Not to obstruct the common parts in any manner whatsoever
3.23.2 Not to use the common parts for the parking of vehicles
3.23.3 To co-operate with the Landlord so as to prevent the common parts from
being obstructed or being used for the parking of vehicles
DISPUTES
3.24 To permit all questions and disputes relating to easements rights
privileges or boundaries arising with the owner or occupier of any property
adjoining adjacent to or opposite the demised premises or the Building to
be settled by the Landlord on behalf of the Tenant at the expense of the
Tenant
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INDEMNITY
3.25.1 To indemnify the Landlord in respect of all actions proceedings
liability costs claims and demands which might be instituted incurred
or made by any person (including officers and employees of the
Landlord) or any competent authority by reason of:
3.25.1.1 any injury to or the death of any person or damage to any
property moveable or immoveable caused by or in any way arising
out of the user of the demised premises or the state of repair
and condition of the demised premises or anything therein or
caused by or in any way arising out of the execution of any works
at or alterations or additions to the demised premises during the
Term or through any failure by the Tenant to observe and perform
the covenants on the Tenant's part contained in these presents
3.25.1.2 any interference or alleged interference with or obstruction of
any right or alleged right of light air drainage or other right
or alleged right now or hereafter existing for the benefit of any
adjoining or neighbouring property arising from any act or
neglect of the Tenant any undertenant or their respective
officers agents employees invitees licensees or visitors
3.25.1.3 any stoppage of or damage to the Pipes or other conveniences and
services used in common with the owner tenant or occupier of any
adjoining neighbouring or nearby property arising from any act or
neglect of the Tenant any undertenant or their respective
officers agents employees invitees licensees or visitors
3.25.2 Without prejudice to any covenant or liability of the Tenant under
this Underlease to indemnify the Landlord against all liability to tax
including corporation tax capital gains tax development charges and
any other present or future tax duty charge assessment or imposition
(whether Parliamentary Parochial local or otherwise and whether in the
nature of those now in being or not) and all costs and expenses in
relation thereto which may be payable by the Landlord or in respect of
the reversion to this Lease by virtue of any works development or
change of use carried out by the Tenant (or any undertenant) in or to
the demised premises or any part thereof and also against any further
liability to such taxation flowing from the indemnities contained in
this Clause or any payment pursuant to them
3.25.3 To pay and make good to the Landlord all and every loss and damage
whatsoever incurred or sustained by the Landlord as a consequence of
every breach or non observance of the Tenant's covenants herein
contained and to indemnify the Landlord from and against all actions
proceedings costs claims and demands thereby arising
SUPPORT
3.26 Not to do anything on the demised premises which would remove support from
any adjoining premises or endanger such premises in any way
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SALE AND LETTING BOARDS
3.27 To permit the Landlord and its agents to enter upon the demised premises
and affix and retain without interference upon any part thereof at any time
during the last six months of the Term a notice for letting the demised
premises and at any time during the Term for selling or disposing of the
Landlord's interest therein and during such periods to permit all persons
with authority from the Landlord at all reasonable times during the daytime
upon notice to enter and view the demised premises or any part thereof
DILAPIDATIONS AND SECTION 146 LAW OF PROPERTY ACT 1925
3.28 To pay all costs charges and expenses (including legal costs surveyors'
fees and other professional fees and disbursements and commission payable
to a bailiff) properly incurred by the Landlord: -
3.28.1 in or in contemplation of the preparation and service of any notice
pursuant to or any proceedings under Sections 146 and/or 147 of the
Law of Property Act 1925 or otherwise (whether or not any right of
re-entry or forfeiture has been waived by the Landlord or a notice
served under the said Section 146 is complied with by the Tenant or
the Tenant has been relieved under the provisions of the said Act and
notwithstanding that forfeiture may be avoided otherwise than by
relief granted by the Court)
3.28.2 in relation to the preparation and service of any notice demand and/or
Schedule of Dilapidations whether during or after the expiration or
prior determination of the Term
3.28.3 in the supervision or superintendence of any works to be carried out
in pursuance of any notice demand and/or Schedule of Dilapidations
whether or not such works shall be carried out during or after the
expiration or prior determination of the Term
3.28.4 in connection with or procuring the remedying of any breach of
covenant on the part of the Tenant contained in these presents
ALIENATION
3.29.1.1 Not to assign nor (save as hereinafter provided) underlet part
only of the demised premises and not to mortgage or charge the
whole or any part of the demised premises
3.29.1.2 Save by way of a duly authorised assignment or underletting not
to part with or share the possession or occupation of the whole
or any part of the demised premises Provided that the Tenant may
share occupation of the demised premises with any company or
companies which is or are a member or members of the same group
as the Tenant (within the meaning of Section 42 of the Landlord &
Tenant Act 1954) for so long as the Tenant and the other company
or companies shall remain members of that group and otherwise
than in a manner that creates any tenancy or other interest in
the demised premises or any rights under Part 11 of the Landlord
& Tenant Act 1954
3.29.1.3 Not to hold the whole or any part of the demised premises on
trust for another
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3.29.2.1 In this sub-clause the expression "Permitted Assignee" shall mean
a respectable and responsible person of good financial standing
who has entered into a direct covenant with the Landlord to pay
the rents reserved and other moneys made payable by these
presents and to be bound by and perform and observe the covenants
and conditions contained in these presents for the balance of the
Term then unexpired and who (if the Landlord reasonably so
requires) has obtained a guarantor or guarantors approved by the
Landlord (such approval not to be unreasonably withheld or
delayed) to enter into covenants with the Landlord (being where
there is more than one guarantor joint and several covenants) in
the terms (mutatis mutandis) of Clauses 6.1 to 6.6
3.29.2.2 Not to assign the demised premises as a whole to any person who
is not a Permitted Assignee
3.29.2.3 Not without the prior written consent of the Landlord such
consent not to be unreasonably withheld to assign the demised
premises as a whole to a Permitted Assignee
3.29.3.1 In this sub-clause the expression "Permitted Undertenant" shall
mean a respectable and responsible person of good financial
standing and the expression "Permitted Part" shall mean one of
two parts of the demised premises such that the two parts
together comprise the whole of the demised premises (excluding
only those areas required for the common use of a Permitted
Undertenant and any other occupier of the demised premises)
3.29.3.2 Not to create any underlease of the whole or any part of the
demised premises upon payment of a fine or premium nor at a rent
of less than the full yearly market rent obtainable without
taking a fine or premium to be approved in writing by the
Landlord prior to the underlease and in any event at a rent not
less than the rent for the time being reserved under these
presents or that reasonably attributable to the Permitted Part
3.29.3.3 Not to create any underlease save by instrument in writing
containing the following covenants agreements and stipulations
(an instrument containing the same being hereinafter called a
"Permitted Underlease") namely: -
3.29.3.3.1 unqualified covenants on the part of the undertenant that
the undertenant will not assign part only of the premises
underlet and will not mortgage charge underlet or part with
or share the possession or occupation of or hold on trust
for another the whole or any part thereof (in each case by
way of absolute prohibition) and
3.29.3.3.2 a covenant on the part of the undertenant that the
undertenant will not assign the whole of the premises
underlet without the prior written consent of the Landlord
under these presents (such consent not to be unreasonably
