DATED 2ND DECEMBER 1994
(1) GLOBE TRUST LIMITED
(2) WORLD xCHANGE
COMMUNICATIONS LIMITED
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UNDERLEASE
relating to
Suite 9.02 Exchange Tower,
1 Harbour Exchange Square
London E14 9GB
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CLIFFORD CHANCE
200 Aldersgate Street
London EC1A 4JJ
UNDERLEASE
CLAUSE INDEX PAGE
PARTICULARS............................................ (1)
1. DEFINITIONS ........................................... 1
2. DEMISE PARCELS AND RENT................................ 5
3 LESSEE'S COVENANT ..................................... 6
3.1 PAY RENTS.............................................. 6
3.2 PAY OUTGOINGS.......................................... 6
3.3 PAY VALUE ADDED TAX ................................... 7
3.4 LESSEE'S INSURANCE COVENANT............................ 7
3.5 REPAIR................................................. 9
3.6 INTERNAL REDECORATION.................................. 9
3.7 MAINTAIN LESSOR'S FIXTURES............................. 9
3.8 INSPECTION ............................................ 10
3.9 ALTERATIONS ........................................... 11
3.10 USER .................................................. 11
3.11 OBSTRUCTIONS........................................... 12
3.12 REGULATIONS ........................................... 12
3.13 COMPLIANCE WITH STATUTORY ENACTMENTS .................. 12
3.14 ALIENATION ............................................ 13
3.15 REGISTRATION .......................................... 16
3.16 INFORMATION ........................................... 16
3.17 COSTS AND FEES ........................................ 16
3.18 PLANNING ACTS ......................................... 17
3.19 FIRE FIGHTING EQUIPMENT ............................... 18
3.20 NOTICE OF RE-LETTING OR SALE........................... 18
3.21 NOT TO PERMIT ACQUISITION OF EASEMENTS................. 19
3.22 TO NOTIFY LESSOR ...................................... 19
3.23 INDEMNITY ............................................. 19
3.24 NEW SURETY OR GUARANTOR ............................... 19
3.25 PLEDGING CHATTELS AS SECURITY ......................... 20
3.26 PERFORM AND OBSERVE COVENANTS ......................... 20
3.27 AIR-CONDITIONING ...................................... 20
3.28 YIELD UP .............................................. 20
4. LESSOR'S COVENANTS .................................... 21
4.1 QUIET ENJOYMENT ....................................... 21
4.2 THE SUPERIOR LEASE .................................... 21
4.3 LESSOR'S INSURANCE COVENANT ........................... 21
4.4 PROVISION OF SERVICES.................................. 22
5. RENT REVIEW ........................................... 23
5.1 DEFINITIONS ........................................... 23
5.2 PAYMENT OF NEW RENT ................................... 25
5.3 DETERMINATION OF THE NEW RENT.......................... 25
5.4 ARREARS AND INTEREST................................... 26
5.5 RENT REVIEW MEMORANDUM ................................ 26
5.6 BINDING NATURE OF SURVEYOR'S DETERMINATION............. 26
5.7 STATUTORY OBLIGATIONS ................................. 26
5.8 TIME................................................... 27
5.9 RIGHTS OF OTHERS...................................... 27
6. SERVICE CHARGE PAYMENT................................. 27
6.1 AMOUNT PAYABLE ........................................ 27
6.2 PAYMENT ON ACCOUNT .................................... 27
6.3 ESTIMATES AND CALCULATIONS ............................ 27
7 MISCELLANEOUS.......................................... 28
7.1 RE-ENTRY .............................................. 28
7 2 RENT ABATEMENT ........................................ 29
7.3 EXCLUSION OF LIABILITY ................................ 29
7.4 NOTICES ............................................... 30
7.5 SECTION 37 LTA ........................................ 30
7.6 EASEMENTS AND RIGHTS ENJOYED IN COMMON ................ 31
7.7 INTEREST ON OVERDUE MONIES ............................ 31
7.8 LESSOR'S POWERS OF DEALING ............................ 31
7.9 REGULATIONS ........................................... 32
7.10 PERMITTING AND SUFFERING .............................. 32
7.11 SUPERIOR LEASES........................................ 32
7.12 LESSOR AS LESSEE'S AGENT .............................. 32
7.13 DISTRESS .............................................. 33
7.14 SET-OFFS............................................... 33
8. SURETY ................................................ 33
9. OPTION TO DETERMINE.................................... 33
THE FIRST SCHEDULE
THE PREMISES ................................................ 34
THE SECOND SCHEDULE
EASEMENTS AND RIGHTS IN FAVOUR OF THE LESSEE INCLUDED
IN THIS LEASE .............................................. 35
THE THIRD SCHEDULE
PART I
EASEMENTS AND RIGHTS THAT ARE EXCEPTED FROM THIS LEASE....... 37
PART II...................................................... 38
THE FOURTH SCHEDULE
REGULATIONS ................................................. 39
THE FIFTH SCHEDULE
EXPENDITURE TO BE TAKEN INTO ACCOUNT IN COMPUTING
THE SERVICE CHARGE .......................................... 41
SIXTH SCHEDULE
Covenants and Agreements by the Surety ...................... 47
PARTICULARS
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1. DATE OF LEASE : 2nd day of December
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2. LESSOR : GLOBE TRUST LIMITED
(formerly Charter Group Limited)
whose registered office is at
Exchange Tower 1 Harbour Exchange
Square London E14 9GB
(Company Number 1047832)
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3. LESSEE : W 0 R L D x C H A N G E
COMMUNICATIONS LIMITED whose
registered office is at 33 Crwys
Road, Cardiff CF2 4YF (Company
Number 2974171)
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4. SURETY : None
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5. THE PREMISES : The premises more particularly
described in the FIRST SCHEDULE
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6. THE BUILDING : The premises shown edged red on Plan
A together with the building or
buildings thereon at Harbour
Exchange Millwall Inner Dock in the
London Borough of Tower Hamlets
including:-
(1) in respect of the podium area
shown hatched green on Plan A
only the structures and soil
down to the roof of the
structure erected beneath such
podium and known as Harbour
Island Car Park (but for the
avoidance of doubt
specifically excluding the
said Harbour Island Car Park)
and
(2) the Car Park
(1)
but excluding any land
structure or air space demised
to London Regional Transport
by the Lease dated 17th July
1987 and made between London
Docklands Development
Corporation (1) and London
Regional Transport (2)
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7. RENT : (i) From 25th March 1990
until 1st November 1995
(inclusive) the yearly
rent of a peppercorn (if
demanded); and
(ii) Thereafter the yearly
rent of L25,156 subject
to upwards only rent
review as provided in
this Lease
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8. INITIAL SERVICE CHARGE: : L2,478.82
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9. TERM : 25 years from the 25th March
1990
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10. USE : Offices
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11. RENT REVIEW DATES : The 1st day of November 1999
and every fifth anniversary of
that date
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T H I S U N D E R L E A S E is made on the date stated in paragraph 1 of the
Particulars BETWEEN the LESSOR specified in paragraph 2 of the Particulars and
the LESSEE specified in paragraph 3 of the Particulars
THIS DEED W I T N E S S E T H as follows:-
1. DEFINITIONS
1.1 IN this Deed the following expressions shall where the context so admits
or requires be construed as follows:-
"THE BUILDING" means Exchange Tower 1 Harbour Exchange Square London E14
9GB as described in paragraph 6 of the Particulars
"THE CAR PARK" means the car park on basement levels 1, 2 and 3 of the
Building shown edged blue on Plans D, E and F
"THE COMPANY" means Harbour Exchange Management Company Limited
"COMMON AREAS" means those parts of the Development Area designated by
the Lessor from time to time for the common use and benefit of the
tenants and occupiers of the Development Area and others using or
visiting the Development Area and excluding those parts of the
Development Area demised or intended to be demised to tenants other than
the Company and being those areas shown coloured yellow on Plan B as
varied from time to time by the Lessor with the agreement of the
Superior Lessor
"CONDUITS" shall mean pipes wires cables channels chutes ducts gutters
sewers drains tanks and cisterns belonging to the Lessor or the Company
in whole or in part and all related receptacles valves switches and
safety devices
"DEVELOPMENT AREA" shall mean the Lessor's development at Harbour
Exchange Millwall Inner Dock London as the same is for identification
purposes edged red on Plan B or some part thereof or extension thereof
"FIRST ANNIVERSARY" shall mean the 31st December following the date
hereof
"FLOOR" means the 9th floor shown edged blue on Plan C
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"HARBOUR ISLAND CAR PARK" shall mean the structure erected by the Lessor
under that part of the Building and the adjoining premises shown
coloured green and hatched green on Plan A
"THE HEMCO DEED" shall mean the Deed dated the 21st October 1991 made
between the Lessor and the Company relating to the provision of certain
services to the Development Area
"INSURED RISKS" shall mean loss or damage by fire explosion lightning
aircraft articles dropped from aircraft storm tempest flood impact riot
malicious damage civil commotion earthquake (fire and shock) and
bursting and overflowing of water tanks apparatus and pipes and such
other risks as the Lessor or the Superior Lessor may from time to time
reasonably require to be insured against
"INTEREST" shall mean interest at the rate of four per centum per annum
above the Base Lending Rate from time to time of Barclays Bank Plc or
(if such rate shall cease to be published) such other reasonable or
comparable rate as the Lessor shall from time to time designate
compounded with monthly rests on the first day of each month
"LESSEE" shall include any person deriving title under the Lessee
"LESSOR" shall include the person for the time being entitled to the
reversion immediately expectant upon the determination of the Term and
all persons deriving title through the Lessor and shall (where
appropriate) include the Superior Lessor
"LESSOR'S SURVEYOR" shall mean any person employed by the Lessor for any
purpose under this Lease (including an employee of the Lessor or a
company which is a member of the same group of companies (as defined in
Section 42 Landlord and Tenant Act 1954) of which the Lessor is itself a
member)
"NET INTERNAL AREA" shall mean net internal area calculated in
accordance with the Code of Measuring Practice published by The Royal
Institution of Chartered Surveyors and the Incorporated Society of
Valuers and Auctioneers in January 1990
"PARTICULARS" means the Particulars appearing at the front of this Lease
"PLAN A" shall mean the annexed plan so entitled
"PLAN B" shall mean the annexed plan so entitled
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"PLAN C" shall mean the annexed plan so entitled
"PLAN D" shall mean the annexed plan so entitled
"PLAN E" shall mean the annexed plan so entitled
"PLAN F" shall mean the annexed plan so entitled
"PLANNING ACTS" shall mean the Town and Country Planning Act 1990 the
Planning (Listed Buildings and Conservation Areas) Act 1990 the Planning
(Hazardous Substances) Act 1990 the Planning (Consequential Provisions)
Act 1990 and any other legislation relating to the use development or
occupation of land or buildings and any statutory modification or
re-enactment thereof for the time being in force and any other
instrument plan regulation permission and directive made or issued or to
be made or issued thereunder or deriving validity therefrom
"PREMISES" shall mean Suite 9.02 On the ninth floor of the Building more
particularly described in the First Schedule hereto
"RENT" shall mean the rent first reserved by this Lease as specified in
paragraph 7 of the Particulars and as increased from time to time in
accordance with Clause 5
"SERVICES" shall mean the services which may be provided to the Building
and the Premises detailed in Parts I and II of the Fifth Schedule hereto
"SERVICE CHARGE" shall mean the service charge to be paid to the Lessor
by the Lessee pursuant to the Lessee's covenant contained in clause 6
hereof
"SUPERIOR LEASE" shall mean a lease dated 21st October 1991 and made
between the Superior Lessor (1) and the Lessor (2) as varied from time
to time
"SUPERIOR LESSOR" shall mean the London Docklands Development
Corporation and its successors in title and any person entitled to the
freehold or any intermediate reversion superior to the reversion
immediately expectant hereon created within eighty years of the date
hereof
"TERM" shall mean the term of years hereby granted and specified in
paragraph 9 of the Particulars which where applicable shall include the
period of any holding over or any extension or continuance thereof by
statute or at common law
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"TERMINATION DATE" shall mean the date of expiration or sooner
determination of the Term whether by effluxion of time or by any other
means or cause whatsoever
"UTILITIES" shall mean foul and surface water drainage electricity
electronic impulses gas water telephone heating ventilation air
conditioning the passage of smoke and fumes and all other utilities
services and facilities supplied or capable of being provided to the
Premises
1.2 Words importing only the masculine gender include the feminine gender
and also the neuter and words importing the singular include the plural
(and vice versa)
1.3 Throughout these presents where there are two or more persons included
in the expression "the Lessee" "the Lessor" or "the Surety" the
covenants expressed to be made by the Lessee or the Lessor or "the
Surety" as the case may be shall be deemed to be made by such persons
