PARTICULARS
DATE OF LEASE: 23rd day of June, 1997
1. (1) LESSOR: DOCKWAYS LIMITED whose registered office is at 1 Le
Couteur Court Mulcaster Street St. Helier Jersey
(2) LESSEE: WORLD XCHANGE COMMUNICATIONS LIMITED whose registered
office is at Suite 9-02 Exchange Tower 1 Harbor Exchange
Square London
2. THE PREMISES: The premises more particularly described in the First
Schedule
3. 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 but excluding any land structure or air
space demised to London Regional Transport by the Lease
dated 17 July 1987 and made between London Docklands
Development Corporation (1) and London Regional
Transport (2)
4. RENT: The yearly rent of L38,160 subject to upwards only rent
review as provided in this Lease
5. INITIAL L23,850 per annum payable in accordance with Clause 6.2
SERVICE hereof
CHARGE:
6. TERM: Commencing on 29 September 1996 and expiring on 24 March
2015
7. USE: Offices
8. RENT REVIEW The 25th day of December 2001 and every fifth
DATES: anniversary of that date
INDEX
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
DEMISE PARCELS AND RENT . . . . . . . . . . . . . . . . . . . . . . . 8
LESSEE'S COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . 10
Pay Rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Pay Outgoings. . . . . . . . . . . . . . . . . . . . . . . . . . 10
Pay Value Added Tax. . . . . . . . . . . . . . . . . . . . . . . 12
Lessee's Insurance Covenant. . . . . . . . . . . . . . . . . . . 12
Repair . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Internal Redecoration. . . . . . . . . . . . . . . . . . . . . . 14
Maintain Lessor's Fixtures . . . . . . . . . . . . . . . . . . . 15
Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Alterations. . . . . . . . . . . . . . . . . . . . . . . . . . . 17
User . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Obstructions . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Regulations. . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Compliance with Statutory Enactments . . . . . . . . . . . . . . 20
Alienation . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Registration . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Information. . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Costs and Fees . . . . . . . . . . . . . . . . . . . . . . . . . 23
Planning Acts. . . . . . . . . . . . . . . . . . . . . . . . . . 24
Fire Fighting Equipment. . . . . . . . . . . . . . . . . . . . . 26
Notice of Re-Letting or sale . . . . . . . . . . . . . . . . . . 26
Not to Permit Acquisition of Easements . . . . . . . . . . . . . 27
To Notify Lessor . . . . . . . . . . . . . . . . . . . . . . . . 27
Indemnity. . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
New Surety or Guarantor. . . . . . . . . . . . . . . . . . . . . 28
Pledging Chattels as Security. . . . . . . . . . . . . . . . . . 28
Perform and Observe Covenants. . . . . . . . . . . . . . . . . . 29
Air-Conditioning . . . . . . . . . . . . . . . . . . . . . . . . 29
Yield Up . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
LESSOR'S COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . 30
Quiet Enjoyment. . . . . . . . . . . . . . . . . . . . . . . . . 30
The Superior Lease . . . . . . . . . . . . . . . . . . . . . . . 30
Lessor's Insurance Covenant. . . . . . . . . . . . . . . . . . . 30
Provision of Services. . . . . . . . . . . . . . . . . . . . . . 32
RENT REVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Payment of New Rent. . . . . . . . . . . . . . . . . . . . . . . 36
Determination of the New Rent. . . . . . . . . . . . . . . . . . 37
Arrears and Interest . . . . . . . . . . . . . . . . . . . . . . 38
Rent Review Memorandum . . . . . . . . . . . . . . . . . . . . . 38
Binding nature of Surveyor's determination . . . . . . . . . . . 38
Statutory obligations. . . . . . . . . . . . . . . . . . . . . . 39
Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Rights of others . . . . . . . . . . . . . . . . . . . . . . . . 39
SERVICE CHARGE PAYMENT. . . . . . . . . . . . . . . . . . . . . . . . 39
Amount payable . . . . . . . . . . . . . . . . . . . . . . . . . 39
Payment on account . . . . . . . . . . . . . . . . . . . . . . . 40
Estimates and calculations . . . . . . . . . . . . . . . . . . . 40
No dispute . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Re-entry . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Rent Abatement . . . . . . . . . . . . . . . . . . . . . . . . . 43
Exclusion of liability . . . . . . . . . . . . . . . . . . . . . 44
Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 37 LTA . . . . . . . . . . . . . . . . . . . . . . . . . 46
Easements and rights enjoyed in common . . . . . . . . . . . . . 46
Interests on overdue monies. . . . . . . . . . . . . . . . . . . 47
Lessor's power of dealing. . . . . . . . . . . . . . . . . . . . 47
Regulations. . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Permitting and suffering . . . . . . . . . . . . . . . . . . . . 48
Superior Leases. . . . . . . . . . . . . . . . . . . . . . . . . 49
Lessor as Lessee's Agent . . . . . . . . . . . . . . . . . . . . 49
Distress . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Set-Offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Release of Lessor. . . . . . . . . . . . . . . . . . . . . . . . 50