withheld) and
3.29.3.3.3 similar agreements covenants and stipulations (mutatis
mutandis) which are no less onerous than those contained in
these presents including in particular but without
limitation provisions for payment of all payments due to be
made by the Tenant hereunder or a part thereof reasonably
attributable to the Permitted Part and to give to the Tenant
full reimbursement for the cost of all services provided
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by the Tenant to the undertenant and provisions for rent
reviews at least as often as those herein contained to the
full yearly market rent obtainable without taking a fine or
premium calculated as at the dates on which the rent hereby
reserved is to be reviewed
3.29.3.3.4 a condition of re-entry on breach of any covenant by the
undertenant
3.29.3.3.5 an agreement excluding the Permitted Underlease from the
provisions of Sections 24-28 (inclusive) of the Landlord and
Tenant Act 1954
3.29.3.4 Not to underlet the whole or any part of the demised premises to
any person who is not a Permitted Undertenant nor so as to result
in more than two parts being in separate exclusive possession
(whether by the Tenant or a Permitted Undertenant)
3.29.3.5 Not without the prior written consent of the Landlord such
consent not to be unreasonably withheld to underlet the demised
premises as a whole or a Permitted Part to a Permitted
Undertenant
3.29.3.6 Not to vary the terms of any Permitted Underlease without the
Landlord's prior written consent which shall not be unreasonably
withheld provided such terms as varied continue to comply with
the requirements hereinbefore contained and in the event of any
breach non-performance or non-observance of any of the covenants
conditions agreements or provisions contained in these presents
by any undertenant to inform the Landlord in writing and at the
Landlord's request but at the Tenant's cost take all steps to
enforce such breach non-performance or non-observance
3.29.3.7 To procure that in any Permitted Underlease the rent is reviewed
in accordance with the provisions of the Permitted Underlease but
not to agree any such reviewed rent without the prior written
consent of the Landlord (such consent not to be unreasonably
withheld or delayed) and if the rent is to be determined by an
independent person not to determine whether such person is to act
as an expert or as an arbitrator without the prior written
consent of the Landlord and to procure that the Landlord's
representations as to the rent payable thereunder are made to
such independent person
3.29.3.8 To procure that the rents reserved by any Permitted Underlease
shall not be commuted or payable more than one quarter in advance
and not to permit the reduction of any rents reserved by any such
underlease
REGISTRATION OF DEALINGS
3.30.1 At the cost of the Tenant within fourteen days next after the
execution of every assurance assignment underletting surrender
mortgage or charge affecting the demised premises or devolution of the
estate of the Tenant whether by act of parties or by operation of law
or of any estate created directly or indirectly (however remotely) out
of the Tenant's estate or of the termination by any means of any such
estate or of the commencement or termination of any such sharing as is
mentioned in Clause 3.29.1.2 to give separate notices thereof in
writing with particulars thereof to the Landlord and the Superior
Lessor and deliver to the Landlord and the Superior Lessor certified
copies of any instrument effecting the same including the
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Probate of the Will or Letters of Administration or other document or
evidence of such devolution or termination and produce the same to the
Landlord and the Superior Lessor paying at the same time to the
Landlord a reasonable registration fee of not less than twenty pounds
for each such instrument or transaction and paying to the Superior
Lessor the registration fee payable under the Headlease
3.30.2 It is hereby agreed that such registration shall be evidence of
notification to the Landlord of such matter but shall not require the
Landlord to consider the terms of such matter and shall not be
evidence that it has done so
3.30.3 Whenever requested by the Landlord to give the Landlord full details
of all underleases (direct and indirect) (however remote) in respect
of the demised premises and of the persons in actual occupation or
possession of the demised premises and of the right in which they are
in such occupation or possession and of the terms thereof and of the
rents payable from time to time and of the stage reached in any rent
review negotiations or determination thereunder
LANDLORD'S COSTS
3.31 To pay the legal costs surveyors' or architects' fees and any other costs
and expenses properly incurred by the Landlord (including stamp duty on
licences and counterparts) resulting from all applications for any consent
under these presents including those incurred in cases where consent is
refused or the application is withdrawn
VALUE ADDED TAX
3.32.1 Where by virtue of any of the provisions of these presents the Tenant
is required to pay repay or reimburse to the Landlord or any person or
persons any rents costs charges fees expenses or any 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:-
3.32.1.1 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 to the Tenant
3.32.1.2 the amount of Value Added Tax chargeable on any other person (or
chargeable on the Landlord in the case of supplies which the
Landlord is deemed to make to itself) 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 by virtue of the supply by the Landlord of any goods
and/or services in respect of this Lease being subject to Value
Added Tax
3.32.2 For the avoidance of doubt 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
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REGULATIONS
3.33 To observe and perform and to ensure that the servants agents workmen and
visitors of the Tenant shall observe and perform the regulations set out in
the Sixth Schedule and any and all other reasonable regulations and
instructions from time to time made or given by the Landlord in respect of
the conduct and use of the Building provided that the same shall not impair
the Tenant's use and enjoyment of the demised premises
WINDOWS
3.34 Not except in emergency to attempt to repair or replace any windows or
glass in the exterior walls of the demised premises but to inform the
Landlord forthwith upon the Tenant becoming aware of any such repair or
replacement being required and to allow the Landlord and its agents and
workmen to enter to repair or replace the same and to pay to the Landlord
on demand the reasonable costs and expenses thereof
FIRE CONTROL
3.35 To keep any fire alarm and fire prevention and control apparatus installed
in the demised premises open to the inspection and maintained to the
satisfaction of the Landlord and not to obstruct the access to or means of
working such apparatus
INTEREST ON LATE PAYMENTS
3.36 If and so often as any rent or other moneys due from the Tenant under these
presents shall be unpaid after the due date or shall be declined by the
Landlord so as not to waive a breach of covenant the Tenant shall (without
prejudice to the Landlord's right of re-entry hereinafter contained or any
other right or remedy of the Landlord) pay (in the case of rent by way of
additional rent) interest thereon (as well after as before any judgment)
from the due date until payment or (as the case may be) acceptance
following the remedying of the breach compounded with quarterly rests on
the usual quarter days at the rate of 4% per annum above the Base Rate for
the time being declared by Lloyds Bank PLC (or other bank for the time
being specified by the Landlord) PROVIDED THAT in the case of rent paid by
banker's order such rent shall be deemed to have been paid on the date on
which the same is received by the Landlord's bank
SUPERIOR TITLE
3.37 To observe and perform the agreements covenants and stipulations (other
than payment of rent) contained or referred to in the Registers of Title
Number NGL 334633 and in the Headlease so far as they relate to the demised
premises and to keep the Landlord indemnified against all actions
proceedings costs claims and demands relating thereto
RATES
3.38.1 Not whether by proposal agreement or default to allow to be altered or
settled the rating assessment of the demised premises or any part
thereof or allow the same to be divided without the prior written
consent of the Landlord (such consent not to be unreasonably withheld
or delayed) provided that it shall be deemed to be reasonable for the
Landlord to withhold consent if the Landlord shall receive
professional advice that any proposal which the Tenant may intend to
make or any settlement which
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the Tenant may propose to accept could reasonably be expected not to