jointly and severally and where two or more persons constitute the
Lessee they shall be deemed to hold the Premises as joint tenants
legally and beneficially
1.4 References to any legislative provision shall be deemed to include
references to any further legislation for the time being in force
replacing amending or supplementing it together with all orders
regulations directions or consents made or given under it or deriving
validity from it and any relevant decisions of courts of competent
jurisdiction
1.5 Where anything is prohibited on the part of the Lessee the Lessee shall
not permit or suffer it to be done
1.6 Where any rights of entry or rights to do anything are excepted and
reserved in this Lease to the Lessor and/or any other person then
(except where the terms of this Lease shall otherwise expressly provide)
the person exercising such rights shall make good any damage caused to
the Premises but no other claim shall be made or compensation claimed by
the Lessee or any other person claiming through under or in trust for
the Lessee
1.7 References to "the Premises" shall (unless otherwise stated) include
each and every part of the Premises
1.8 References in this Lease to Value Added Tax include all other like taxes
levies charges and duties whether payable now or at any time in the
future
1.9 The details expressions and descriptions appearing in the Particulars
shall be included in and form part of this Lease
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1.10 References to Schedules are to Schedules in this Lease
1.11 The headings in this Lease are for information only and shall neither be
deemed to form part of this Lease nor affect the construction of it
2. DEMISE PARCELS AND RENT
THE Lessor in consideration of the Rent and of the covenants and
conditions herein reserved and contained HEREBY DEMISES unto the
Lessee ALL THAT the Premises TOGETHER WITH but EXCEPT AND RESERVED
the easements and rights set out respectively in the Second
Schedule and Part I of the Third Schedule hereto SUBJECT to the
matters referred to in Part II of the Third Schedule hereto TO
HOLD unto the Lessee for the Term YIELDING AND PAYING during the
Term:-
2.1 FIRST the Rent (varied as provided in this Lease) (and in proportion for
any less time than a year) such Rent to be paid in advance without any
set off or deduction whatsoever by quarterly payments on the usual
quarter days in each year the first proportionate payment to be made on
the 29th September 1995 for the period from the 2nd November 1995 to the
25th December 1995
2.2 SECONDLY by way of further rent the Service Charge such further rent to
be paid without any set-off or deduction as provided in Clause 6 hereto
and
2.3 THIRDLY on demand by way of further or additional rent a sum or sums of
money equal to the gross amount which the Lessor from time to time
incurs or expends:-
2.3.1 in or in respect of effecting or maintaining insurance of
2.3.1.1 the Premises in the Lessor's estimate of their full
reinstatement cost for the time being against the Insured
Risks and of the cost of demolition and site clearance and of
all architect's surveyor's and other professional fees and
incidental expenses in connection with demolition site
clearance and reinstatement (inclusive of Value Added Tax to
the extent applicable)
2.3.1.2 the Lessor's third party liability in relation to the
Premises and their use and occupation including but not
limited to liability under the Defective Premises Act 1972
and where the Premises are insured with other property the
Lessor shall attribute a fair proportion of the premiums to
the Premises and the Lessor's decision shall be final and
binding on the parties
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2.3.2 in or in respect of effecting or maintaining insurance against loss of
Rent and Service Charge (including a reasonable estimate on account of
Service Charge) in respect of the Premises for a period of four years or
such longer period as the Lessor may from time to time reasonably
determine including anticipated loss of Rent following a Rent review
(and if such insurance is effected prior to the agreement or
determination of the Rent upon review the amount of such Rent for the
purpose of insurance only shall be estimated by the Lessor's surveyor
whose decision shall be final and binding on the parties)
2.3.3 in respect of valuations of the Premises for insurance purposes if
required by the Lessor but not more frequently than once in every
three years and
2.4 On demand by way of further or additional rent Interest where payable
under the terms of this Lease
3. LESSEE'S COVENANTS
THE Lessee covenants with the Lessor that throughout the Term the
Lessee will:-
3.1 PAY RENTS
Pay the reserved rents at the times and in the manner specified in this
Lease (and if and for so long as required by the Lessor to pay the Rent
by Banker's standing order or direct debit to such bank account of the
Lessor as the Lessor shall from time to time direct)
3.2 PAY OUTGOINGS
3.2.1 Pay and indemnify the Lessor against all existing and future rates taxes
duties charges burdens assessments impositions and outgoings whatsoever
(in this sub-clause 3.2 collectively called "outgoings") and whether or
not of a non-recurring nature which now are or may be charged levied
assessed or imposed in respect of the Premises on either the owner or
occupier (other than taxes or duties payable in respect of any dealing
with the Lessor's or any superior interest or the receipt by the Lessor
of any moneys payable under the provisions hereof (save for Value Added
Tax payable on rents)) and also against all charges (including all
related meter and standing charges) in respect of Utilities provided to
the Premises
3.2.2 Not to claim any relief against payment of any of the outgoings and in
particular if prior to the Termination Date the Lessee has claimed or
been granted any relief from such outgoings (or any of them) in
connection with any non-occupation or use of the Premises by the Lessee
to repay to the Lessor a sum equal to the amount of the relief up to the
Termination Date
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3.2.3 Pay to the Lessor on demand a fair proportion (to be determined by the
Lessor's Surveyor whose decision shall be final and binding on the
parties) of
3.2.3.1 any outgoings which may at any time be assessed upon the
Premises together with other land and property or
3.2.3.2 the cost of the supply of Utilities to the Premises together
with other land and property (save only as previously
specified)
3.3 PAY VALUE ADDED TAX
3.3.1 Where by virtue of any of the provisions of this Lease the Lessee is
required to pay, repay or reimburse to the Lessor or any person or
persons any rents, premium, cost, fee, charge, insurance premium,
expense or other sum or amount whatsoever in respect of the supply of
any goods and/or services by the Lessor or any other person or persons
the Lessee shall also be required in addition to pay or (as the case may
be) keep the Lessor indemnified against:-
(a) The amount of any Value Added Tax which may be chargeable in
respect of such supply to the Lessee
(b) The amount of Value Added Tax chargeable on any other person (or
chargeable on the Lessor in the case of supplies which the
Lessor is deemed to make to itself) in respect of supplies the
cost of which is included in the calculation of the sums which
the Lessee is required to pay, repay or reimburse to the Lessor
and, in default of payment, the same shall be recoverable as rent in
arrear
3.3.2 Not object to (and if required by the Lessor to give any necessary
consents) the charge of Value Added Tax upon any such rents costs fees
or other sums whether such charge arises at the election of the Lessor
or otherwise
3.4 LESSEE'S INSURANCE COVENANT
3.4.1 Comply with all recommendations and requirements of the insurers and
fire authorities as to fire precautions and fire fighting equipment
relating to the Premises or the conduct of persons using the Building or
the Development Area and to comply with all such reasonable regulations
in this regard as the Lessor may from time to time notify to the Lessee
3.4.2 In the event of the Premises or any part thereof being destroyed or
damaged by any of the Insured Risks give notice thereof to the Lessor
as soon as possible
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3.4.3 Not leave the Premises vacant or unoccupied without first giving the
Lessor at least 28 days notice of the intention so to do and without
first paying any additional or increased premium required by the
insurers and without first providing such security as the Lessor shall
require in respect of any exclusions excesses limitations conditions or
qualifications which the insurers may impose upon the Insured Risks or
the policy
3.4.4 Not do or omit to do anything or bring on to the Premises any explosive
inflammable or toxic or otherwise harmful chemicals or materials or any
other matter or thing of whatsoever nature which shall or may cause the
policy or policies for the insurance of the Premises or any adjoining or
neighbouring property to become void or voidable or any premium payable
to be increased above the ordinary or common rate
3.4.5 If the Premises or any part thereof are destroyed or damaged by any of
the Insured Risks and any insurance money shall be wholly or partly
irrecoverable by reason solely or in part of any breach by the Lessee of
any of its obligations under this Lease or by any underlessee licensee
visitor or by any person under their control the Lessee will forthwith
pay to the Lessor the amount so refused
3.4.5.1 Insure and at all times keep insured any plate glass (in this
clause not including any material forming part of the
exterior of the Building) in the Premises against breakage
and damage in its full reinstatement cost and as often as any
such plate glass shall be broken or damaged to reinstate the
same as soon as possible (the Lessee making good from its own
resources any deficiency in the insurance money)
3.4.5.2 Effect such insurance as is referred to in clause 3.4.5.1 in
an insurance office approved by the Lessor in the names of
the Lessor and Lessee and (if required) of any Superior
Lessor and upon every request by the Lessor forthwith to
produce particulars of the policy of insurance and the
receipt for every premium payable for the then current year
3.4.5.3 If and whenever default shall be made in making and keeping
on foot such insurance as is referred to in Clause 3.4.5.1 or
in producing such particulars or receipt the Lessor may
effect and maintain such insurance and the Lessee shall repay
to the Lessor upon demand all money paid by the Lessor for
that purpose and such money if not so paid shall be
recoverable as rent in arrear
3.4.5.4 Save as provided above the Lessee will effect no insurances
in respect of the Premises
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3.5 REPAIR
3.5.1 At its own cost from time to time and at all times during the Term to
keep the whole of the Premises including (without prejudice to the
generality of that expression) the boundary walls and drains thereof and
the sanitary and water apparatus therein in good and substantial repair
and condition and yield up the same on the Termination Date in good and
substantial repair and condition in accordance with the covenants by the
Lessee herein contained
3.5.2 Repair cleanse and maintain and keep repaired cleansed and maintained
and free from obstruction all sewers drains and water and waste-pipes
and ducts belonging solely to or forming part of or solely serving the
Premises and keep any plumbed in sanitary or water equipment whatsoever
in or upon the Premises clean and operable and not suffer refuse to be
thrown there and keep all water pipes within the Premises reasonably
protected from frost and promptly replace all broken or cracked window
glass in the internal windows of the Premises
3.5.3 Clean the inside of all windows (including the interior of any
translucent or transparent parts of the exterior of the Building
bounding the Premises) of the Premises as often as may be necessary and
at least once in every month
3.6 INTERNAL REDECORATION
In every fifth year of the Term and in the last three months of
the Term however determined in a proper and workmanlike manner
(and in the last three months of the Term however determined in
tints colours patterns and materials to be approved by the Lessor
in writing)
3.6.1 Paint varnish treat or preserve to a high standard in accordance with
any applicable British Standard and any manufacturers instructions or
recommendations and using good quality materials in every case all the
inside wood metal plaster and other parts of the Premises and also the
Lessor's fixtures and fittings previously painted varnished treated or
preserved (as the case may be)
3.6.2 Clean and otherwise treat as appropriate those interior parts of the
Premises and the Lessor's fixtures and fittings which ought to be so
treated
3.7 MAINTAIN LESSOR'S FIXTURES
3.7.1 Maintain in good and serviceable condition the Lessor's fixtures and
fittings in or upon the Premises and replace such of them as may become
worn out lost or unfit for use by substituting others of a like nature
(but of no lesser quality)
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3.7.2 In addition replace all carpets and floor coverings in the Premises as
often as reasonably necessary
3.8 INSPECTION
Permit the Lessor and the Superior Lessor (or either of them) and their
respective agents or surveyors with or without workmen and others and
appliances at all reasonable times upon (save in case of emergency when
no notice shall be required) reasonable prior notice (in the case of the
Lessor the notice to be written) to enter the Premises or any part
thereof:
3.8.1 to view the state and condition of the same and to give or leave on the
Premises notice in writing to the Lessee of all defects wants of
reparation and breaches of covenants then and there found for which the
Lessee is liable hereunder and within sixty days after every such notice
or sooner if requisite the Lessee shall repair and make good the same
according to such notice and the covenants in that behalf herein
contained to the reasonable satisfaction of the Lessor's Surveyor and
the Superior Lessor's surveyor PROVIDED THAT if the Lessee shall fail to
comply with such notice or if the Lessee shall at any time make default