Lessee's option to determine . . . . . . . . . . . . . . . . . . 51
Governing law and jurisdiction . . . . . . . . . . . . . . . . . 51
SURETY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
THE FIRST SCHEDULE. . . . . . . . . . . . . . . . . . . . . . . . . . 52
The Premises . . . . . . . . . . . . . . . . . . . . . . . . . . 52
THE SECOND SCHEDULE . . . . . . . . . . . . . . . . . . . . . . . . . 53
Easements and rights in favour of the Lessee included
in this lease. . . . . . . . . . . . . . . . . . . . . . . . . 53
THE THIRD SCHEDULE. . . . . . . . . . . . . . . . . . . . . . . . . . 56
Easements and rights that are expected from this
Lease. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
THE FOURTH SCHEDULE . . . . . . . . . . . . . . . . . . . . . . . . . 58
Regulations. . . . . . . . . . . . . . . . . . . . . . . . . . . 58
THE FIFTH SCHEDULE. . . . . . . . . . . . . . . . . . . . . . . . . . 61
Expenditure to be taken into account in computing the
Service Charge . . . . . . . . . . . . . . . . . . . . . . . . 61
SIXTH SCHEDULE. . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Covenants and Agreements by the Surety . . . . . . . . . . . . . 69
SEVENTH SCHEDULE. . . . . . . . . . . . . . . . . . . . . . . . . . . 73
Requirements for an assignment . . . . . . . . . . . . . . . . . 73
General Requirements . . . . . . . . . . . . . . . . . . . . . . 75
THIS SUB-UNDERLEASE is made on the date stated in paragraph 1 of the
Particulars BETWEEN:
(1) The LESSOR specified in paragraph 1(1) of the Particulars and
(2) The LESSEE specified in paragraph 1(2) of the Particulars
THIS DEED WITNESSETH as follows:
DEFINITIONS
1.1 IN this Deed the following expressions shall where the context so
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admits or requires be construed as follows:
"the Building" means Exchange Tower 1 Harbour Exchange Square London
E14 9GB as described in paragraph 3 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
1
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 which serve the Building
from time to time
"Development Area" shall mean the Lessor's development at Harbour Exchange
Millwall Inner Dock London as the same as for identification
purposes edged red on Plan B or some part thereof or
extension thereof
"First shall mean the 31 December following the date hereof
Anniversary"
"Floor" means the ninth floor of the Building shown edged blue on
Plan C
"Harbour Island shall mean the structure erected by the Lessor under that
Car Park 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 21 October 1991 made between
Charter Group Limited (now known as Globe Trust Limited)
and the Company relating to the provision of certain
services to the Development Area
2
"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 and (where the context so admits)
"Insured Risks" shall include any one or all of such Insured
Risks
"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 successors in title assignees and 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
3
deriving title through the Lessor and shall (where
appropriate) include the Superior Lessor
"Lessor's shall mean any person employed by the Lessor for any
Surveyor" 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 shall mean net internal area calculated in accordance
Area" 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
"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
4
the Planning (Consequential Provisions) Act 1990 and any
other legislation relating to the use development or
[ILLEGIBLE] 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
shall mean Suite 9.03 on the ninth floor of the
[ILLEGIBLE] Building more particularly described in the First
Schedule hereto
[ILLEGIBLE] shall mean the rent first reserved by this Lease as
specified in paragraph 4 of the Particulars and as
increased from time to time in accordance with Clause 5
shall mean the services which may be provided to the
[ILLEGIBLE] Building and the Premises detailed in Parts I and II of
the Fifth Schedule hereto
shall mean the service charge to be paid to the Lessor
[ILLEGIBLE] by the Lessee pursuant to the Lessee's covenants
contained in Clause 6 hereof
shall mean a lease dated 21 October 1991 and a lease
[ILLEGIBLE] dated 16 May 1995 both made between the London Docklands
Development
5
Corporation (1) and Globe Trust Limited (2) and two
underleases dated 10 August 1995 made between Globe
Trust Limited (1) the Company (2) and the Lessor 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 6 of the Particulars which were
applicable shall include the period of any holding over
or any extension or continuance thereof by statute or at
common law
"Termination shall mean the date of expiration or sooner
Date" 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
6
and facilities now or at any time during the Term
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 context 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
7
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 [XXX] other like
taxes levies charges and duties whether payable [XXX] or at any time in the
future
1.9 The expression "excluded assignment" "authorised guarantee
agreement" and "collateral agreement" have in relation to this Lease the
meanings specified in Sections 11(1) 16 and 28(1) of the Landlord and Tenant