result in a reduction in the assessment
3.38.2 Fully to co-operate with the Landlord in any negotiations with the
Valuation Officer and/or the rating authority or proceedings regarding
the rating assessment of the demised premises or any part thereof
3.38.3 To indemnify the Landlord against any loss of relief from rates if a
period during which such relief may be available in respect of the
demised premises or any part thereof shall occur during the Term
LANDLORD'S COVENANTS
4. the Landlord hereby covenants with the Tenant:-
QUIET ENJOYMENT
4.1 That the Tenant paying the rents and other moneys and performing and
observing the covenants agreements conditions and stipulations as herein
provided may peaceably and quietly hold and enjoy the demised premises for
the Term without any interruption from or by the Landlord or any person
lawfully claiming under or in trust for it
INSURANCE
4.2.1 To insure the Building (except tenants' fixtures and fittings) at all
times during the Term against loss or damage by the Insured Risks
(unless such insurance shall be prevented by the act or default of the
Tenant or any undertenant or their respective officers agents
employees invitees licensees or visitors) with some insurance office
or underwriters of repute upon the usual terms and conditions of such
insurance office or underwriters (all commissions and discounts
payable in respect of such insurance belonging to the Landlord for its
own use and benefit) in the full reinstatement cost thereof (together
with an allowance for inflation and Architects' Surveyors' and other
professional fees and demolition and clearance expenses in such
amounts and including Value Added Tax as the Landlord shall from time
to time determine) and also four years' (or such longer period as the
Landlord may from time to time require) full rent and service charge
payable under these presents (including any increased rent and service
charge)
4.2.2 In case of damage to or destruction of the demised premises by any of
the Insured Risks to use all reasonable endeavours to employ the
insurance moneys (other than for loss of rent and service charge third
party risks property owners' liability professional fees and Value
Added Tax) received by it (subject to all consents having been
obtained and which the Landlord shall use all reasonable endeavours to
obtain) in reinstating and making good the demised premises with such
variations as may be necessary or desirable having regard to statutory
provisions bye-laws and regulations then in force and any planning
approval necessary and also to building standards then prevailing and
the requirements of the Superior Lessor and to make up any deficiency
out of its own moneys provided that if the rebuilding and
reinstatement of the demised premises or any part thereof shall be
frustrated or become impossible all moneys payable pursuant to any
policy of insurance effected hereunder shall belong to the Landlord
absolutely for its own use and benefit and the Tenant
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shall upon expiry of the Landlord's loss of rent insurance or at any
time thereafter be entitled to terminate this underlease by serving
notice to that effect upon the Landlord and the Term shall thereupon
absolutely cease and determine but without prejudice to any rights or
remedies that may have accrued to either party against the other
including (but without limitation) any right that the Tenant may have
against the Landlord in respect of any breach of the Landlord's
obligations set out in Clause 4.2.1 and 4.2.2
4.2.3 At the Tenant's cost to supply the Tenant with a copy or full details
of the Landlord's insurance policy or policies upon reasonable request
from time to time (but not more frequently than once every year) and
in any event forthwith to notify the Tenant in writing of any material
changes from time to time in the terms of the Landlord's insurance
PROVISION OF SERVICES
4.3 To use all reasonable endeavours to do such of the things and provide such
of the services mentioned in the Fifth Schedule as the Landlord shall from
time to time be deem appropriate in accordance with the principles of good
estate management save that where such services are expressed to be
provided at the Landlord's discretion the Landlord may but shall not be
obliged to provide them provided nevertheless that:
4.3.1 The Landlord shall be entitled to employ and pay such agents servants
contractors or such other persons as the Landlord may from time to
time think fit
4.3.2 The Landlord shall not be liable to the Tenant or any of its officers
agents employees invitees licensees or visitors for or in respect of
any loss damage or inconvenience occasioned or caused by delay
suspension breakdown inclement weather shortage of fuel or water or
stoppage due to any cause or circumstance not within the Landlord's
control or any act neglect default misfeasance or omission of any
attendant porter or other servant or employee of the Landlord or the
stoppage of any service which the Landlord reasonably considers is no
longer appropriate
4.3.3 The Landlord shall not be liable to the Tenant for any defect or want
of repair unless the Landlord has had written notice thereof or ought
to have been aware thereof in accordance with the principles of good
estate management or (except in case of emergency) during such period
thereafter as the Landlord shall reasonably take to obtain
professional advice as to the work required and competitive tenders
from contractors competent to carry out such work nor be liable in
respect of any matter mentioned in the Fifth Schedule that falls
within the ambit of any of the covenants on the part of the Tenant
contained in these presents
HEADLEASE
4.4.1 During the continuance of the Term to pay the rent reserved by the
Headlease and to indemnify the Tenant in respect of any failure to
perform the lessee's covenants contained therein in so far as the
Tenant is not liable for such performance under the covenants on its
part contained in these presents
4.4.2 To use all reasonable endeavours at the Tenant's expense to obtain the
consent of the Superior Lessor whenever the Tenant makes application
for any consent required under this
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Underlease and the consent of both the Landlord and the Superior
Lessor is required by virtue of this Underlease and the Headlease
PROVISOS
5. PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED THAT:-
RE-ENTRY
5.1 Notwithstanding and without prejudice to any other remedy and power herein
contained or otherwise available to the Landlord if
5.1.1 the rents or other moneys hereby reserved and made payable or any part
thereof respectively shall be unpaid for twenty-one days after
becoming payable (whether formally or legally demanded or not) or
5.1.2 any covenant agreement or obligation on the Tenant's part contained in
these presents shall not be performed or observed or
5.1.3 the Tenant shall permit any execution or distress to be levied on any
goods for the time being in the demised premises or
5.1.4 the Tenant (being a company) shall enter into liquidation whether
compulsory or voluntary (not being merely a voluntary liquidation
while solvent for the purposes of amalgamation or reconstruction) or a
provisional liquidator shall be appointed under the Insolvency Act
1986 or a receiver or manager or administrative receiver or
administrator shall be appointed or a proposal shall be made for a
voluntary arrangement or a proposal shall be made for a scheme of
arrangement or
5.1.5 the Tenant (being an individual) shall apply for an interim order or
shall propose a voluntary arrangement under the Insolvency Act 1986 or
shall suffer a bankruptcy order to be made under the said Act or shall
petition the Court for his own bankruptcy or shall enter into a deed
of arrangement or
5.1.6 the Tenant (being a company) shall be struck off the Register of
Companies or dissolved or (being a company incorporated outside Great
Britain) dissolved or cease to exist under the laws of the country or
the state of its incorporation
then in every such case it shall be lawful for the Landlord at any time
thereafter to re-enter upon the demised premises or any part thereof in the
name of the whole and thereupon this demise shall absolutely determine but
without prejudice to any right of action of the Landlord in respect of any
breach non-observance or non-performance of the Tenant's covenants
agreements or obligations herein contained
RENT SUSPENSION
5.2 If during the Term the demised premises or any part thereof shall be
destroyed or damaged by any of the Insured Risks so as to render the
demised premises or any part thereof unfit for occupation or use then (if
the Tenant shall have duly carried out the Tenant's obligations under
Clauses 3.1
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and 3.2 and if no insurance of the demised premises or rent and service