in the performance of any of the covenants herein contained for or
relating to the repair decoration or maintenance of the Premises it
shall be lawful (but without prejudice to the right of re-entry and
forfeiture hereinafter contained) for the Lessor and the Superior Lessor
(or either of them) their respective agents servants and workmen to
enter upon the Premises and to carry out or cause to be carried out all
or any of the works referred to in such notice and the cost of so doing
and all expenses incurred thereby together with Interest thereon from
the date of expenditure shall be paid by the Lessee on demand
3.8.2 to take schedules or inventories of the fixtures and fittings plant and
machinery belonging to the Lessor or the Superior Lessor or to be
yielded up on the Termination Date and
3.8.3 to execute any repairs decorations or other work upon or to any
adjoining or neighbouring premises or to carry out any repairs
decorations or other work which must or may be carried out under the
provisions of this Lease upon or to any part of the Development Area or
the Building or to cleanse or empty or renew the sewers drains gutters
or Conduits belonging to the same or to construct any building or
erection on the Development Area or alteration to the Building the
Lessor or the Superior Lessor (as the case may be) doing as little
damage nuisance and inconvenience as reasonably possible and making good
all damage occasioned thereby to the Premises as soon as reasonably
possible
3.8.4 to enter upon the Premises for any purpose connected with the interest
of the Lessor or the Superior Lessor in the Premises including (without
prejudice to the generality of the foregoing) for the purpose of valuing
or disposing of any interest of the Lessor or the
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Superior Lessor or doing anything which may be necessary to prevent a
forfeiture of the Superior Lease
3.9 ALTERATIONS
3.9.1 Not erect any new building or structure of any kind on the Premises
3.9.2 Not cut remove alter or damage the Premises nor make any structural
alteration addition or improvement whatsoever in or to the Premises
either internally or externally
3.9.3 Not make internal non-structural alterations to the Premises or remove
alter or damage any sanitary or water apparatus heating lighting
air-conditioning or electrical or other mechanical plant or apparatus
without the previous approval in writing of the Lessor and in accordance
with plans and specifications previously submitted to and approved in
writing by the Lessor (such approval not to be unreasonably withheld)
PROVIDED ALWAYS that the Lessor may as a condition of giving such
consent require the Lessee to enter into such covenants with the Lessor
as the Lessor may require for the execution and supervision of such
works and the reinstatement of the Premises at the expiry or sooner
determination of the Term (however determined) and such other covenants
as the Lessor may reasonably require
3.10 USER
3.10.1 Not do or allow to remain upon the Premises or any part thereof anything
which may be or become a nuisance annoyance or disturbance inconvenience
injury or damage to the Lessor or its tenants or the owners or occupiers
of the Building or of any property in the neighbourhood
3.10.2 Not use the Premises or any part thereof for any noxious noisy or
offensive trade or business nor for any illegal or immoral act or
purpose
3.10.3 Not discharge into any pipe or drain serving the Premises or the
Building or any other property any oil grease or other deleterious
matter or any substance which might be or become a source of danger or
injury to the drainage system of the Building or any such other property
or any part thereof nor drain discharge or deposit any matter or
substance of any nature into the water area adjoining the Development
Area
3.10.4 Not overload the lifts floors roofs or structure of the Building nor use
the Premises in any manner which will cause undue strain or interfere
therewith nor install any machinery on the Premises which shall be
unduly noisy or cause dangerous vibrations nor use the Premises or any
part thereof in such manner as to subject the same or the Building to
any strain beyond that which it is designed to bear
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3.10.5 Not attach or exhibit on the Premises any signboard or advertisement or
placard visible from the outside of the Premises save that the Lessee
may exhibit a plate or sign specifying only the name of the Lessee or
any permitted undertenant or occupier in the form design and position
specified from time to time by the Lessor:-
3.10.5.1 by the entrance to the Premises
3.10.5.2 in the areas of the Floor used in common and
3.10.5.3 in the entrance hall to the Building the Lessee removing the
same on the expiry or sooner determination of the Term and
making good all resulting damage
3.10.6 Not use the Premises for any purpose other than that stipulated in
paragraph 10 of the Particulars
3.11 OBSTRUCTIONS
3.11.1 Not park any vehicles on or obstruct or cause any obstructions to any
paths or roadways at the Development Area
3.11.2 Not damage or obstruct or cause to be damaged or obstructed or used in
such manner as to cause in the reasonable opinion of the Lessor any
nuisance damage or annoyance to the Common Areas or those parts of the
Building not let or intended to be let or any part thereof
3.12 REGULATIONS
At all times perform observe and comply with the regulations contained
in the Fourth Schedule hereto and with all reasonable regulations made
by the Lessor or the Company and notified to the Lessee in writing or by
any public local or other authority from time to time for the management
of the Building the Development Area or any land water area or premises
used or to be used in common or jointly with any other person
3.13 COMPLIANCE WITH STATUTORY ENACTMENTS
3.13.1 At all times at the Lessee's own expense observe and comply in all
respects with the provisions and requirements of any and every enactment
(which expression in this covenant includes as well any and every Act of
Parliament already or hereafter to be passed as any and every notice
direction order regulation bye-law rule and condition already or
hereafter to be made under or in pursuance of or deriving effect from
any such Act) or prescribed or required by any public local or other
authority so far as they relate to or affect the Premises or the lessor
or the lessee thereof or any additions or improvements thereto or the
user
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thereof for any purposes or the employment therein of any person or
persons or any fixtures machinery plant or chattels for the time being
affixed thereto or being thereupon or used for the purposes thereof and
in particular not to permit the aggregate permanent occupancy level of
the Premises to exceed one person per seven square metres of Net
Internal Area of the Premises
3.13.2 Execute all works and provide and maintain all arrangements which by or
under any enactment or by any Government Department Local Authority or
other Public Authority or duly authorised officer or Court of competent
jurisdiction acting under or in pursuance of any enactment are or may be
directed or required to be executed provided or maintained at any time
upon or in respect of the Premises or any additions or improvements
thereto or in respect of any user thereof or employment therein of any
person or persons or fixtures machinery plant or chattels and whether by
the landlord or tenant thereof
3.13.3 Indemnify the Lessor at all times against all costs charges and expenses
of or incidental to the execution of any works or the provision or
maintenance of any arrangements so directed or required as aforesaid and
not at any time to do or omit or suffer to be done or omitted in or
about the Premises any act or thing by reason of which the Lessor may
under any enactment incur or have imposed upon it or become liable to
pay any penalty damages compensation costs charges or expenses
3.13.4 Within ten days of the receipt of notice of the same give full
particulars to the Lessor of any direction permission notice or order or
proposal for any such relevant to the Premises or to the use or
condition thereof or otherwise concerning the Lessee made given or
issued to the Lessee or the occupier of the premises by any Government
Department Local or Public Authority or other competent authority
3.14 ALIENATION
3.14.1 Not assign underlet or charge part only of the Premises
3.14.2 Not assign charge or underlet the whole of the Premises without the
Lessor's prior written consent
3.14.3 Not (otherwise than by assignment or underletting permitted by this
Lease) part with or share possession or occupation of or grant any other
person rights over or in the Premises nor hold or occupy the Premises as
nominee trustee or agent or otherwise for the benefit of any other
person
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3.14.4 On any assignment procure that the assignee shall enter into direct
covenants with the Lessor to pay the rents reserved by and to observe
and perform the terms and conditions and the covenants on the part of
the Lessee contained in this Lease
3.14.5 On any assignment or underlease procure (if reasonably so required by
the Lessor) that a guarantor or guarantors acceptable to the Lessor
shall enter into surety covenants direct with the Lessor in the terms
set out in the Sixth Schedule with such variations as the Lessor shall
reasonably require to suit the circumstances of each case
3.14.6 Prior to the grant of any underlease procure that the underlessee
covenants direct with the Lessor to observe and perform all the terms
and conditions and the covenants on the part of the Lessee contained in
this Lease (other than as to payment of rent) throughout the term
demised by such underlease (and any continuation or extension of it
whether by statute or common law)
3.14.7 Prior to the grant of any underlease produce to the Lessor a certified
copy of an Order of the Court under Section 38(4) of the Landlord and
Tenant Act 1954 (as amended) authorising the exclusion of Sections 24 to
28 (inclusive) of that Act in relation to such proposed underlease
3.14.8 Procure that any underlease shall contain covenants by the underlessee
with the Lessee that the underlessee will not:-
3.14.8.1 assign underlet charge or part with or share possession or
occupation of part only of the premises demised by the
underlease
3.14.8.2 charge underlet or (save by way of an assignment of the
whole) part with or share possession or occupation of the
whole of the premises demised by the underlease
3.14.8.3 assign the whole of the premises demised by the underlease
without the prior written consent of the Lessee and the
Lessor
3.14.9 On the grant of any underlease:-
3.14.9.1 not reserve or charge any fine or premium
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3.14.9.2 charge a yearly rent (payable not less frequently than
quarterly in advance) which shall be the higher of the Rent
payable under this Lease and the Open Market Rent (as
assessed under this Lease) at the date of such underlease
3.14.9.3 include provisions for upwards only review of the yearly rent
corresponding both as to terms and dates with the provisions
for review of Rent contained in this Lease
3.14.9.4 duly and punctually exercise all rights to review the yearly
rent reserved by any underlease but not to agree any reviewed
yearly rent with the underlessee without the Lessor's prior
written consent (such consent not to be unreasonably
withheld) and to procure that if the yearly rent under any
underlease is to be determined by an independent person not
to determine whether that person shall act as an expert or as
an arbitrator without the Lessor's prior written consent and
to procure that the Lessor's representations as to the
reviewed yearly rent to be payable thereunder are made to
that independent person to the Lessor's reasonable
satisfaction
3.14.9.5 include a proviso for re-entry on breach of any covenant on
the part of the underlessee
3.14.9.6 include such covenants on the part of the underlessee as
shall secure the due performance and observance of the terms
and conditions and the covenants on the Lessee's part
contained in this Lease (save for payment of rent)
3.14.10 Not vary the terms of or accept a surrender of any underlease (or agree
to do so) without the Lessor's prior written consent (such consent not
to be unreasonably withheld)
3.14.11 Enforce the covenants on the part of the underlessee and the terms and
conditions contained therein
3.14.12 Notwithstanding the earlier provisions of this sub-clause the Lessee may
share the Premises with any company which is a member of a group of
companies (as defined in Section 42 of the Landlord and Tenant Act 1954)
of which the Lessee is itself a member PROVIDED THAT
3.14.12.1 no exclusive possession is given and only a licence-at-will
is created and
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3.14.12.2 such sharing of occupation shall immediately cease if the
Lessee and the company sharing occupation shall cease for any
reason to be members of the same group of companies
3.15 REGISTRATION
Within one month after the execution of any assignment charge transfer
or underlease or the assignment of an underlease or any transmission by
reason of a death or otherwise affecting the Premises or any part
thereof produce to and leave with the Superior Lessor and the Lessor the
deed instrument or other document evidencing or effecting such dealing
or transmission together with a certified true copy thereof and on each
occasion to pay to the Superior Lessor and the Lessor a reasonable
registration fee and procure that every sub-tenancy or sub-lease of the
Premises or any part thereof shall contain a similar covenant by the
sub-tenants or sub-lessee and expressed to be for the benefit of the
Lessee the Lessor and Superior Lessor
3.16 INFORMATION
Within one month of being requested so to do notify the Lessor of
the name address and Relationship to the Lessee of any occupier of
the Premises
3.17 COSTS AND FEES
Pay to the Lessor all costs charges and expenses (including
solicitors' counsels' and surveyors' and other professional
costs and fees) incurred by the Lessor:
3.17.1 in or in contemplation of any proceedings relating to the Premises under
Section 146 or 147 of the Law of Property Act 1925 or the preparation
and service of notice thereunder (whether or not any right of re-entry
or forfeiture has been waived by the Lessor or a notice served under the
said Section 146 is complied with by the Lessee or the Lessee has been
relieved under the provisions of the said Act and notwithstanding
forfeiture is avoided otherwise than by relief granted by the Court) and
keep the Lessor fully and effectively indemnified against all costs
expenses claims and demands whatsoever in respect of the said
proceedings
3.17.2 in the preparation and service of a schedule of dilapidations at any
time during or after the Term
3.17.3 in respect of any application for consent required by this Lease whether
or not such consent be granted
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3.17.4 in respect of the recovery of any arrears of rent or any other breach of
covenant (including but not by way of limitation any costs of levying
distress or execution)
3.18 PLANNING ACTS
In relation to the Planning Acts:-
3.18.1 At all times comply in all respects with the provisions and
requirements of the Planning Acts and all licences consents permissions
and conditions (if any) already or hereafter to be granted or imposed
thereunder or under any enactment repealed thereby so far as the same
respectively relate to or affect the Premises or any part thereof or any
operations works acts or things already or hereafter to be carried out
executed done or omitted thereon or the use thereof for any purpose
3.18.2 So often as occasion shall require at the expense in all respects of the
Lessee obtain from the Local Authority the Local Planning Authority
and/or the Secretary of State for the Environment (or other appropriate
Minister) all such licences consents and permissions (if any) as may be
required for the carrying out by the Lessee or anyone deriving title
under the Lessee (in this sub-clause 3.18 referred to as "a sub-tenant")
of any operations on the Premises or the institution or continuance by
the Lessee or a sub-tenant thereon of any use thereof which may
constitute development within the meaning of the Planning Acts
3.18.3 Pay and satisfy any charge that may hereafter be imposed under the
Planning Acts in respect of the carrying out or maintenance by the
Lessee or a sub-tenant of any such operation or the institution or
continuance by the Lessee or a sub-tenant of any such use as aforesaid
3.18.4 No application for planning permission shall be made without the
previous written consent of the Lessor (such consent not to be
unreasonably withheld)
3.18.5 Not carry out or make any alteration or addition to the Premises or any
change in their use before all necessary planning permissions have been
produced to the Lessor
3.18.6 Not implement any planning permission which is granted subject to
conditions until the Lessor has approved it nor before the Lessee has
provided such security for the compliance with such conditions as the
Lessor shall require
3.18.7 At the request and under the direction of the Lessor but at the cost of
the Lessee appeal against any refusal of or condition contained in any
planning permission
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3.18.8 Unless the Lessor shall otherwise direct carry out and complete in a
good and workmanlike manner before the expiry or sooner determination of
the Term:-
3.18.8.1 any works stipulated to be carried out to the Premises by a
date subsequent to the expiry or sooner determination of the
Term as a condition of any planning permission granted before
such expiry or determination and
3.18.8.2 any development begun upon the Premises in respect of which
the Lessor shall or may be or become liable for any charge or
levy under the Planning Acts
3.18.9 If and when called upon so to do produce to the Lessor and its surveyors
and as it may direct all such plans documents and other evidence as
the Lessor may reasonably require to satisfy itself that the provisions
of this covenant have been complied with in all respects
3.18.10 If the Lessee shall receive any compensation in respect of the Lessee's
interest under this Lease because of any restriction placed upon the
user of the Premises under or by virtue of the Planning Acts then on the
expiry or sooner determination of the Term howsoever determined
forthwith to make such provision as is just and equitable for the Lessor
to receive the Lessor's due benefit from such compensation
3.19 FIRE FIGHTING EQUIPMENT
Install and keep the Premises sufficiently supplied and equipped with
such fire fighting and extinguishing appliances as shall from time to
time be required by law or by the local or other competent authority and
not obstruct or permit or suffer to be obstructed the access to or means
of working such appliances or the means of escape from the Premises or
the Building in the case of fire
3.20 NOTICE OF RE-LETTING OR SALE
During the six months immediately preceding the Termination Date permit
the Lessor or its agents to affix upon any part of the Premises a notice
as to the proposed re-letting or other disposal thereof and not to
remove interfere with or obscure the notice board and permit intending
tenants or purchasers at reasonable times of the day to view the
Premises
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3.21 NOT TO PERMIT ACQUISITION OF EASEMENTS
Not stop up or obstruct any windows or light belonging to the Premises
or to any other buildings belonging to the Lessor and not permit any new
window light opening doorway path drain or encroachment or easement to
be made into against or upon the Premises and give notice to the Lessor
of any such which shall be made or attempted and come to the Lessee's
notice and at the request and cost of the Lessor adopt such means and
take such steps as may be reasonably required by the Lessor to prevent
the same
3.22 TO NOTIFY LESSOR
Forthwith upon becoming aware of the same give notice in writing to the
Lessor of any defect in the state of the Premises which would or might
give rise to an obligation on the Lessor to do or refrain from doing any
act or thing in order to comply with its duty of care imposed on the
Lessor pursuant to the Defective Premises Act 1972 and indemnify and
keep indemnified the Lessor from and against any loss claims actions
costs or demands arising from a failure to give such notice and at all
times to display and maintain all notices (including the wording
thereof) which the Lessor may from time to time display or require to be
displayed on the Premises
3.23 INDEMNITY
At all times keep the Lessor indemnified against all actions proceedings
losses liabilities costs damages expenses claims and demands arising out
of or resulting from:-
3.23.1 any breach or non-observance of the Lessee's covenants contained in this
Lease
3.23.2 the existence state of repair condition or use of the Premises
3.23.3 works of repair construction or alteration to the Premises
3.23.4 any act omission or default of the Lessee or the Lessee's underlessees
or their respective agents employees invitees or licensees
3.24 NEW SURETY OR GUARANTOR
Within fourteen days of the death during the Term of the Surety (if any)
or any guarantor or of such person becoming bankrupt or having a
receiving order made against him or being a company having an
application made to have a Receiver or Administrator or Administrative
Receiver appointed or going into liquidation whether compulsory or
voluntary to give notice in writing to the Lessor immediately with full
details and within fourteen days of being so requested by the Lessor to
procure at the expense of the Lessee in all respects that some other
person acceptable to the Lessor shall enter into surety
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covenants with the Lessor in the terms set out in the Sixth Schedule
with such variations as the Lessor shall reasonably require to suit the
circumstances of each case
3.25 PLEDGING CHATTELS AS SECURITY
Not give any bill of sale or offer preferential security on the Lessee's
stock in trade or personal chattels from time to time in or upon the
Premises
3.26 PERFORM AND OBSERVE COVENANTS
By way of indemnity only at all times observe and perform all and
singular the covenants and stipulations affecting the freehold title to
the Premises so far as they relate to the Premises and observe and
comply with the covenants and obligations (other than as to payment of
rent and to insure) on the part of the Lessor as lessee under the
Superior Lease under which it holds the Building from the Superior
Lessor so far as they relate to the Premises and at all times indemnify
the Lessor from and against all actions proceedings costs claims and
demands arising or which may arise out of any breach or non-observance
of any of the said covenants and stipulations in so far as they relate
to and affect the Premises
3.27 AIR-CONDITIONING
If conditioned air is supplied to any part of the Building which
includes the Premises not to prevent the free passage of such air
through the Premises by any means and in particular (but without
prejudice to the generality of the foregoing) by the obstruction of
extract grilles or by the construction of internal walls partitions
doors finishings or fittings unless the same shall have adequate
apertures grilles or voids nor by the storage of goods materials or
equipment
3.28 YIELD UP
On the Termination Date:-
3.28.1 remove all signs and Lessee's fixtures and fittings furniture and
effects making good to the satisfaction of the Lessor all damage so
caused and
3.28.2 yield up the Premises to the Lessor together with all additions and
improvements and all fixtures and fittings consistent with the full and
due compliance by the Lessee with the covenants contained in this Lease
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4. LESSOR'S COVENANTS
THE Lessor HEREBY COVENANTS with the Lessee that throughout the Term the
Lessor will:
4.1 QUIET ENJOYMENT
Afford the Lessee quiet enjoyment of the Premises as against the Lessor
and all persons entitled through the Lessor
4.2 THE SUPERIOR LEASE
Pay the rent reserved by the Superior Lease under which it holds (inter
alia) the Premises and to perform the covenants on the part of the
tenant therein contained insofar as the same shall not be the obligation
of the Lessee to perform under the covenants on its part herein
contained and if reasonably required and at the expense of the Lessee to
enforce the covenants on the part of the Superior Lessor contained in
the Superior Lease
4.3 LESSOR'S INSURANCE COVENANT
Subject to the Lessee paying the whole or the appropriate proportion of
the premium as provided in this Lease insure the Building against loss
or damage by the Insured Risks in an insurance office or with
underwriters of repute in their full reinstatement cost (subject to such
exclusions excesses limitations conditions and qualifications as the
insurers may require) and for four years (or such longer period as the
Lessor may from time to time reasonably require) loss of Rent and
Service Charge together in each case with Value Added Tax if the Lessor
so determines in its absolute discretion and in case of destruction or
damage by any Insured Risk (save where any insurance money shall be
wholly or partly irrecoverable by reason solely or in part of any breach
by the Lessee any underlessee or any person under their respective
control of any of its obligations under this Lease) to apply all policy
money received under or by virtue of any such insurance (other than for
loss of Rent Service Charge and professional and other fees) in
rebuilding or reinstating the Building to provide accommodation
reasonably comparable to that afforded by the Premises prior to such
destruction or damage (but the Lessor shall not be obliged to rebuild or
reinstate the Premises in accordance with the previous sections
elevations and specifications) and all the terms of this Lease shall
apply to such accommodation (the parties making such variations to the
terms of this Lease as the Lessor shall reasonably require to give
effect to this provision) PROVIDED THAT
4.3.1 if any national or local or public or other authority shall refuse
permission or otherwise prevent such rebuilding or reinstatement all
insurance money shall be the absolute property of the Lessor
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4.3.2 if the Premises are destroyed or so seriously damaged by any Insured
Risk as to require the opinion of the Lessor's surveyor whose decision
shall be final and binding upon the parties) substantial reconstruction
then the Lessor may at any time within six months after such damage or
destruction give to the Lessee six months notice in writing to determine
this Lease and immediately upon the expiry of that notice this demise
shall determine but without prejudice to the rights and remedies of any
party against any other in respect of any antecedent claim or breach of
covenant and all insurance money shall be the absolute property of the
Lessor
4.4 PROVISION OF SERVICES
Unless prevented by break down or circumstances beyond his reasonable
control provide the services to the Building as follows:
4.4.1 The repair renewal maintenance cleansing decoration furnishing
supervision and management as and when the Lessor shall consider
necessary of the foundations roofs outside walls and structural parts of
the Building and the glass in the outside walls of the Building (but not
including those items specified in the First Schedule as being included
with the Premises or the like items of any other premises in the
Building let or intended to be let by the Lessor) and of any parts of
the Building not let or intended to be let
4.4.2 The lighting of such parts of the Building not let or intended to be let
as require lighting
4.4.3 The provision of an adequate supply of hot and cold water in the toilets
in the Building
4.4.4 The provision in the period commencing on the 1st October in each year
and ending on the 30th April in the following year and at such other
times as the Lessor may decide of reasonable heating for the interior of
the Building by means of the central heating system installed
4.4.5 The provision of reasonable air conditioning to the interior of the
Building by means of the air conditioning systems installed