(Covenants) Act 1995
1.10 References to obligations of the Lessee in this Lease include
obligations of the Lessee in any document entered into pursuant to this Lease
and in any collateral agreement
1.11 The details expressions and descriptions appearing in the
Particulars shall be included in and form part of this Lease
1.12 References to Schedules are to Schedules in this Lease
1.13 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
DEMISE PARCELS AND RENT
2. 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:
8
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 execution
of this Lease for the period from the 19 October 1996 to the 25 December 1996
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
9
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
LESSEE'S COVENANTS
3. THE Lessee covenants with the Lessor that throughout the Term the
Lessee will:
PAY RENTS
3.1 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)
PAY OUTGOINGS
3.2.1 Pay and indemnify the Lessor on demand against all existing and
future rates taxes duties charges burdens assessments impositions and
outgoings whatsoever (in this sub-
10
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 and (if required by the Landlord) a sum reasonably
estimated by the Landlord to cover the future liability of the Lessee for all
such charges incurred and payable in relation to the Premises 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
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)
11
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 Lessee 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:
3.3.1.1 The amount of any Value Added Tax which may be chargeable in respect
of such supply to the Lessee
3.3.1.2 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
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
12
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
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 an underlessee licensee visitor or
by any person under their control the Lessee will forthwith pay to the Lessor
the amount so refused
13
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 exclusively
serving the same 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
INTERNAL REDECORATION
3.6 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)
14
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
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)
3.7.2 In addition replace all carpets and floor coverings in the Premises
as often as reasonably necessary
INSPECTION
3.8 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
15
sixty days after every such notice or sooner if requisite Lessee shall repair
and make good the same according to notice and the covenants in that behalf
herein contained to 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 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
16
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 Superior Lessor or
doing anything which may be necessary to prevent a forfeiture of the Superior
Lease
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
17
determined) and such other covenants as the Lessor may reasonably require
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 neighborhood
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 instal 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
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
18
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 7 of the Particulars
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 Area or those parts of the
Building not let or intended to be let or any part thereof
REGULATIONS
3.12 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
19
COMPLIANCE WITH STATUTORY ENACTMENTS
3.13.1 At all times at the Lessee's own expense observe [XX] comply in all
respects with the provisions and requirements [XX] any and every (enactment
(which expression in this covenant includes as well any and every Act of
Parliament already hereafter to be passed as any and every notice direction
ord [XX]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 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
20
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 arrangement 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 cost 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 works 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
ALIENATION
3.14 Not to assign charge underlet hold or trust for another or otherwise
part with or share possession or occupation of or suffer any other person to
occupy or have an interest in the whole or any part of the Premises nor hold
or occupy the Premises as nominee trustee or agent or otherwise for the
benefit of any other person save by way of an assignment or underletting of
the whole of the Premises satisfying the relevant requirements of the Seventh
Schedule
3.14.1 The Lessee shall not waive or 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)
21
3.14.2 The Lessee shall enforce the covenants on the [ILLEGIBLE] the
underlessee and the terms and conditions contained [ILLEGIBLE] and procure
that the lessee for the time being thereupon complies with the covenants
given or which it should have [ILLEGIBLE] to the Lessor pursuant to Part II
of the Seventh Schedule and document entered into by the Lessee pursuant to