charge shall have been vitiated or payment of the policy moneys refused in
whole or in part in consequence of some act or default of the Tenant or any
undertenant or their respective officers agents employees invitees
licensees or visitors) the rent first hereby reserved or a fair and just
proportion thereof according to the nature and extent of the damage
sustained shall be suspended to the extent (but not otherwise) that the
insurers meet the Landlord's claim under the policy for loss of rent at the
rate which would from time to time be payable hereunder if the demised
premises were undamaged until the demised premises shall again be rendered
fit for occupation and use or the earlier expiration of four years or such
longer period as may be covered by the Landlord's loss of rent insurance
from the date of the damage or destruction and any dispute as to the extent
proportion or period of such suspension shall be determined by a single
arbitrator to be appointed by the Landlord and the Tenant and in case of
difference by the President for the time being of the Royal Institution of
Chartered Surveyors and such arbitration shall act in accordance with the
provisions of the Arbitration Acts 1950 to 1979
BASE RATE
5.3 In the event of the Base Rate of Lloyds Bank PLC (or other bank for the
time being specified by the Landlord) being abolished or ceasing to be
published and no alternative rate being presented by law to replace the
said Base Rate for the purpose (inter alia) of construing existing leases
then any reference to the said Base Rate shall have effect as if there had
been substituted from time to time for the Base Rate such rate of interest
as shall be most closely comparable with the said Base Rate such rate of
interest to be reasonably determined by the Landlord's Surveyor
ARREARS
5.4 Any moneys due to the Landlord from the Tenant under any covenant condition
or provision contained in these presents shall be due as a debt from the
Tenant to the Landlord payable on demand and in the event of non-payment
such moneys shall be recoverable by distress or otherwise in the same way
as rent in arrear
SETTLEMENT OF DISPUTES
5.5 Any dispute arising as between the Tenant and the tenant or occupier of any
other property of the Landlord as to any easement right or privilege in
connection with the use of the demised premises and such other property or
as to the walls separating the demised premises from such other property or
as to the amount of any contribution towards the expenses of works to
services used in common with such other property shall be decided by the
Landlord's Surveyor for the time being whose decision shall be binding on
all parties (save on any question of law) and whose costs shall be paid by
such of the parties to the dispute in such proportions as he shall decide
EXCLUSION OF IMPLIED RIGHTS
5.6 Nothing herein contained (save as may be expressly granted by this
Underlease) shall by implication of law or otherwise operate to confer on
the Tenant any easement right or privilege whatsoever over or against any
adjoining or other property of the Landlord (whether in the Building or
not) either for an estate in fee simple or for a term of years
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UNRESTRICTED USE OF ADJOINING PROPERTY
5.7 The Tenant shall not be entitled to the benefit of any restrictions which
the Landlord or the Superior Lessor may have imposed or may hereafter
impose on any owner or lessee of any property not comprised in the demised
premises (whether in the Building or not) and nothing herein contained or
implied shall impose or be deemed to impose any restrictions on the use of
any such property or give the Tenant the right to enforce or to have
enforced or to prevent the release or modification of any covenant
agreement or condition entered into by any purchaser from or any lessee
tenant or occupier of the Landlord or the Superior Lessor in respect of
such property
EXCLUSION OF LIABILITY
5.8 Save to the extent that the Landlord may be insured in respect thereof the
Landlord shall not be liable to the Tenant or any of its officers agents
employees invitees licensees or visitors for any injury death damage
destruction inconvenience or financial or consequential loss which may be
caused by reason of the failure stoppage leakage bursting or defect of any
water sanitary gas electricity or other apparatus or by reason of a
breakdown or defect of any plant or machinery in the demised premises or
serving the demised premises or due directly or indirectly to the act
neglect or default of any other tenant or occupier for the time being of
the Building or of any officer agent employee or other person authorised by
the Landlord to enter the demised premises or to the condition of the
demised premises
PARTY WALLS
5.9 All internal walls separating the demised premises from any adjoining
premises shall be deemed to be party walls and repairable as such
COMPENSATION
5.10 Subject to the provisions of Section 38(2) of the Landlord and Tenant Act
1954 neither the Tenant nor any assignee or underlessee shall be entitled
on quitting the demised premises or any part thereof to any compensation
under Section 37 of the said Act
PERPETUITY PERIOD
5.11 All rights granted and all reservations made in respect of Pipes not in
existence at the date hereof shall be limited to those which shall come
into existence during the Term within eighty years from the date hereof
(which shall be deemed to be the perpetuity period for the purposes of this
Underlease)
NO PLANNING WARRANTY
5.12.1 Nothing in this Lease shall be deemed to constitute any representation
or warranty by the Landlord that the demised premises or any part
thereof are or will remain authorised for use under the Planning Acts
or otherwise for any specific purpose nor shall any consent which the
Landlord may in its absolute discretion give to any change of use be
taken as including any such representation or warranty
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5.12.2 Notwithstanding that any such use might not be a permitted use under
the Planning Acts the Tenant shall remain fully bound and liable to
the Landlord in respect of the obligations undertaken by the Tenant
under these presents without being entitled to any compensation
recompense or relief or any kind whatsoever
NOTICES
5.13 Section 196 of the Law of Property Act 1925 as amended by the Recorded
Delivery Service Act 1962 shall apply to any notices required or authorised
to be given hereunder
NO WAIVER
5.14 No demand for or acceptance of rent by the Landlord or its agents with
knowledge of a breach of any of the covenants on the part of the Tenant
contained in these presents shall be or be deemed to be a waiver wholly or
partially of any such breach but any such breach shall be deemed to be a
continuing breach of covenant and the Tenant and any person taking any
estate or interest under or through the Tenant shall not be entitled to set
up any such demand for or acceptance of rent by the Landlord or its agent
as a defence in any action for forfeiture or otherwise
VARIATION IN INSURANCE AND SERVICE CHARGE PERCENTAGE
5.15 If at any time the Landlord considers it fair and reasonable that the
Tenant should pay a different proportion of the expenditure by reference to
which rent secondly and thirdly reserved is calculated the Landlord will
from time to time by serving written notice on the Tenant make such
variation therein as may be fair and reasonable in all the circumstances
OPTION TO DETERMINE
5.16 If the Tenant shall desire to determine the Term at the expiration of the
fifteenth year of the Term and shall give to the Landlord not less than six
calendar months' previous notice in writing thereof then this demise shall
upon the expiration of the fifteenth year of the Term absolutely determine
but without prejudice to any right of action of either party in respect of
any antecedent breach non-observance or non-performance of the other's
covenants agreements or obligations herein contained
SURETY
6.1 In consideration of the Landlord's granting these presents to the Tenant at
the Surety's request the Surety covenants with and guarantees to the
Landlord as a primary obligation and with joint and several liability as if
the Surety were the Tenant or a co-tenant that:
6.1.1 The Tenant or the Surety will at all times during the Term (including
any continuation or renewal thereof whether under Act of Parliament or
by the Tenant holding over or for any other reason) and also
thereafter during such period as the Tenant remains in occupation of
the demised premises duly pay the rents and all other sums payable
under these presents at the times and in the manner prescribed in
these presents including all increases in the rents (whether such
increases are effected in accordance with the provisions of these
presents or are otherwise agreed or settled between the Landlord and