4.4.6 The provision of a passenger and goods lift in the Building
4.4.7 Such other services as the Lessor may from time to time in his absolute
discretion decide to provide for the general benefit of all or
substantially all of the occupiers of the Building PROVIDED THAT:
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4.4.7.1 The Lessor shall be entitled to make such alterations as the
Lessor thinks fit to any of the parts of the Building not let
or intended to be let including if the Lessor thinks fit the
installation of lifts heating air-conditioning plant or
equipment of a different type and to suspend the service of a
lift or heating or air-conditioning while the work of
alteration or installation is being carried out;
4.4.7.2 Without prejudice to the rights of the Lessor to provide
other services or to make alterations to parts of the
Building as stated above the Lessor may at any time during
the Term add to vary or discontinue any of the services
specified in or provided pursuant to this Clause 4 if in the
opinion of the Lessor's Surveyor (acting as an expert) the
intended addition variation or discontinuance is in
compliance with the principles of good estate management as
understood and applied and is otherwise reasonable having
regard to the circumstances relevant to the Building at such
date The provisions of this present proviso shall also
include any adjustment in the services which may previously
have been made pursuant to the same
5. RENT REVIEW
5.1 DEFINITIONS
IN this Clause the following expressions shall have the following
meanings respectively:-
"New Rent" shall mean the higher of the Rent payable immediately prior
to the relevant Review Date (disregarding any suspension of payment of
the whole or any part of the Rent as provided in this Lease) and the
Open Market Rent of the Premises on the relevant Review Date
"the President" shall mean the President for the time being of The Royal
Institution of Chartered Surveyors or if none the Vice-President
"Review Date" shall mean the date or dates specified in the Particulars
"the Surveyor" shall mean an independent surveyor agreed upon or
appointed in accordance with Clause 5.3.2
"Excess" shall mean the amount by which the New Rent exceeds the yearly
Rent previously payable
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"Open Market Rent" shall mean the yearly rent without any deduction
whatever at which the Premises could reasonably be expected to be let in
the open market at the relevant Review Date without a fine or premium by
a willing landlord to a willing tenant under a lease for a term equal in
length to the whole of the Term but as though the date of commencement
of the Term were on each occasion the relevant Review Date and on the
same terms and conditions in all other respects as this present Lease
(other than the amount of Rent but including these provisions for
review)
5.1.1 and upon the assumption (if not a fact) that:-
5.1.1.1 the Building is in good and substantial repair and is fit for
immediate beneficial occupation and use and that the Lessor
and the Lessee have complied with all their respective
obligations under this Lease
5.1.1.2 if the Building or any access or amenity have been damaged or
destroyed it has or they have been fully reinstated
5.1.1.3 the Premises are available to be let with vacant possession
5.1.1.4 the willing tenant would commence paying rent immediately on
and from the relevant Review Date and that such rent would
not be discounted in any way to reflect the absence of any
rent concession or other benefit then being offered by
landlords to tenants on the grant of leases in the open
market of premises comparable with the Premises
5.1.1.5 no work has been carried out either on the Premises by the
Lessee or any sub-lessee or their respective predecessors in
title or on any adjoining or neighbouring property during the
Term which has diminished the rental value of the Premises
5.1.1.6 all requisite consents and permissions have been given
unconditionally to permit the Premises to be used as high
class offices (and that no capital expenditure is required to
be made on the Premises to enable them to be so used)
5.1.2 there being disregarded any effect on Rent of:-
5.1.2.1 the fact that the Lessee or any sub-lessee or their
respective predecessors in title have been in occupation of
the Premises
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5.1.2.2 any goodwill attaching to the Premises by reason of the
Lessee or any sub-lessee or their respective predecessors in
title carrying on any business or businesses at the Premises
5.1.2.3 any improvements carried out at any time with the Lessor's
consent by the Lessee or any sub-lessee or their respective
predecessors in title at the expense of the Lessee or any
sub-lessee or their respective predecessors in title
otherwise than in pursuance of an obligation to the Lessor or
its predecessors in title
5.1.2.4 any law for the time being in force which imposes a restraint
upon receiving an increase in the Rent
5.1.2.5 the fact that the Lessor may have insured against loss of
Rent in any particular sum whether equal to or in excess of
the Rent payable prior to the relevant Review Date
5.2 PAYMENT OF NEW RENT
The New Rent shall be payable from and including each Review Date
5.3 DETERMINATION OF THE NEW RENT
5.3.1 The New Rent from the relevant Review Date may be agreed at any time
between the Lessor and the Lessee but if no agreement as to the amount
of the New Rent from the relevant Review Date shall have been reached
between the Lessor and the Lessee three months prior to the relevant
Review Date then either the Lessor or the Lessee may by notice to the
other require the determination of the amount of the New Rent at the
relevant Review Date by the Surveyor
5.3.2 The Surveyor shall be agreed upon by the Lessor and the Lessee or (in
default of agreement) appointed on the application of either of them by
or on behalf of the President and shall act as an arbitrator pursuant to
the provisions of the Arbitration Acts 1950 and 1979 (unless the Lessor
shall by notice to both the Lessee and the Surveyor within 21 days of
receipt of notice of appointment of the Surveyor elect that the Surveyor
shall act as an expert valuer)
5.3.3 The Surveyor shall give notice to the Lessor and to the Lessee of his
appointment and shall (if acting as an expert valuer) invite each of
them to submit within four weeks a valuation accompanied by a statement
of reasons
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5.3.4 If the Surveyor shall fail to determine the New Rent at the relevant
Review Date and give notice to the parties of his determination within
two months of his appointment or if he shall die or become unwilling to
act or incapable of acting for any other reason the Lessor may apply to
the President for a substitute to be appointed in his place which
procedure may be repeated as often as necessary
5.3.5 The fees of the Surveyor shall be in his award but otherwise shall be
shared equally between the Lessor and the Lessee (and if the Lessee
shall fail to pay on demand any part of those fees which the Lessee is
due to pay they may be paid by the Lessor and shall be recoverable by
the Lessor as rent in arrear)
5.4 ARREARS AND INTEREST
If upon any review of Rent the amount of the New Rent shall not be
agreed or determined prior to the relevant Review Date the Lessee shall
continue to pay Rent at the rate payable immediately prior to that
Review Date until the quarter day next following the agreement or
determination of the New Rent whereupon any Excess shall be due as a
debt payable by the Lessee to the Lessor apportioned on a daily basis
from the relevant Review Date together with Interest on the Excess from
the relevant Review Date until the date of payment of the Excess
5.5 RENT REVIEW MEMORANDUM
If upon any such review it shall be agreed or determined that the Rent
previously payable under this Lease shall be increased the Lessor and
the Lessee shall immediately complete and sign a written memorandum at
the expense of the Lessee recording the New Rent payable from the
relevant Review Date
5.6 BINDING NATURE OF SURVEYOR'S DETERMINATION
If the Surveyor is acting as an expert valuer his determination of the
New Rent shall be final and binding on the parties
5.7 STATUTORY OBLIGATIONS
If on any Review Date there shall be in force any statute which shall
restrict interfere with or affect the Lessor's right to review the Rent
in accordance with the terms of this Lease or receive any increase in
Rent following such review the Lessor shall be entitled following the
repeal or modification of that statute to require a review of the Rent
in accordance with the terms of this Lease as though the date of the
repeal or modification of that statute had been specified in this Lease
as an additional Review Date
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5.8 TIME
Time shall not be of the essence in relation to the review of the Rent
or the service of notices in connection with such review
5.9 RIGHTS OF OTHERS
No Surety guarantor or any predecessor in title of the Lessee shall have
any right to take part in the agreement or determination of the New Rent
upon review
6. SERVICE CHARGE PAYMENT
6.1 AMOUNT PAYABLE
THE Lessee covenants (in addition to its covenant with the Lessor
contained in clause 3.1 hereof) with the Lessor to pay to the Lessor the
Service Charge which shall be such proportion of the total yearly cost
of the Services attributable to the Premises calculated according to the
ratio which the Net Internal Area of the Premises from time to time
bears:-
6.1.1 (in the case of the Services detailed in Part I of the Fifth Schedule)
to the aggregate Net Internal Area of the Building (such calculation
having been agreed between the Lessor and the Lessee as being 1.11% at
the date of this Lease) and
6.1.2 (in the case of the Services detailed in Part II of the Fifth Schedule)
to the aggregate Net Internal Area of the Floor (such calculation having
been agreed between the Lessor and the Lessee as being 18.51% at the
date of this Lease) including the management and administrative costs
(including professional fees properly and reasonably incurred by the
Lessor) in carrying out and supervising down to the Thirty-first day of
December in each year of the Term
6.2 PAYMENT ON ACCOUNT
The Lessee shall pay on account of the Service Charge from the date
hereof down to the First Anniversary the Initial Service Charge
specified in paragraph 8 of the Particulars and thereafter the
Lessee shall pay such sums on account of the Service Charge as
hereinafter provided
6.3 ESTIMATES AND CALCULATIONS
6.3.1 As soon as reasonably possible after the beginning of each calendar year
of the Term following the First Anniversary the Lessor shall supply the
Lessee with a copy of the Lessor's Surveyor's written reasonable
estimate of the amount of the Service Charge for that calendar year and
the Lessee shall pay that amount to the Lessor on account of the Service
Charge by four equal instalments payable in advance on the usual quarter
days
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6.3.2 About the First Anniversary and about the end of each subsequent
calendar year of the Term the Lessor shall promptly calculate and inform
the Lessee of the Service Charge payable for that year and any
underpayment on account of the Service Charge shall thereupon be paid by
the Lessee and any overpayment shall be deducted from the amount next
payable by the Lessee on account of the Service Charge PROVIDED THAT any
overpayment to which the Lessee may be entitled at the termination of
the Term shall be repaid to the Lessee forthwith but subject to any lien
therein vested in the Lessor
6.3.3 If the Lessor fails to supply the Lessee with the written estimate in
accordance with sub-clause 6.3.1 of this clause then until it is so
supplied the Lessee shall make quarterly payments equal to that most
recently payable thereunder on account of the Service Charge any overall
difference being adjusted in accordance with the preceding sub-clause or
whenever the Lessor requires
6.3.4 For the avoidance of doubt it is agreed and declared that the Service
Charge may include such reasonable provision as the Lessor's Surveyor
may fix on account of the future cost of the Services
6.3.5 The Lessor shall use all reasonable endeavours to keep a proper account
(with vouchers so far as reasonably possible) of its income and
expenditure in each calendar year in respect of the Services and shall
if reasonably required make the same available for inspection by the
Lessee and such account shall (save in case of manifest error) be prima
facie evidence of all matters recorded therein
7. MISCELLANEOUS
The following conditions shall apply:-
7.1 RE-ENTRY
7.1.1 If the rents reserved or any other sums made payable by this Lease or
any part of such rents or other sums shall respectively be in arrear for
fourteen days after the same shall become due (whether legally demanded
or not) or
7.1.2 If there is any breach or non-observance of any of the covenants on the
part of the Lessee herein contained or
7.1.3 If any execution or distress is levied upon any asset of the Lessee and
is not discharged within fourteen days or
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7.1.4 If the Lessee or any Surety or guarantor for the Lessee (being a
corporation) shall enter into liquidation whether compulsory or
voluntary (not being merely a voluntary liquidation whilst solvent for
the purpose of reconstruction) or if an application is made for the
appointment of a Receiver or Administrator or Administrative Receiver of
all or any part of the property of the Lessee or the Surety or
7.1.5 If the Lessee or any Surety or guarantor for the Lessee (being an
individual or individuals) shall enter into any composition with their
respective creditors or commit any act of bankruptcy or be adjudicated
bankrupt
THEN and in any such case it shall be lawful for the Lessor and any
persons authorised by the Lessor to re-enter into and upon the Premises
whereupon this demise shall immediately determine but without prejudice
to any rights or remedies which may then have accrued to the Lessor in
respect of the non-payment of the rents reserved or other sums made
payable by this Lease or any breach or non-observance or non-performance