this Lease
3.14.3 Notwithstanding the earlier provisions of this [ILLEGIBLE] 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:
3.14.3.1 no landlord and tenant relationship or other interest in the
Premises at law or in equity is thereby created
3.14.3.2 without prejudice to the generality of Clause 3.1 hereof the Lessee
notifies the Lessor immediately of the identity of such company and the date
of commencement and cessation of their occupation of the Premises
3.14.3.3 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
REGISTRATION
3.15 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 a certified copy
of the deed instrument or other document evidencing or effecting such dealing
or transmission and on each occasion to pay to the Superior
22
or and the Lessor a reasonable registration fee and procure every sub-tenancy
or sub-lease of the Premises or any part of shall contain a similar covenant
by the sub-tenants or lessee and expressed to be for the benefit of the
Lessee the Lessor and Superior Lessor
INFORMATION
3.16 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
COSTS AND FEES
3.17 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 served 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 including
23
(without limitation) of any advisers instructed by the Law to consider
whether an assignee satisfies the requirements Part I of the Seventh Schedule
and in connection with representations to any independent expert appointed
there and the costs of such expert and his appointment
3.17.4 in respect of the recovery of any arrears of rent any other breach
of covenant (including but not by way limitation any costs of levying
distress or execution)
PLANNING ACTS
3.18 In relation to the Planning Acts:
3.18.1 At all times comply in all respects with the provision and
requirements of the Planning Acts and all licences consent permissions and
conditions (if any) already or hereafter to 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
24
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
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
25
3.18.8.2 any development begun upon the Premises in respect which the Lessor
shall or may be or become liable for any change or levy under the Planning
Acts
3.18.9 If and when called upon so to do produce to the Less[ILLEGIBLE] and
its surveyors and as it may direct all such plans document and other evidence
as the Lessor may reasonably require 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
FIRE FIGHTING EQUIPMENT
3.19 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
NOTICE OF RE-LETTING OR SALE
3.20 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
26
obscure the notice board and permit intending tenants or purchasers at
reasonable times of the day to view the Premises
NOT TO PERMIT ACQUISITION OF EASEMENTS
3.21 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
TO NOTIFY LESSOR
3.22 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
INDEMNITY
3.23 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:
27
3.23.1 any breach or non-observance of the Lessee's covenant 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 or
their respective agents employees invitees [or] licensees
NEW SURETY OR GUARANTOR
3.24 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 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
PLEDGING CHATTELS AS SECURITY
3.25 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
28
PERFORM AND OBSERVE COVENANTS
3.26 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 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 insofar as they
relate to and affect the Premises
AIR-CONDITIONING
3.27 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
YIELD UP
3.28 On or by the Termination Date:
3.28.1 (save to the extent that the Lessor otherwise directs in writing)
remove any additions and alterations made to the Premises and any
advertisements or signs erected on or near the
29
Premises making good to the satisfaction of the Lessor all damages caused by
any such removal and the removal of lessee's fixtures
3.28.2 yield up the Premises to the Lessor together with (save as directed
by the Lessor pursuant to Clause 3.28.1) 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
LESSOR'S COVENANTS
4. THE Lessor HEREBY COVENANTS with the Lessee that throughout the
Term the Lessor will:
QUIET ENJOYMENT
4.1 Afford the Lessee quiet enjoyment of the Premises as against the
Lessor and all persons entitled through the Lessor
THE SUPERIOR LEASE
4.2 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 said Superior Lease
LESSOR'S INSURANCE COVENANT
4.3 Subject to the Lessee paying the whole or the appropriate
proportion of the premium as provided in this Lease insure the Building in
the name of the Lessor 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
30
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
4.3.2 If the Premises are destroyed or so seriously damaged by any
Insured Risk as to require (in 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
31
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
PROVISION OF SERVICES
4.4 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 1 October in each
year and ending on the 30 April in the following year and at such other times
as the Lessor may decide of reasonable