the Tenant - here meaning SOREMA (UK) Underwriting Management Limited
or any company which is a member of the same group as SOREMA (UK)
Underwriting Management Limited within the meaning of Section 42 of
the Landlord and Tenant
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Act 1954) and will duly perform and observe all the covenants and
obligations on the part of the Tenant and conditions contained in
these presents
6.1.2 The Surety will make good to the Landlord on demand and indemnify 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 in the
payment of any such rent or other sum or the performance or observance
of any of the Tenant's covenants and obligations or of the conditions
contained in these presents
6.1.3 In the event that -
(i) the Tenant or a liquidator or trustee-in-bankruptcy or other
person shall disclaim or surrender these presents under any
statutory or other power or
(ii) these presents shall be forfeited or determined or
(iii) the Tenant shall cease to exist (whether by being wound up or
struck off the Register of Companies or otherwise howsoever)
6.1.3.1 then if the Landlord by notice in writing given to the Surety within
six months after such event so requires the Surety will forthwith
accept from and execute and deliver to the Landlord a counterpart of a
new underlease 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 at the same rents or increased
rents (including rent reviews) and subject to the same covenants
conditions and provisions as are contained in these presents and
indemnify the Landlord on a solicitor and own client basis against all
costs and expenses stamp duty and Value Added Tax incurred by the
Landlord in connection with the giving of notice and the granting of
the new underlease and counterpart thereof
6.1.4 The Surety will not claim in any liquidation bankruptcy composition or
arrangement of the Tenant in competition with the Landlord and will
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 behalf of the
Landlord all security and rights the Surety may have over assets of
the Tenant whilst any liabilities of the Tenant or the Surety to the
Landlord remain outstanding
6.2 None of the following or any combination thereof shall release exonerate or
discharge or in any way determine lessen or affect the liability of the
Surety as principal debtor under these presents or otherwise prejudice or
affect the right of the Landlord to recover from the Surety to the full
extent of this guarantee: -
6.2.1 any neglect delay or forbearance of the Landlord or its agents in
endeavouring to obtain payment of the rents or the amounts required to
be paid by the Tenant when the same become payable or in enforcing the
performance or observance of any of the obligations of the Tenant
under these presents
6.2.2 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 re-enter the demised premises
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6.2.3 any extension of time or other indulgence given by the Landlord to the
Tenant
6.2.4 any licences consents approvals agreements or arrangements which may
be given by the Landlord to the Tenant or agreed between them or any
variation of the terms of these presents (including any reviews of the
rent payable under these presents) or the transfer of the Landlord's
reversion or any part thereof or the assignment of these presents or
any part thereof
6.2.5 any change in the constitution structure or powers of the Tenant the
Surety or the Landlord or the liquidation administration bankruptcy or
insolvency (as the case may be) of either the Tenant or the Surety
6.2.6 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
6.2.7 the avoidance under any enactment relating to bankruptcy of any
assurance security or payment or any release settlement or discharge
which may have been given or made on the face of any such assurance
security or payment
6.2.8 any other act omission matter or thing whatsoever whereby but for this
provision the Surety would be exonerated either wholly or in part from
its obligations hereunder (other than a release under seal given by
the Landlord)
6.3 In the event of the Tenant surrendering part of the demised premises the
liability of the Surety shall continue in respect of the remainder after
making any necessary apportionments under Section 140 of the Law of
Property Act 1925
6.4 The Surety hereby waives any right the Surety may have of first requiring
the Landlord to proceed against or claim payment from the Tenant before the
Surety and the Surety hereby agrees to subordinate and does hereby
subordinate any and all claims that the Surety may have against the Tenant
existing now or arising hereafter (whether in respect of payment made under
this guarantee or otherwise) to- any or all claims by the Landlord under
these presents
6.5 The Surety shall not be entitled to participate in security held by the
Landlord in respect of the Tenant's obligations to the Landlord under these
presents or to stand in the place of the Landlord in respect of any such
security until all the obligations on the part of the Tenant or the Surety
to the Landlord under these presents shall have been performed or
discharged
6.6 This guarantee shall enure for the benefit of the successors in title and
assigns of the Landlord under these presents without the necessity for any
express assignment thereof
INTERPRETATION
7.1 In this Lease where the context so admits:-
7.1.1 words importing one gender shall be deemed to include all other
genders
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7.1.2 where there are two or more persons included in the expression "the
Tenant" or "the Surety" covenants expressed to be made by the Tenant
or the Surety shall be deemed to be made by such persons jointly and
severally
7.1.3 covenants and obligations made or assumed by any party shall be
binding on and enforceable against his personal representatives
7.2 Reference in this Underlease to any right exercisable by the Landlord or
any right exercisable by the Tenant shall be construed as including (where
appropriate) the exercise of such right: -
7.2.1 in the first case by the Superior Lessor and all persons authorised by
the Superior Lessor and
7.2.2 in both cases in common with the Landlord the Superior Lessor and all
other persons having a like right or to whom such right may be granted
7.3 Reference in this Underlease to any consent or approval required from the
Landlord shall be construed as also including the consent or approval from
the Superior Lessor where the Superior Lessor's consent would be required
except that nothing herein shall be construed as either imposing on the
Superior Lessor any obligation (or indicating that such an obligation is
imposed on the Superior Lessor) or relieving the Superior Lessor from any
obligation expressly or impliedly imposed by the Headlease not unreasonably
to refuse any such consent or approval
7.4 Any negative covenant by the Tenant in this Underlease shall be construed
as if it were also a covenant not to permit or suffer the act or thing in
question to be done by any licensees invitees agents employees or visitors
of the Tenant or of any sub-tenant or other occupier of the demised
premises and any positive covenant by the Tenant in this Underlease shall
where applicable be construed as if it were also a covenant to procure that
the act or thing in question be done by licensees invitees agents employees
and visitors of the Tenant and of any sub-tenant or other occupier of the
demised premises
7.5 A consent or approval to be given by the Landlord shall not be effective
for the purposes of this Underlease unless it is in writing and signed by
or on behalf of the Landlord
7.6 Reference in this Underlease to a statute shall include any modification or
re-enactment thereof and any instrument order regulation or bye-law made
thereunder for the time being in force
7.7 Headings in this Underlease shall not be deemed to form part of this
Lease and accordingly shall not be taken into account in the construction
or interpretation thereof
7.8 For the avoidance of doubt and notwithstanding the domicile or place of
business of any party from time to time having an interest in these
presents these presents shall be governed by and construed in all respects
in accordance with the Laws of England and proceedings in connection
herewith shall be subject (and the parties hereby submit) to the
non-exclusive jurisdiction of the English Courts
IN WITNESS whereof this deed has been duly executed the day and year first
before written
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THE FIRST SCHEDULE
THE DEMISED PREMISES
1. All those premises forming part of the Building at basement and third floor
levels for the purpose of identification only shown edged red on Plans B and C
annexed hereto excluding the part of the Building shown edged green on Plan B
2. There shall be included in this demise:-
2.1 The entirety of all boundary walls (other than structural or exterior