of any of the covenants conditions and agreements contained in this
Lease
7.2 RENT ABATEMENT
If the Premises at any time during the Term shall be damaged or
destroyed by any Insured Risk so as to be unfit for occupation and use
then so long as the policy or policies of insurance for the time being
in force shall not have been vitiated or payment of the policy money
withheld or refused in whole or in part by reason of any act or omission
of the Lessee or any underlessee or any person under their respective
control the Rent and the Service Charge or a fair proportion of them
according to the nature and extent of the damage sustained shall be
suspended until the Premises shall again be rendered fit for occupation
and use or until the money received by the Lessor in respect of loss of
rent and service charge insurance shall have been exhausted whichever
period shall be the shorter and any dispute between the parties
concerning this provision shall be referred to an independent arbitrator
agreed between the parties or (in default of agreement) appointed on the
application of either party by the President for the time being of The
Royal Institution of Chartered Surveyors (or if none the Vice-President)
such arbitrator to act as an arbitrator pursuant to the provisions of
the Arbitration Acts 1950 and 1979 and the fees of such arbitrator to be
in his award but otherwise shall be shared equally between the Lessor
and the Lessee
7.3 EXCLUSION OF LIABILITY
7.3.1 Notwithstanding anything contained in this Lease the Lessor shall not be
liable to the Lessee or the Lessee's underlessees agents servants
invitees licensees or others for any injury accident loss damage or
inconvenience which may at any time during the Term be done
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occasioned or suffered to or by any such person or to the Premises or
any property on the Premises by reason of any act or omission of the
Lessor or anyone claiming through under or in trust for the Lessor or
any of the Lessor's servants agents or workmen or by reason of or in
consequence of any interruption in the provision of Utilities or any
defect in or the defective working stoppage or breakage of any apparatus
or Conduits in the Premises the Building or in the Development Area or
the defective state and condition of the Premises the Building or the
Lessor's adjoining property and neither shall the Lessor be liable for
any injury suffered or damage to or loss of any chattel or property
sustained on the Premises the Building or the Development Area
(including any car-parking areas) and the Lessee will indemnify the
Lessor in respect of any claim made against the Lessor by any such
person or the owner of any such chattels or property
7.3.2 The Lessor shall not be liable to the Lessee in respect of any failure
by the Lessor to perform any of the Lessor's obligations to the Lessee
in this Lease (with the exception only of the Lessor's covenant to
insure) unless and until the Lessee has notified the Lessor in writing
of the facts giving rise to such failure and the Lessor has failed
within a reasonable period to remedy the same nor shall the Lessor be
liable to compensate the Lessee for any loss or damage sustained by the
Lessee before such reasonable period has elapsed
7.3.3 The Lessor shall not be liable to the Lessee in respect of any act or
omission of whatsoever nature save as expressly provided in this Lease
7.4 NOTICES
Any notice served under or in connection with this Lease shall be served
by registered or recorded delivery post to the Registered Office or Head
Office for the time being of the Lessor or the Lessee or the Surety (if
any) addressed to the Secretary thereof or if the Lessor or the Lessee
or the Surety (if any) be an individual to that individual's last
address in Great Britain notified to the Lessor in writing and if the
expression "the Lessee" or "the Lessor" or "the Surety" includes more
than one person a notice served on any one of such persons shall be
deemed to have been properly served on all persons or legal entities
constituting the Lessee or the Lessor or the Surety (if any)
7.5 SECTION 37 LTA
Subject to the provisions of Sub-section (2) of Section 38 of the
Landlord and Tenant Act 1954 neither the Lessee nor any assignee or
underlessee of the Term or of the Premises shall be entitled on quitting
the Premises to any compensation under Section 37 of that Act to the
intent that any existing and future statutory right of the Lessee to
claim compensation from the Lessor on vacating the Premises is excluded
to the extent permitted by law
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7.6 EASEMENTS AND RIGHTS ENJOYED IN COMMON
Unless otherwise specified the easements and rights mentioned in the
Second and Third Schedules are respectively to be enjoyed by the Lessee
(and all persons authorised by the Lessee) and the Lessor (and all
persons authorised by the Lessor) in common with all others entitled or
to become entitled to like easements and rights whether expressly or by
operation of law including (but not by way of limitation) any adjoining
tenant or lessee of the Lessor PROVIDED ALWAYS that the easements and
rights set out in the Second Schedule hereto may be varied from time to
time by the Lessor as and for as long as the Lessor may deem necessary
provided that the use and enjoyment of the Premises by the Lessee or any
underlessee shall not thereby be materially adversely affected AND
PROVIDED FURTHER THAT nothing contained or referred to in this Lease
shall operate either expressly or impliedly to grant or confer upon the
Lessee the benefit of any easement right or privilege save only as
expressly granted to or conferred upon the Lessee in the Second Schedule
7.7 INTEREST ON OVERDUE MONIES
If any monies due hereunder are unpaid for fourteen days after the date
on which they are payable or if any other sums payable by the Lessee to
the Lessor under this Lease shall not be paid within fourteen days of
written demand then (but without prejudice to any other right or remedy
of the Lessor) the same shall be payable with Interest thereon (as well
after as before any judgment) calculated on a day-to-day basis from the
date upon which the same became payable down to the date of actual
receipt
7.8 LESSOR'S POWERS OF DEALING
Notwithstanding anything herein contained the Lessor and the Superior
Lessor and all persons duly authorised by them shall have power without
obtaining any consent from or making any compensation to the Lessee to
deal as it or they may think fit with the Building or any of the lands
buildings or parts of buildings and hereditaments adjacent adjoining or
near to the Premises or any part thereof whether or not forming part of
the Development Area and to erect or suffer to be erected thereon or on
any part thereof any buildings whatsoever and to make any alterations
erections or additions and carry out any demolition building or
rebuilding whatsoever which it or they may think fit or desire to do to
such land or buildings or any part or parts thereof in such manner as
the Superior Lessor or the Lessor thinks fit whether such buildings
alterations or additions shall or shall not affect or diminish the light
or air which may now or at any time during the Term be enjoyed by the
Lessee or the tenants or occupiers of the Premises and so that any light
or air or other easements rights or amenities (other than those
expressly granted hereby) at any time enjoyed in respect of the Premises
or any part thereof which might otherwise interfere with the rights of
the Superior Lessor or the Lessor or of any neighbouring owner or
occupier under this provision shall be deemed to have been and to be
enjoyed by consent and the Lessee shall not at any
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time during the Term or thereafter raise or make any complaint or
institute or take any proceedings whatsoever whether by way of
injunction or for damage or otherwise against the Lessor or any
neighbouring owner or occupier by reason or in consequence of any noise
disturbance annoyance or inconvenience occasioned by any such erection
rebuilding alteration or user as aforesaid
7.9 REGULATIONS
Without prejudice to the Lessee's rights under this Lease the Lessor may
at any time during the Term in the interests of good estate management
impose such reasonable regulations of general application regarding the
Building the Development Area or the Premises as it may in its absolute
discretion think fit in addition to or in place of the regulations set
out in the Fourth Schedule hereto and shall supply the Lessee with a
copy thereof
7.10 PERMITTING AND SUFFERING
Every covenant by the Lessee herein and every other provision hereof
that the Lessee will not do or omit to be done or allow any act matter
or thing is deemed to be a covenant or (as the case may require) a
provision that the Lessee will not permit or suffer the doing or (as the
case may require) the omission or allowance thereof and every reference
herein (whether expressed or implied) to a consequence of the Lessee
having done or having omitted to do or having allowed any act matter or
thing is deemed to be a reference extending the consequence to any act
omission or allowance of or by the Lessee's employees servants agents
licensees and invitees and any person claiming under the Lessee and that
person's employees servants agents licensees and invitees or any of them
7.11 SUPERIOR LEASES
7.11.1 The powers rights matters and discretions granted and reserved to the
Lessor under this Lease shall also be granted and reserved to or
exercisable by any Superior Lessor its servants agents and workmen to
the extent required by any superior lease
7.11.2 The Lessor shall be entitled to withhold its approval or consent in any
instance where any Superior Lessor's consent is required and where such
approval or consent is applied for and is not given
7.12 LESSOR AS LESSEE'S AGENT
The Lessee irrevocably appoints the Lessor to be the Lessee's agent to
store and/or dispose of any effects left by the Lessee on the Premises
for more than 7 days after the expiry or sooner determination of the
Term on any terms which the Lessor thinks fit without the Lessor being
liable to the Lessee save to account for the net proceeds of sale less
the cost of storage (if any) and any other expenses reasonably incurred
by the Lessor
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7.13 DISTRESS
All sums due and payable hereunder shall be recoverable if the Lessor so
wishes by distress as if the same formed part of the rents reserved
under this Lease
7.14 SET-OFFS
The Lessee waives any and all existing and future counterclaims and
set-offs against any payments due to the Lessor under this Lease and
agrees to make all such payments in full irrespective of any equity or
set-off or counterclaim of the Lessee of any nature
8. SURETY
THE Surety (if any) covenants and agrees with the Lessor in the terms
set out in the Sixth Schedule
9. OPTION TO DETERMINE
IF the Lessee wishes to determine this Lease on 1st November 1999 then
providing always that it has paid the rent and observed the covenants on
its parts contained herein then it shall give to the Lessor not less
than 6 months' notice in writing then upon the expiry of such notice the
Term shall immediately cease and determine but without prejudice to the
respective rights of either party in respect of any antecedent claim or
breach of covenant
IN WITNESS whereof this Deed and a Counterpart of it have been executed by the
parties and were delivered on the date appearing as one date of this Deed
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THE FIRST SCHEDULE
THE PREMISES
That part of the Building on the ninth floor shown (for the purposes of
identification only) edged red on Plan C comprising at the date of this Lease
2648 square feet net including:-
1. The inner surfaces and interior decorative finishes of walls stanchions
and columns which are exterior structural or load-bearing walls of the
Building and their stanchions or load-bearing columns (but not other
parts of such walls stanchions or columns)
2. The floor finishes applied to any floor slab below or within the
Premises and the ceilings and other finishes applied to the underside of
any floor slab above or within the Premises but not the remainder of
such floor slabs
3. The inner half severed medially of internal non-structural or non-load
bearing walls dividing the Premises from other parts of the Building and
the whole of all non-structural non-load bearing walls or partitions
wholly within the Premises
4. Internal windows and window frames doors and door frames and the glass
therein in each case but not any translucent or transparent material
forming part of the exterior of the Building
5. All additions alterations and improvements to the Premises
6. All Landlord's fixtures and fittings in or upon the Premises whether or
not installed at the date hereof
7. Any Conduits exclusively serving the Premises
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THE SECOND SCHEDULE
EASEMENTS AND RIGHTS IN FAVOUR OF THE LESSEE INCLUDED IN THIS LEASE
1. SUBJECT always to the right of the Company without being liable to the
Lessee in any way to prevent use of any such roadways entrances or
accessways or parking spaces for so long as and as may be reasonably
necessary to enable the Company to comply with its covenants pursuant to
the HEMCO Deed or to exercise its rights or so as to prevent any rights
arising by prescription or dedication:-
1.1 The right in common with the Lessor the Superior Lessor and all others
entitled to like right to use
1.1.1 with or without vehicles the roadway shown coloured blue and hatched
blue on Plan A for the purpose of gaining access to and egress from the
Building
1.1.2 on foot only the footpath shown coloured purple and hatched purple and
the podium area shown coloured green and hatched green and coloured
yellow and hatched yellow and the area shown coloured pink and hatched
pink on Plan A for the purpose only of gaining access to and egress from
the Building
1.2 The right to use with or without vehicles the roadways and accessways in
the Common Areas for the purpose only of gaining access to and egress
from the Building
1.3 The right to pass and repass on foot only over and along the courtyards
footpaths stairways and emergency escapes forming part of the Common