32
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:
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
33
proviso shall also include any adjustment in the services which may
previously have been made pursuant to the same
RENT REVIEW
DEFINITIONS
5.1 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
paragraph 8 of 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
"Open Market Rent" shall mean the yearly rent without any deduction
whatever at which the Premises could reasonably
be expected to be let in
34
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
35
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
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 any 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
PAYMENT OF NEW RENT
5.2 The New Rent shall be payable from and including each Review Date
36
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 to 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
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
37
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)
ARREARS AND INTEREST
5.4 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
RENT REVIEW MEMORANDUM
5.5 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
BINDING NATURE OF SURVEYOR'S DETERMINATION
5.6 If the Surveyor is acting as an expert valuer his determination of the
New Rent shall be final and binding on the parties
38
STATUTORY OBLIGATIONS
5.7 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
TIME
5.8 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
RIGHTS OF OTHERS
5.9 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
SERVICE CHARGE PAYMENT
AMOUNT PAYABLE
6.1 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:
6.1.1 (in the case of the Services detailed in Part I of the Fifth
Schedule) such fair and reasonable proportion of the total yearly cost of
the Services attributable to the Premises as shall be determined by the
Lessor (whose determination shall be binding) from time to time and
39
6.1.2 (in the case of the Services detailed in Part II of the Fifth
Schedule) such fair and reasonable proportion of the total yearly cost of the
Services attributable to the Floor as shall be determined by the Lessor
(whose determination shall be binding) from time to time including the
management and administrative costs (including professional fees properly and
reasonably incurred by the Lessor) in carrying out and supervising down to
the 31 day of December in each year of the Term
PAYMENT ON ACCOUNT
6.2 On the date hereof the Lessee shall pay on account of the Service
Charge from 19 October 1996 down to the First Anniversary the Initial Service
Charge at the rate specified in paragraph 6 of the Particulars and
thereafter the Lessee shall pay such sums on account of the Service Charge as
hereinafter provided
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
6.3.2 During the course of each calendar year of the Term the Lessor may
from time to time review the said payments on account for that calendar year
so as to take into account any actual or
40
anticipated increase in any item of expenditure so as to keep to a minimum
any possible disparity between the said payments on account and the Service
Charge and if such revision shall be made the Lessor shall as soon as
practicable thereafter certify to the Lessee the said revised payment
6.3.3 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
6.3.4 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
6.3.5 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
6.3.6 The Lessor shall use all reasonable endeavors to keep a proper
account (with vouchers so far as reasonably possible)
41
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
NO DISPUTE
6.4 Without prejudice to the preceding provisions of this Clause 6 the
Lessee shall not question any item of expenditure hereunder on the ground
that it need not have been incurred on the ground that it need not have been
incurred in a particular calendar year or could have been provided more
economically
MISCELLANEOUS
7. THE following conditions shall apply:
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
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
42
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
RENT ABATEMENT
7.2 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 of 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
43
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 to 1979 and the fees of such arbitrator to be in his
award but otherwise shall be shared equally between the Lessor and the Lessee
EXCLUSION OF LIABILITY
7.3.1 Notwithstanding anything contained in this Lease this 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 occasioned or
suffered to or by any such person or to be 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
44
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
NOTICES
7.4 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 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
45
SECTION 37 LTA
7.5 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
EASEMENTS AND RIGHTS ENJOYED IN COMMON
7.6 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
46
INTEREST ON OVERDUE MONIES
7.7 If any monies due hereunder are unpaid for fourteen days after the