walls) or those parts thereof which serve exclusively to enclose the
demised premises
2.2 One half (severed vertically) of those non-structural walls or partitions
(or parts thereof) which serve to divide the demised premises from other
premises
2.3 The internal plastering or other surface or finish attached or applied to
the ceilings floors and walls of the demised premises and to the frames and
entrance doors to all lifts serving the demised premises
2.4 The internal plastering or other surface or finish attached or applied to
any structural columns and beams which are situate within (or partly within
to the extent of such part) the demised premises
2.5 The suspended ceilings light fittings raised floors and carpets fitted or
laid in the demised premises
2.6 All doors and door frames and internal window sills in or serving the
demised premises
2.7 All fixtures and fittings in and about the demised premises
2.8 All additions (except tenant's and trade fixtures) at any time hereafter
made to the demised premises
3. There shall be excluded from this demise:-
3.1 The floor slabs and the air space between the fourth floor slab and the
suspended ceilings and between the third floor slab and the raised floors
3.2 The foundations of the Building
3.3 Any structural columns beams and joists and all other structural
load-bearing or exterior parts of the Building
3.4 All lift doors and door frames windows and window frames
3.5 All air-conditioning heating and ventilating plant and equipment
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THE SECOND SCHEDULE
EASEMENTS AND RIGHTS GRANTED
1. The right at all times for all reasonable purposes connected with the demised
premises but not for any other purposes to pass and repass by foot only to and
from the demised premises and the toilet for disabled persons in the basement of
the Building over and along the entrance halls staircases passageways entrances
lift lobbies and all other parts of the Building giving access to and from the
demised premises and the said toilet for disabled persons Provided that outside
Working Hours such right shall be exercised in such manner as the Landlord's
security arrangements may reasonably require
2. The free and uninterrupted passage and running of water soil electricity
telephone and other services from and to the demised premises in and through the
Pipes now or at any time hereafter during the Term in or under other parts of
the Building
3. The right of support shelter and protection from the remainder of the
Building
4. The right to use the toilet for disabled persons in the basement of the
Building and all necessary rights of access thereto and egress therefrom
including the use of the lift between the third floor and the basement
5. Subject to the Landlord's prior written approval (which shall not be
unreasonably withheld or delayed) the right to run Pipes through the airspace
between the fourth floor slab and the suspended ceiling of the third floor and
between the third floor slab and the raised floor
THE THIRD SCHEDULE
EXCEPTIONS AND RESERVATIONS
There are excepted and reserved to the Landlord and its lessees and assigns
and all persons to whom the Landlord shall hereafter grant any such right or
rights:
1. The free and uninterrupted passage of and running of water soil gas oil
electricity telephone heating and other services to and from other parts of the
Building in and through the Pipes now or at any time in the future in or under
the demised premises
2. The right at all reasonable times upon reasonable prior notice (and at all
times with or without notice in case of emergency) to enter upon the demised
premises for the purpose of connecting laying inspecting repairing cleansing
maintaining altering replacing relaying or renewing any Pipes and to erect
construct or lay in under over or across the demised premises any Pipes or works
for the drainage of or for the supply of water gas electricity telephone heating
and other services to the Building the person exercising such right doing as
little damage to the demised premises as possible and making good any damage to
the demised premises thereby occasioned but without payment of compensation for
any annoyance nuisance noise vibration or inconvenience caused to the Tenant or
any other person in connection with the use of the demised premises or otherwise
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3. The right at all reasonable times upon reasonable prior notice (and at all
times with or without notice in case of emergency) to enter upon the demised
premises to view the state and condition of the Building and to carry out the
works and provide the services set out in the Fifth Schedule the person
exercising such right doing as little damage to the demised premises as possible
and making good any damage to the demised premises thereby occasioned but
without payment of compensation for any annoyance nuisance noise vibration or
inconvenience caused to the Tenant or any other person in connection with the
use of the demised premises or otherwise
4. The right to the passage of light and air and any other easement to which the
Landlord may be or become entitled in respect of any adjoining or neighbouring
property of the Landlord (whether in the Building or not)
5. The right to erect scaffolding erect build rebuild and/or alter as it may
think fit at any time and from time to time any buildings or bays or projections
to buildings on any property adjoining or neighbouring the demised premises
including the right to build into any existing boundary wall of the demised
premises or make use of any column of the demised premises and the right to use
and/or develop any adjoining or neighbouring property of the Landlord (whether
in the Building or not) in such manner as the Landlord may think fit in each
case notwithstanding that the access of light or air to the demised premises may
thereby be obstructed or affected and without payment of compensation for any
annoyance nuisance noise vibration or inconvenience caused to the Tenant or any
other person in connection with the use of the demised premises or otherwise
6. The right of support shelter and protection for the Building from the demised
premises
7. The right to enter upon the demised premises in the circumstances in which in
the covenants by the Tenant herein contained the Tenant covenants to permit such
entry
THE FOURTH SCHEDULE
PROVISIONS FOR RENT REVIEW
1. In this Schedule the following expressions shall have the following
meanings: -
1.1 "review date" means the fifth anniversary of the date provided herein for
the commencement of the Term and every subsequent fifth anniversary thereof
and (unless the Tenant gives notice pursuant to Section 27(l) of the
Landlord and Tenant Act 1954) three calendar months prior to the date on
which the Term would expire by effluxion of time but for any continuation
thereof (whether under an Act of Parliament or by the Tenant holding over
or for any other reason) or in the event of notice being given by the
Landlord pursuant to Clause 5.16 three calendar months prior to the
fifteenth anniversary of the date provided. herein for the commencement of
the Term
1.2 "rent" shall not include the rent secondly and thirdly reserved and made
payable under Clause 2 of this Underlease
1.3 "the relevant review date" means that review date at which the rent is to
be agreed or determined pursuant to the provisions of this Schedule
1.4 "the open market rent" means the full yearly market rent for which the
demised premises might reasonably be expected to be let as a whole at the
relevant review date:-
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1.4.1 on the open market
1.4.2 by a willing landlord to a willing tenant
1.4.3 with vacant possession
1.4.4 without taking a fine or premium
1.4.5 for any use authorised under these presents
1.4.6 for a term of Fifteen (15) years and otherwise upon the terms and
conditions of this Underlease (save as to the amount of rent but
including the provisions for rent reviews herein contained)
1.4.7 on the assumption (whether or not it is a fact) that at the relevant
review date
1.4.7.1 the demised premises are fully fitted out and equipped and ready
for immediate occupation and use in a manner that is suitable for
and acceptable to the said willing tenant for the user for the
time being authorised by these presents and no capital is
required to be expended to enable them to be so used
1.4.7.2 no work has been carried out thereon by the Tenant or its
predecessors in title or any undertenant or any other person
which has diminished the rental value of the demised premises
1.4.7.3 in case the demised premises or the services or the accesses
thereto have been destroyed or damaged they have been fully
restored
1.4.7.4 all the Tenant's covenants and obligations in this Underlease
have been complied with
1.4.7.5 the demised premises and the said willing tenant enjoy planning