Areas
1.4 The right for the Lessee its servants agents and visitors in common with
the Lessor and those authorised by it and all others having the same
right to pass and repass at all times and for all purposes with or
without vehicles over the road connecting the Development Area with the
nearest public highway until the said road shall be adopted by the
highway authority and shall become maintainable at the public expense
for the purpose of access to or egress from the Building provided that
the Superior Lessor shall be entitled from time to time to stop up or to
re-locate the situation of such road on condition that there shall
remain or the Superior Lessor shall provide alternative means of access
to the Building not materially less convenient than the existing road
2. The right in common with the Lessor and their tenants and occupiers of
the Building to pass and repass on foot only over and along the entrance
halls staircases landings and corridors
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of the Building and a right to use (when working) the passenger and
goods lifts in the Building
3. The right to use the toilets on the same floor of the Building as the
Premises
4. The right to place only refuse waste or rubbish originating from the
Premises in the refuse bins (if any) in the Building
5. The right to the free and uninterrupted passage of the Utilities to and
from the Premise through the Conduits which now are or may at any time
during the Term (or during the period of 80 years from the date hereof
if shorter which period shall be the perpetuity period applicable to
this right) be serving the Premises together with the right to maintain
repair and renew the same and the right at any time but (except in
emergency) after giving prior notice in writing to enter (or in
emergency or after the giving of reasonable notice (being not less than
21 days) in the absence of the Lessor or the relevant tenant or occupier
(as the case may be) to break and enter) any other part of the Building
the person exercising such rights causing as little damage as is
reasonable and making good as soon as reasonably possible any damage
caused to the Building and Provided further that the exercise of such
rights shall in no way overload the Conduits
6. The right of support protection and shelter from the Building as now
enjoyed
7.1 The exclusive right (subject to paragraph 1 above) to park not more than
three private motor cars on the parking spaces in the Car Park shown
numbered 222, 228 and 344 on Plans E and F or such other parking spaces
as the Lessor may from time to time substitute and nominate to the
Lessee in writing for the purpose
7.2 The right of way in common with the Lessor the Superior Lessor the
Company and all others entitled to like right to pass with or without
vehicles over the roads and access ways leading to the parking spaces
referred to in paragraph 7.1 and on hot only along the pedestrian access
ways and passenger lifts to and within the Car Park giving access to the
said parking spaces
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THE THIRD SCHEDULE
PART I
EASEMENTS AND RIGHTS THAT ARE EXCEPTED FROM THIS LEASE
1. The following rights and easements are excepted and reserved out of the
Premises unto the Lessor and the Superior Lessor and their tenants and
the occupiers of any adjoining or neighbouring land and/or premises and
all other persons authorised by the Lessor or by such tenants and
occupiers or having the like rights and easements:
1.1 The right of free and uninterrupted passage of foul and surface water
drainage electricity electronic impulses gas water telephone heating
ventilations air-conditioning the passage of smoke and fumes and all
utilities services and facilities through the Conduits which are now or
may at any time during the Term (or during the period of eighty years
from the date hereof if shorter) be in on under or passing through or
over the Premises with the right to construct and maintain new services
and alter divert and connect with existing services for the benefit of
any adjacent or nearby premises the right to repair maintain and renew
such existing and new services and the right at any time but (except in
emergency) after giving reasonable prior notice to enter (or in an
emergency or after the giving of reasonable notice in the Lessee's
absence to break and enter) the Premises in the exercise of such rights
the person exercising such right causing as little damage as is
reasonable and making good as soon as reasonably possible any damage
caused to the Premises and (in the case of the Lessor and persons
authorised by it) acting with all reasonable expedition throughout
1.2 The right at any time but (except in an emergency) after giving
reasonable prior notice to enter (or in an emergency or after the giving
of reasonable prior notice (being not less than 21 days) during the
Lessee's absence to break and enter) and remain upon the Premises with
any plant equipment and materials in order to;
1.2.1 inspect or view the condition of the Premises
1.2.2 carry out work upon any adjacent premises
1.2.3 carry out any repairs or other work which the Lessor or Superior Lessor
must or may carry out under the provisions of this Lease or to do any
other thing which under the said provisions the Lessor may do subject
(in the case of the Lessor or the Superior Lessor) to the person
entering forthwith making good all damage occasioned to the Premises by
the exercise of such right
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1.3 The right to deal in any manner whatsoever with any of the land
belonging to the Lessor or the Superior Lessor adjoining opposite or
near to the Premises including other parts of the Building and to erect
maintain rebuild or alter or suffer to be erected maintained rebuilt or
altered on such adjoining opposite or neighbouring lands or other parts
of the Building any buildings or structures whatsoever whether such
buildings shall or shall not affect or diminish the light or air which
may now or at any time hereafter be enjoyed for or in respect of the
Premises or any building for the time being thereon
2. The right of support shelter and protection from the Premises for the
rest of the Building
PART II
1. The rights and privileges reserved over in or under the Premises
pursuant to the provisions of an Agreement dated 4th November 1982 and
made between the Superior Lessor (1) and the Port of London Authority
(2)
2. The provisions of a Transfer Deed dated 4th November 1982 made between
the Port of London Authority (1) and the Superior Lessor (2)
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THE FOURTH SCHEDULE
REGULATIONS
1. All refuse shall be kept in a suitable container and shall be taken not
less than once a day in sacks to the area designated from time to time
by the Lessor for the storage of refuse
2. No rubbish or waste materials paper wood and other combustible matter
shall be burnt in or about the Premises or the Building
3. No smoke or fumes or noxious smells shall be emitted from the Premises
so as to cause in the reasonable opinion of the Lessor or the Superior
Lessor or their respective surveyors annoyance or interference with the
proper enjoyment of the Building adjoining premises of the Lessor and
the Superior Lessor or their tenants or of the premises adjoining or
near the Development Area
4. No use of industrial machinery engines and equipment so as to cause
excessive noise vibration or dust and any such use which in the
reasonable opinion of the Lessor's or the Superior Lessor's surveyor is
causing annoyance to adjoining tenants of the Lessor or the Superior
Lessor or to the occupiers of the Building or in the vicinity shall be
abated immediately upon notice
5. No mechanically operated vehicles cycles hand trucks or trailers shall
be parked or left unattended outside areas properly reserved for such
parking or in such manner as to obstruct roadways on the Development
Area or so as to prevent ingress and egress of fire fighting equipment
round the curtilage of the Building
6. No off-loading of vehicles except within the curtilage of the areas
designated for that purpose
7. No storage of inflammable materials explosives substances or liquids
except in proper containers or receptacles in accordance with
regulations enforced by a competent authority and in any event not
abutting any boundary or other adjoining property of the Lessor or the
Superior Lessor
8. Traffic Regulations as shown by road signs or as advised to the Lessee
from time to time by the Lessor or the Company must be observed
including parking and speed limits No vehicle belonging to the Lessee or
any visitor of the Lessee shall be driven on the Development Area except
by a person holding a valid driving licence permitting him to drive that
vehicle
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9. All vehicles on the Development Area and the Car Park are at the owner's
risk and neither the Lessor nor the Superior Lessor will be liable for
damage or theft or any other hazard
10. No repairing testing or washing of vehicles on the Development Area or
in the Car Park save that vehicles may be washed in the area (if any)
designated for that purpose by the Lessor
11. No obstruction shall be caused in any part of the Building and in
particular all delivery or despatch and all loading or unloading of
goods shall be from the area hatched blue on Plan A to the goods
entrance of the Building
12. No loud speakers television sets radios or other devices shall be used
in a manner so as to be heard outside the Premises or so as to cause
interference with any equipment outside the Premises
13. Conduits and all plumbing facilities shall not be used for any other
purpose than that for which they are intended and no foreign substance
of any kind shall be placed therein
14. The Lessee will keep clean and free from obstruction all conduits in the
Premises including but without prejudice to the generality thereof the
air conditioning and heating ducts and flues
15. The passenger lifts shall not be used for the conveyance of goods nor by
building operatives
16. The Lessee will not install any curtains blinds or screens at or over
any transparent or translucent parts of exterior walls bounding the
Premises
17. The Lessee will not store or place any items against any transparent or
translucent parts of exterior walls bounding the Premises so as to
present (in the opinion of the Lessor) an unsightly appearance when
viewed from the exterior
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THE FIFTH SCHEDULE
EXPENDITURE TO BE TAKEN INTO ACCOUNT IN COMPUTING THE SERVICE CHARGE
PART I
1. All costs and expenses whatsoever incurred by the Lessor in and about
the provision from time to time of services in to or for the benefit of
the Building which without prejudice to such generality shall include
those under the following heads:
1.1 The cost of and incidental to compliance by the Lessor with every notice
regulation requirement or order of any competent local or other
authority or any Act of Parliament in respect of the Building
1.2 The cost of periodically inspecting making renewing repairing
maintaining decorating or otherwise treating rebuilding replacing and
keeping free from and remedying all defects whatsoever and cleaning the
main structure and exterior of the Building (including the roof and
foundations) and of all parts of the Building not let or intended to be
let and other conveniences which may belong to or be used for the
Building along or in common with other premises near or adjoining
including any amounts which the Lessor may be called upon to pay as a
contribution towards such costs
1.3 The cost of providing operating periodically inspecting maintaining in
proper working order overhauling repairing renewing and replacing in
whole or in part the heating and/or ventilating and/or air conditioning
and hot and cold water systems and generators and other plant serving
the Building and the lifts lift shafts and machinery and other plant in
or serving the Building
1.4 The cost of all fuel of any kind required for the boiler or boilers
supplying the heating lighting ventilation and/or air conditioning and
hot water systems and generating and other plant serving the Building
and the electricity for operating the lifts and providing all other
services to or for the Building
1.5 The cost of insuring the Building (excluding the Premises and other
parts of the Building let or intended to be let) against loss or damage
by the Insured Risks in accordance with clause 4.3 of this Lease
1.6 The cost of taking out and maintaining in force an effective insurance
policy against any and every liability of the Lessor for injury to or
death of any person (including every agent servant and workman of the
Lessor) and damage to or destruction of the property of any such person
arising out of the management and/or maintenance and/or occupation of
the
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Building or any part of it and in particular but without limiting the
generality of the foregoing:
(a) employer's liability; and
(b) insurance against such injury death damage or destruction as
above stated due to the act neglect default or misconduct of the
agents servants or workmen of the Lessor employed in connection
with the management and/or maintenance of the Building or to a
total or partial failure or breakdown of the lifts or central
heating or air conditioning plant or hot water systems or to
flooding in the boiler room or elsewhere; and also such further
or other insurances as the Lessor shall from time to time in its
absolute discretion deem necessary
1.7 The cost of carpeting re-carpeting restoring cleaning decorating
lighting and furnishing as appropriate all parts of the Building not let
or intended to be let and keeping the same in good repair and condition
and providing towels and toilet and other requisites in the toilets
1.8 The charges assessments and other outgoings (if any) payable by the
Lessor in respect of all parts of the Building
1.9 All proper fees charges expenses and commissions of any person or
persons the Lessor may from time to time employ in connection with the
management and supervision of the Building (including but not by way of
limitation rent collection and maintenance of the Building)
1.10 The cost of preparing submitting and settling any insurance claims