date on which they are payable of 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 judgement) calculated on a day-to-day basis from the date upon
which the same became payable down to the date of actual receipt
LESSOR'S POWER OF DEALING
7.8 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
47
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 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
REGULATIONS
7.9 Without prejudice to the Lessee's right 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
PERMITTING AND SUFFERING
7.10 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
48
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
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
LESSOR AS LESSEE'S AGENT
7.12 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
49
DISTRESS
7.13 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
SET-OFFS
7.14 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
7.15 The Lessee's option to determine if the Lessee wishes to determine
this Lease on 25 December 2001 it shall give the Lessor not less than twelve
months written notice thereof expiring on 25 December 2001 then providing
always that it has paid the rent and observed the covenants on its part
contained herein and on the said 24 December 2001 vacant possession of the
Premises is given to the Lessor upon 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 hereunder
RELEASE OF LESSOR
7.16 Each of the Lessee and its successors in title hereby releases each
person now or hereafter included in or comprising the landlord from liability
for any breach of the Lessor's obligations in this Lease or any collateral
agreement occurring while that person is not the Lessee's immediate Lessor
50
LESSEE'S OPTION TO DETERMINE
7.17 If the Lessee wishes to determine this Lease on the 25 December
2001 then providing always that it has paid the rents reserved hereunder for
and on behalf of Dockways Limited up to that date and has given the Lessor
not less than six months prior written notice of its intention to determine
to expire no later than 25 December 2001 and provided that on such date the
Lessee hands back to the Lessor the Premises with vacant possession then 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 hereunder
GOVERNING LAW AND JURISDICTION
7.18 This Lease shall be governed by and construed in accordance with
the laws of England and Wales
7.18.1 The parties hereto (which expression in this Clause includes their
respective successors in title and in the case of an individual his personal
representatives) hereby confer jurisdiction on the High Court of Justice of
England and Wales (hereinafter called "the High Court") to settle all
disputes which may arise in relation to this Lease or the Premises (other
than any which under the terms hereof are to be submitted for determination
to arbitration or to an independent expert or other person but including
where possible any appeal from the determination of any dispute so submitted)
7.18.2 In accordance with Article 17 thereof Clause 7.18.1 does not apply
to any:
51
7.18.2.1 any dispute which is or proceedings which (if instituted) would be
subject to exclusive jurisdiction under Article 16 of the 1968 Convention as
defined in the civil Jurisdiction and Judgments Act 1982 (hereinafter called
"the 1982 Act") or (when Section 3A of the 1982 Act is brought into force)
the Lugano Convention (as defined in the 1982 Act) as (in both cases) from
time to time amended and in force in England and Wales
7.18.2.2 any other dispute or proceedings in relation to which the parties
shall be otherwise prohibited by the laws of England and Wales from
conferring jurisdiction on the High Court
SURETY
8. THE Surety (if any) covenants and agrees with the Lessor in the
terms set out in the Sixth Schedule
IN WITNESS whereof this Deed and a Counterpart of it have been executed by
the parties and were delivered on the date appearing as the date of this Deed
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
3816 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)
52
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 nonstructural 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
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:
53
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
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 [ILLEGIBLE] Superior Lessor
shall provide
54
alternative means of access to the Building not materially less convenient
than the existing road
2. The right in common with the Lessor and its tenants and occupiers
of the Building to pass and repass on foot only over and along the entrance
halls staircases landings and corridors 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 Premises 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
55
6. The right of support protection and shelter from the Building as
now enjoyed
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
ventilation 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 case of such
rights the person exercising such right causing as little damage as is
reasonable and making good as soon
56
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
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
57
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 November 1982 and made