permission and all other necessary consents for the user of the
demised premises for the time being authorised under these
presents for the Term
1.4.7.6 the said willing tenant does not seek a rent free period nor any
reduction in rent to allow it the equivalent of a rent free
period nor any other form of inducement to occupy the demised
premises and in considering any comparable rents the existence of
any rent free period or any reduction in rent calculated to allow
for any rent free period or any other form of inducement as
aforesaid shall be ignored
1.4.7.7 if Value Added Tax or other similar tax is charged on the rents
and/or any other moneys payable from time to time under these
presents the said willing tenant would be able to recover such
Value Added Tax or other similar tax in full
1.4.8 but disregarding:
1.4.8.1 any goodwill attached to the demised premises by reason of the
carrying on thereon of the authorised trade or business of the
Tenant
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1.4.8.2 any improvements carried out after the date hereof by the Tenant
during the Term and completed within a period of twenty-one years
preceding the relevant review date with the prior written consent
of the Landlord otherwise than in pursuance of an obligation to
the Landlord or at the expense or partly at the expense of the
Landlord
1.4.8.3 any diminution in the net lettable area of the demised premises
resulting from the installation by the Tenant of any additional
plant machinery or equipment or structures for housing the same
or any partitioning works
1.4.8.4 any statutory limitation or control of rents for the time being
in force
1.4.8.5 the adverse effect upon rent of the taxable status of the said
willing tenant for the purpose of Value Added Tax or any other
tax
1.4.8.6 any adverse effect upon rent of any temporary works operations or
other activities on any adjoining or neighbouring property
1.4.8.7 any adverse effect upon rent of the option to determine contained
in Clause 5.16
1.5 "revised rent" means the new or increased yearly rent payable in
substitution for the previous rent
1.6 "the current rent" means the yearly rent payable (but for any suspension)
in the year ending on the relevant review date
1.7 "the Surveyor" means the independent surveyor required to be appointed
pursuant to Paragraph 3 of this Schedule
2. From and after each review date the rent shall be the rent agreed in
writing between the Landlord and the Tenant or in the absence of such agreement
shall be whichever is the higher of:-
2.1 the current rent and
2.2 the open market rent
3. If the Landlord and the Tenant shall not have agreed in writing the open
market rent by the relevant review date the Landlord or the Tenant may at any
time thereafter require in writing to the other of them an independent surveyor
to be appointed to determine the open market rent
4. The Surveyor (who shall be a Fellow of the Royal Institution of Chartered
Surveyors and be experienced in the valuation of premises of a like nature to
and in the location of the demised premises) may be agreed upon by the Landlord
and the Tenant and in default of such agreement within two months of a
requirement being made pursuant to Paragraph 3 of this Schedule shall be
appointed by the President for the time being of the Royal Institution of
Chartered Surveyors (or any body for the time being performing the functions of
the said Institution) on the application of the Landlord or the Tenant made at
any time after the said period of two months and if the said President shall for
any reason not be available or be unable to make such appointment then the
appointment may be made by the Vice President or next available senior officer
of the said Institution (or any other body as aforesaid) then available Provided
that at any time before the earlier of the Landlord suggesting in writing who
the Surveyor should be or the Landlord
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responding to the Tenant's suggestion in writing who the Surveyor should be the
Landlord may elect by notice in writing to the Tenant that the Surveyor shall
act as an arbitrator in the manner hereinafter described and not as an expert
and in that case this Paragraph shall be deemed to be a submission to
arbitration within the Arbitration Acts 1950 to 1979
5. In the absence of an election by the Landlord under Paragraph 4 of this
Schedule:-
5.1 Notice in writing of his appointment shall be given by the Surveyor to the
Landlord and the Tenant and he shall invite each to submit within a
specified period (which shall not exceed four weeks) a valuation
accompanied if the Landlord or the Tenant so desire by a statement of
reasons
5.2 The Surveyor shall act as an expert and not as an arbitrator. He shall
consider any valuation and reasons submitted to him within the said period
but shall not be in any way limited or fettered thereby and shall determine
the open market rent in accordance with his own judgment
5.3 The Surveyor shall give notice in writing of his decision to the Landlord
and the Tenant within two months of his appointment or within such extended
period as the Landlord may at any time allow
5.4 The decision of the Surveyor shall be final on all matters referred to him
6. If the Surveyor shall fail to determine the open market rent and to give
notice thereof within the time and in manner hereinbefore provided or if he
shall relinquish his appointment or die or otherwise fail or be unable to
determine the same the Landlord may apply to the President or such other officer
of the Royal Institution of Chartered Surveyors (or other body as aforesaid) as
aforesaid for a substitute to be appointed in his place which procedure may be
repeated as many times as necessary
7. The fees of the Surveyor and of the Royal Institution of Chartered
Surveyors (or other body as aforesaid) shall be shared equally between the
Landlord and the Tenant save where the rent proposed by either (but not both) of
them (whether or not during without prejudice negotiations) prior to the
reference to the Royal Institution of Chartered Surveyors (or other body as
aforesaid) is within 10% of that determined by the Surveyor in which case such
fees shall be borne by the other and if the Tenant shall fail to pay its share
thereof the Landlord shall be entitled to make such payment and the amount
thereof shall be immediately due and payable by the Tenant to the Landlord
8. In the event that by the relevant review date the Landlord and the Tenant
shall not have agreed in writing the rate of the rent to be payable from and
after such date or the Surveyor (if appointed) shall not have determined the
same or given the notice provided for in Paragraph 5.3 of this Schedule then the
Tenant shall continue to pay (but on account of any revised rent) rent at the
rate of the current rent until the quarter day immediately following the
reaching of such agreement or determination or the giving of the said notice
whichever shall first occur If such agreement or determination or the giving of
the said notice shall result in a revised rent there shall be added to and be
payable with the instalment of the revised rent due on such quarter day
(notwithstanding that the provisions of Paragraph 9 of this Schedule remain to
be complied with) the amount representing the difference between the current
rent and the revised rent from the relevant review date until such quarter day
together with interest on such amount (compounded with monthly rests) at a rate
equivalent to 4% per annum above the Base Rate of Lloyds Bank PLC (or other bank
for the time being specified by the Landlord) from time to time from the
relevant review date until payment. If such agreement or determination or the
giving of the said notice shall not have resulted in a revised rent then rent at
the rate of the current rent shall continue to be payable
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9. Immediately after the open market rent shall have been agreed or determined
as aforesaid a memorandum of the revised rent (if any) in such form as the
Landlord may reasonably require shall be signed recording the amount of the
revised rent on behalf of the Landlord and the Tenant and each party shall pay
its own costs and expenses in respect thereof
10. If at any time or times there shall be in force any Enactment which shall
restrict or in any way affect the Landlord's right to have the rent reviewed as
hereinbefore provided or which shall restrict or in any way affect the
Landlord's right to payment of a revised rent the Landlord shall be entitled
following the repeal termination or modification of such Enactment (but in the
event of a modification of such Enactment only to the extent permitted by such
modification) to serve notice upon the Tenant requiring the Tenant to pay to the
Landlord as from the first quarter day ("the interim review date") occurring not
less than twenty-eight days after the date of service of the Landlord's notice