relating to the Building
1.11 The cost of providing maintaining and when necessary replacing renewing
or amending a security patrol and security observation system for the
Building (including but not by way of limitation the provision of alarms
close circuit television and apparatus and fittings designed to prevent
or limit vandalism)
1.12 The cost of the upkeep of and tending and stocking of:
(a) any landscaping in the Building and of the forecourts
roadways/pathways and open areas within the Building;
(b) floral and/or plant displays or areas
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1.13 The cost of cleaning the interior and exterior of the glass surfaces of
the parts of the Building not let or intended to be let and the
transparent or translucent parts of the exterior of the Building
1.14 The cost of providing and maintaining and where necessary replacing
furniture for the use:
(a) in the parts of the Building not let or intended to be let
(b) by persons employed by the Lessor in or about the provision of
the services
1.15 The cost of providing maintaining and where necessary replacing such
flags decorative lights and other decorations or like amenities as the
Lessor shall think fit to provide
1.16 The cost of operating for the tenants or occupiers of the Building and
their visitors on such basis as the Lessor may determine the Car Park
and of repairing maintaining rebuilding renewing and cleaning the same
and keeping it clear of all rubbish and obstructions
1.17 The cost of providing and replacing paladins or other refuse containers
for the tenants or occupiers of the Building and arranging for the
collection of refuse
1.18 The cost of providing maintaining and renewing all directional and other
notices posters boards or signs in the Building
1.19 The cost of taking all steps deemed desirable or expedient by the Lessor
for complying with making representations against or otherwise
contesting the incidence of the provisions of any Acts of Parliament
concerning any matter relating or alleged to relate to the Building
1.20 The cost of providing fire fighting equipment appliances (including fire
alarm sprinkler systems and smoke detectors) and any other signs or
notices required by the local Fire Officer (other than such as is
supplied in the Premises by the Lessee) and the cost of repair
maintenance and renewal of the same
1.21 The cost of employing staff for the Building either directly or
indirectly for the performance of duties in connection with the
maintenance and/or security of the Building and the provision of
services to the Building and to the tenants occupiers and users and all
other incidental expenditure in relation to such employment including
(but without limiting the generality of such provision) contributions to
an occupational pension scheme the payment of such insurance health
pension welfare and other contributions and premiums industrial training
levies redundancy and similar or ancillary payments that the Lessor may
be required
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by Act of Parliament or otherwise to pay or may at his absolute
discretion deem and desirable and necessary in respect of such
staff and uniforms working clothes tools machinery two way radios
appliances office equipment motor vehicles (whether or not as an
emolument of employment) cleaning and other material bins
receptacles and other equipment for the purpose performance of
their duties
1.22 The rent rates telephone charges gas electricity and other incidental
expenses of:
(a) any accommodation provided in the Building or elsewhere for
occupation or use by the persons employed in connection with the
provision of the services to and the management and/or the
security of the Building; and
(b) any accommodation provided for vehicles parts equipment and
other things employed in connection with the provision of the
said services and the management and/or security of the
Building
1.23 The cost of leasing any item required for the purpose of carrying out
any of the matters referred to in this Schedule
1.24 The cost of staging mounting arranging or otherwise providing in any
parts of the Building not let or intended to be let any exhibition
function display or event which the Lessor may from time to time
consider desirable for the purpose of maintaining or improving the
reputation of the Building
1.25 The cost of carrying out any other works or providing services or
facilities of any kind whatsoever which the Lessor may from time
to time consider desirable for the purpose of maintaining or
improving the services or facilities in or for the Building
PROVIDED ALWAYS that the Lessor may at any time add to the heads
of expenditure any depreciation or other allowance provision for
future anticipated expenditure on or replacement of any
installation equipment plant or apparatus or rental value of any
part of the Building connection with the provision of the Services
not previously included and from and after the relevant date of
the exercise of this right such additional items of depreciation
allowance provision expenditure or value shall be included in the
calculation of the Service Charge.
2. The service charge payable under Clause 3 of the HEMCO Deed
3. The cost of calculating the service charges and the
payments on account payable by the tenants of premises in the
Building the preparation of accounts and audits made for the and
of recovering service charges and payments from such tenants
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4. All professional charges fees and expenses payable by the Lessor in
respect of the matters mentioned in paragraphs 1, 2 and 3 above insofar
as not already charged under sub-paragraph 1.9
5. During any period in which the Lessor does not employ managing agents to
manage the Building a reasonable sum but in any event not exceeding
fifteen per centum of the costs fees charges and expenses referred to in
paragraphs 1, 2, 3 and 4 above incurred during such period
6. All Value Added Tax or other similar tax payable by the Lessor in
respect of the matters referred to in paragraphs 1, 2, 3, 4 and 5 above
7. The gross cost to the Lessor by way of interest commission banking
charges commitment or otherwise of borrowing any necessary sums to
provide the costs under the foregoing paragraphs
PART II
1. The cost of decorating or otherwise treating those parts of the Floor
not let or intended to be let
2. The cost of carpeting re-carpeting restoring cleaning decorating
lighting and furnishing as appropriate all parts of the Floor not let or
intended to be let and keeping the same in good repair and condition
3. The cost of all fuel of any kind required for the boiler or boilers
supplying the heating lighting ventilation and/or air conditioning and
hot water systems and generating and other plant and the electricity and
all other services serving those parts of the Floor not let or intended
to be let
4. The cost of providing repairing renewing replacing and maintaining
facilities plant and equipment on the Floor for the preparation of hot
and cold drinks and light refreshments solely for consumption by the
Tenant its employees or visitors and all electricity gas water or other
services
5. The cost of providing fire-fighting equipment appliances (including fire
alarms sprinkler systems and smoke detectors) and any other signs or
notices required by the local Fire Officer for those parts of the Floor
not let or intended to be let and the cost of repair maintenance and
renewal of the same
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6. The cost of calculating the service charges and the payments on account
payable by the tenants of premises on the Floor the preparation of
accounts and audits made for the purpose and of recovering service
charges and payments from such tenants
7. All professional charges fees and expenses payable by the Lessor in
respect of the matters mentioned in paragraphs 1, 2, 3, 4, 5 and 6 above
8. During any period in which the Lessor does not employ managing agents to
manage the Building a reasonable sum but in any event not exceeding
fifteen per centum of the costs fees charges and expenses referred to in
paragraphs l, 2, 3, 4, 5, 6 and 7 above incurred during such period
9. All Value Added Tax or other similar tax payable by the Lessor in
respect of the matters referred to in paragraphs 1, 2, 3, 4, 5, 6, 7 and
8 above
10. The gross cost to the Lessor by way of interest commission banking
charges commitment or otherwise of borrowing any necessary sums to
provide the costs under the foregoing paragraphs
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SIXTH SCHEDULE
COVENANTS AND AGREEMENTS BY THE SURETY
1. The Surety covenants with the Lessor as a primary obligation:-
1.1 that the Lessee or the Surety shall at all times during the Term duly
perform and observe all the covenants conditions and other provisions on
the part of the Lessee to be observed and performed in this Lease
(including the payment of the Rent and all other sums from time to time
payable under this Lease) in the manner and at the times specified and
shall indemnify the Lessor against all actions proceedings losses
liabilities costs damages expenses claims and demands sustained by the
Lessor in any way directly or indirectly arising out of or resulting
from any default by the Lessee in the performance and observance of any
such covenants conditions and other provisions
1.2 not to claim in any liquidation bankruptcy administration receivership
composition or arrangement of the Lessee in competition with the Lessor
and to remit to the Lessor the proceeds of all judgments and all
distributions it may receive from any liquidator trustee in bankruptcy
administrator administrative receiver receiver or supervisor of the
Lessee and to hold for the benefit of the Lessor all security and rights
the Surety may have over assets of the Lessee while any liabilities of
the Lessee or the Surety to the Lessor remain outstanding
1.3 that if a liquidator or trustee in bankruptcy shall disclaim or
surrender this Lease or this Lease shall be forfeited or the Lessee
shall die or cease to exist (any such date in this Schedule being
referred to as "the Relevant Date") then the Surety shall (if the Lessor
by notice in writing given to the Surety within six months after the
Relevant Date so requires) accept from and execute and deliver to the
Lessor a counterpart of a new lease of the Premises for a term
commencing on the Relevant Date and continuing for the residue then
remaining unexpired of the Term such new lease to be at the cost of the
Surety and to be at the same rents and subject to the same covenants
conditions and provisions as are contained in this Lease
1.4 that if the Lessor shall not require the Surety to take a new lease the
Surety shall nevertheless upon demand pay to the Lessor a sum equal to
the Rent and all other sums that would have been payable under this
Lease in respect of the period from and including the Relevant Date
until the expiry of twelve months after that date or until the Lessor
shall have granted a lease of the Premises to a third party (whichever
shall first occur)
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2. The Surety is jointly and severally liable with the Lessee (whether
before or after any disclaimer by a liquidator or trustee in bankruptcy)
for the fulfilment of all the Lessee's covenants conditions and other
provisions contained in this Lease and the Lessor in the enforcement of
its rights may proceed against the Surety as if the Surety was named as
the Lessee in this Lease
3. The Surety waives any right to require the Lessor to proceed against the
Lessee or to pursue any other remedy of any kind which may be available
to the Lessor before proceeding against the Surety
4. None of the following (or any combination thereof) shall release
determine discharge or in any way lessen or affect the liability of the
Surety as principal debtor under this Lease or otherwise prejudice or
affect the liability of the Surety to accept a new Lease in accordance
with the provisions of this Schedule:-
4.1 any neglect delay or indulgence or extension of time given by the Lessor
in enforcing payment of the Rent or any other sums due under this Lease
in enforcing the performance or observance of any of the Lessee's
covenants conditions or other provisions contained in this lease
4.2 any refusal by the Lessor to accept Rent tendered by or on behalf of the
Lessee following a breach of covenant by the Lessee
4.3 the expiry or sooner determination of the Term
4.4 any variation of the terms of this Lease (including any reviews of the
Rent payable under this Lease) or the transfer of the Lessor's reversion
or the assignment of this Lease
4.5 any change in the constitution structure or powers of either the Lessee
the Surety or the Lessor or the liquidation administration receivership
or bankruptcy (as the case may be) of either the Lessee or the Surety or
the death or dissolution of the Lessee
4.6 any legal limitation or any immunity disability or incapacity of the
Lessee (whether or not known to the Lessor) or the fact that any
dealings with the Lessor by the Lessee may be outside or in excess of
the powers of the Lessee
4.7 any other act omission matter or thing of any kind by virtue of which
(but for this provision) the Surety would be exonerated either wholly or
in part (other than a release under seal given by the Lessor)
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5. This guarantee shall enure for the benefit of the successors and assigns
of the Lessor under this Lease without the necessity for any assignment
of it
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( THE COMMON SEAL of GLOBE
[SEAL] ( TRUST LIMITED was affixed to this
( deed in the presence of:-
Director /s/ [ILLEGIBLE]
--------------------------
Secretary /s/ [ILLEGIBLE]
-------------------------
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LIST OF OMITTED ANNEXES
The following Annexes to the Underlease have been omitted from this
Exhibit and shall be furnished supplementally to the Commission upon request:
Architectural Drawing of Plan A
Architectural Drawing of Plan B
Architectural Drawing of Plan C
Architectural Drawing of Plan D
Architectural Drawing of Plan E
Architectural Drawing of Plan F
Architectural Drawing of Plan G