between the Superior Lessor (1) and the Port of London Authority (2)
2. The provisions of a Transfer Deed dated 4 November 1982 made
between the Port of London Authority (1) and the Superior Lessor (2)
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 equipment or the Building adjoining premises of the Lessor and the
Superior Lessor [ILLEGIBLE] of the premises adjoining or near the Development
Area
58
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
59
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 speaker 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 instal any curtains blinds or screens at or
over any transparent or translucent parts of exterior walls bounding the
Premises
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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
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
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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 workmen 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
Building or any part of it and in particular but without limiting the
generality of the foregoing:
1.6.1 employer's liability and
1.6.2 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
62
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 fitting designed to prevent or
limit vandalism)
1.12 The cost of the upkeep of and tending and stocking of:
1.12.1 any landscaping in the Building and of the forecourts
roadways/pathways and open areas within the Building
1.12.2 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:
1.14.1 in the parts of the Building not let or intended to be let
1.14.2 by persons employed by the Lessor in or about the provision of the
services
1.15 The cost of providing maintaining and when 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
64
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 by Act of Parliament or otherwise to
pay or may at his absolute discretion deem 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 proper performance of their duties
1.22 The rent rates telephone charges gas electricity and other
incidental expenses of:
65
1.22.1 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
1.22.2 any accommodation provided for vehicles parts equipment and
other things employed in common 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 used in 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
66
2. The service charge payable under Clause 3 of the HEMCO Deed or
under Clause 6 of the two underleases dated 10 August 1995 and made between
Globe Trust Limited (1) the Company (2) and the Lessor (3)
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 purpose and of recovering service charges
and payments from such tenants
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
67
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 Lessee 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
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
68
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 1 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
SIXTH SCHEDULE
(Covenants and Agreements by the Surety)
1. The Surety covenants with the Lessor as a primary obligation:
1.1 that the Lessee and the Surety shall until this Lease is assigned
by an assignment which is not an excluded assignment 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
69
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 that it will enter into the guarantee required under paragraph 2 of
Part I of the Seventh Schedule
1.3 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 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
1.4 that if a liquidator or trustee in bankruptcy of the Lessee or the
Treasury Solicitor or any other competent person shall disclaim or surrender
this Lease or this Lease shall be forfeited or the Lessee shall die or cease
to exist (referred to in this Schedule as "the Relevant Event") then the
Surety shall (if the Lessor by notice in writing given to the surety within
six months after becoming aware of the Relevant Event 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 date of the Relevant Event 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 payable
immediately before the date of the Relevant Event (subject to
70
review on the Review Dates referred to in the Particulars hereof and subject
to the same covenants conditions and provisions as are contained in this
Lease insofar as applicable immediately before the date of the Relevant Event)
1.5 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 all other sums that would have been payable under this Lease in
respect of the period from and including the date of the Relevant Event 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)
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
71
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 the release of any security or guarantee held by the Lessor in
relation to the Lessee's obligations
4.8 any other act omissions matter or thing of any kind by virtue of
which (but for this provision) the Surety would be
72
exonerated either wholly or in part (other than a release under seal given by
the Lessor)
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
SEVENTH SCHEDULE
PART I
(Requirements for an assignment)
APPLICATIONS
1. This Part applies for the purposes of Section 19(1A) of the