until such rent shall next be varied in accordance with the provisions of this
Schedule the rent stated in the Landlord's notice and such rent shall become
payable accordingly unless the Tenant shall have served upon the Landlord within
twenty-eight days of the date of service of the Landlord's notice a counter
notice requiring in substitution for the rent stated in the Landlord's notice
whichever is the higher of the yearly rent payable hereunder immediately before
the interim review date and the open market rent of the demised premises on the
interim review date whereupon in the absence of agreement a Surveyor shall be
appointed to determine the open market rent in accordance with the foregoing
provisions of this Schedule so far as the same shall be applicable with the
substitution of the interim review date for the relevant review date
11. For the avoidance of doubt it is hereby agreed and declared that time
shall not be of the essence of any of the provisions of this Schedule
THE FIFTH SCHEDULE
THE SERVICES
1. The repair (including rebuilding where necessary or desirable) of the
structure and exterior of the Building so far as that is not the Tenant's
responsibility and the decoration to such standard as the Landlord's Surveyor
shall consider appropriate of the exterior and the common parts and the cleaning
of the outside stonework of the Building and the maintenance of the
appurtenances of the Building including any boundary walls fences and gates and
any trees shrubs flowers and other vegetation and landscaping in the Building or
its curtilage and the repair maintenance rebuilding renewing making lighting
connecting into and cleansing (or contribution to the cost of any such) of all
ways roads pavements sewers drains channels watercourses wires cables fences
party walls and structures and other conveniences which shall belong to or be
used for the Building in common with other premises near or adjoining the
Building
2. The repair (including replacement where necessary or desirable) and
maintenance of the lifts boilers or other central heating apparatus hot water
supply systems air-conditioning and ventilating systems and appliances fire
fighting systems and equipment which are are not expressly stated to be the
Tenant's responsibility under these presents pumps building management systems
and all other plant equipment apparatus and machinery serving the Building
3. At the Landlord's discretion the establishment and maintenance in the
Landlord's absolute discretion of a sinking and/or reserve fund based on normal
commercial principles for the replacement (but not upgrading) from time to time
of the lifts boilers or other central heating apparatus hot water supply systems
air-conditioning and ventilating systems and appliances fire-fighting systems
and equipment pumps building management systems and all other plant equipment
machinery and apparatus serving the Building
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4. The employment of housekeepers cleaners porters receptionists security
personnel managers and other staff for the Building including salaries wages
insurances pensions National Insurance contributions the provision of uniforms
and/or protective clothing compensation for unfair dismissal or redundancy
5. The cleaning lighting furnishing and maintenance of the entrance halls
stairways passages common washrooms lavatories and lifts such windows and plate
glass as do not form part of premises which are let or occupied or intended to
be let or occupied and any other common parts
6. Refuse disposal (excluding specialist refuse or waste arising from the
Tenant's particular trade or business at the demised premises)
7. The payment of all charges for water gas oil electricity and other like
services and also all existing and future rates taxes duties charges assessments
impositions and outgoings whatsoever to the extent that the same do not relate
to lettable areas within the Building
8. The provision of hot water and heating and cooling during such periods as
the Landlord may reasonably determine from time to time having regard to weather
conditions
9. If so requested by the Tenant at any time during the Term but subject to
obtaining any necessary consents therefor the provision of a satellite dish or
such further satellite dishes as can in the Landlord's opinion be accommodated
on the roof of the Building for receiving and/or transmitting signals to such
satellites as the Landlord may in its absolute discretion decide having regard
to the wishes of the Tenant and such other tenants (if any) in the Building as
may from time to time wish to share the use of any such dish together with
appropriate connections to the demised premises all installation and maintenance
costs in connection therewith to be apportioned between the Tenant and such
other tenants in the same proportions as their respective service charge
percentages bear to each other
10. The carrying out of all works to the Building which shall be necessary to
comply with and the doing of anything which is reasonably necessary or prudent
to contest the incidence of any requirements of any Enactment
11. The insurance of the common parts of the Building against the Insured Risks
and any insurance against employers' liability public liability and third party
risks boiler escalator and lift insurances and other insurances which in the
opinion of the Landlord shall be appropriate
12. The execution of any works that the Landlord shall reasonably consider
necessary for the protection and safety of the Building or members of the public
visiting or passing the Building
13. The payment of reasonable management and other professional costs
(including surveyors' builders' architects' engineers' accountants' and
solicitors' costs) and expenses including Value Added Tax or other similar tax
incurred by the Landlord from time to time by virtue of or in relation to any
matter provided for in these presents including this Schedule (and if the
Landlord shall not employ managing agents to manage some or all of the matters
set out in this Schedule the payment of a reasonable sum to the Landlord as a
management fee)
14. At the Landlord's discretion the payment of commitment fees interest and
any other cost of borrowing money to finance some or all of the matters set out
in this Schedule
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15(a) At the Landlord's discretion the provision and maintenance of furniture,
furnishings and plants in the entrance foyer of the Building and the
installation and maintenance of security and entry systems serving the entrances
to the Building (b) The payment of any charges in connection with the rental
thereof and the provision in the entrance foyer of the Building of a tenants'
directory board showing the names (inter alia) of up to three persons or
companies carrying on business in the demised premises
16. The performance and observance of the covenants in the Headlease on the part
of the tenant thereunder so far as the Tenant and other tenants in the Building
are not made specifically responsible therefor
17. The prevention by any means of a forfeiture of the Headlease or the
obtaining of relief therefrom (except where the Tenant is hereby made wholly
responsible for the Landlord's expenses thereof and except where such forfeiture
or the possibility thereof is caused solely by any act or default on the part of
the Landlord)
18. At the Landlord's discretion the provision maintenance and renewal of such
other services facilities or amenities and the carrying out of such works to the
Building and its appurtenances as the Landlord's Surveyor shall from time to
time reasonably consider necessary or desirable provided the same shall be in
accordance with the principles of good estate management
THE SIXTH SCHEDULE
REGULATIONS
1. Loading unloading delivery and despatch of goods shall be carried out only by
means of the entrances designated for such purposes and at reasonable times
stipulated by the Landlord
2. No sound amplification equipment shall be used in a manner which is audible
outside the demised premises
3. Precautions shall be taken to avoid water freezing in the Pipes within the
demised premises
4. Fire escape doors and corridors shall not to be obstructed or used except in
emergency
5. The demised premises shall be secured against intrusion when not in use
6. If the Tenant is permitted to use the common parts for transporting goods or
materials such transport shall only be by means of soft-wheeled trolleys or
trucks which leave no blemish on carpets and floor surfaces and which are used
in a manner which does not result in damage to the walls or doors of the common
parts
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THE COMMON SEAL of )
WERELDHAVE PROPERTY )
CORPORATION PLC was )
hereunto affixed in )
the presence of-.- )
Director
Secretary
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