Landlord and Tenant Act 1927
AUTHORISED GUARANTEE AGREEMENT
2. Before any assignment of the Premises the Lessee shall enter into
an authorised guarantee agreement with the Lessor with respect to the
performance by the assignee of the Lessee's obligations in this Lease in such
form as the Lessor reasonably requires but in any event containing:
2.1 an obligation to take up a new lease if this Lease is disclaimed
and the Lessor so requires within six months of becoming aware of the
disclaimer and
2.2 provisions preventing the guarantee from being vitiated by:
2.2.1 any neglect or forbearance of the Lessor
2.2.2 any time or indulgence given by the Lessor
2.2.3 any variation of this Lease by the Lessor and the Lessee and
73
2.2.4 the release of any security or guarantee held in relation to such
obligations
GUARANTOR OF ASSIGNOR TO JOIN IN GUARANTEE
3. If the Lessor reasonably so requires the Lessee shall procure that
before any assignment of the Premises any person who is then a guarantor of
the Lessee's obligations in this Lease (other than a person who shall have
previously been the Lessee and its guarantor) joins in the guarantee given
under paragraph 2 as co-guarantor jointly and severally with the Tenant
DISREGARD OF AUTHORISED GUARANTEE AGREEMENT
4. In deciding whether to approve a proposed assignment the Lessor may
disregard:
4.1 its rights under paragraphs 2 and 3 above and Section 16 of the
Landlord and Tenant (Covenants) Act 1995 and
4.2 the fact that the assignor and/or a guarantor would or might give a
guarantee of the assignee's obligations to the Lessor
NO INTRA-GROUP ASSIGNMENTS
5. This Lease shall not be assigned to a person who at the date of the
assignment is a member of the same group as the assignor or any guarantor of
the assignor's obligations in this Lease within the meaning of Section 42 of
the 1954 Act
NO ARREARS
6. The Lessee shall not assign the Premises unless it has paid all
rents and other sums which have fallen due under this Lease before the date
of the assignment
74
PART II
(General Requirements)
1. The Lessee shall not assign underlet or charge part only of the
Premises
2. The Lessee shall 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
3. On the grant of any of underlease the Lessee shall 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
4. Prior to the grant or assignment of any underlease the Lessee shall
procure that the underlessee or assignee covenants direct with the Lessor:
4.1 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) until the underlease is assigned by an assignment which is
not an excluded assignment
4.2 not to assign charge underlet hold on trust for another or
otherwise part with share possession or occupation of or suffer any other
person to occupy the whole or any part of the premises underlet save with the
approval of the Lessor (such approval not to be unreasonably withheld) by way
of an assignment of the whole thereof complying with the provisions of this
75
Schedule mutatis mutandis to a person who has entered into the covenants
required by this paragraph 4
4.3 Prior to the grant of any underlease the Lessee shall 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
5. The Lessee shall procure that any underlease shall contain
covenants by the underlessee with the Lessee that the underlessee will not:
5.1 assign underlet charge or part with or share possession or
occupation of part only of the premises demised by the underlease
5.2 charge underlet or (save by way of an assignment of the whole in
accordance with paragraph 4.2) part with or share possession or occupation of
the whole of the premises demised by the underlease
5.3 assign the whole of the premises demised by the underlease by way
of an assignment complying with the provisions of this Schedule mutatis
mutandis to a person who has entered into the covenants required by paragraph
4 without the prior written consent of the Lessee and the Lessor
6. On the grant of any underlease the Lessee shall:
6.1 not reserve or charge any fine or premium
6.2 charge a yearly rent (payable not less frequently than quarterly in
advance) which shall be the Open Market Rent (as assessed under this Lease)
at the date of such underlease
76
6.3 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
6.4 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
6.5 include a proviso for re-entry on breach of any covenant on the
part of the underlessee
6.6 include such covenants on the part of the underlessee as shall
secure the due performance and observance of the terms
77
and conditions and covenants on the Lessee's part contained in this Lease
(save for payment of rent)
EXECUTED as a Deed by DOCKWAYS )
LIMITED acting by its attorney )
T.J. [ILLEGIBLE] and T.E.F. Sutherland) DOCKWAYS LIMITED
under a Power of Attorney dated 18 )
September 1995 )
by its attorney
/s/ [ILLEGIBLE]
----------------------------------
in the presence of the
undersigned witness:
/s/ [ILLEGIBLE]
21 St George Street
Hanover Square
London W1.
by its attorney
/s/ [ILLEGIBLE]
----------------------------------
in the presence of the
undersigned witness:
/s/ Linda [ILLEGIBLE]
61 Brook Street
London W1
Assistant
78
[FLOOR PLAN]
9th Floor
1 Harbour Exchange
Docklands
[FLOOR PLAN]
[ARCHITECTURAL DRAWING]
PLAN A
[ARCHITECTURAL DRAWING]
PLAN B