1
Exhibit 10.6
ANNEXURE 1
This is the Basement to Level 4 Lease referred to as Annexure 1 to the Agreement
relating to the development and leasing of ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ dated 2
April 1998 and made between JC No. 3 (UK) Limited and Fleet Street Square
Management Limited trading as Fleet Street Partnership (1), ▇▇▇▇▇▇▇ ▇▇▇▇▇
International (2) Restamove Limited (3) The ▇▇▇▇▇▇▇ Sachs Group LP (4) and
Itochu Corporation (5)
/s/[signature]
--------------------------------- ----------------------------------------
For and on behalf of For and on behalf of
▇▇▇▇▇▇▇ ▇▇▇▇▇ INTERNATIONAL JC NO.3 (UK) LIMITED
and
FLEET STREET SQUARE MANAGEMENT LIMITED
trading as FLEET STREET PARTNERSHIP
/s/[signature]
--------------------------------- ----------------------------------------
For and on behalf of For and on behalf of
RESTAMOVE LIMITED ITOCHU CORPORATION
---------------------------------
For and on behalf of
▇▇▇▇▇▇▇ ▇▇▇▇▇ GROUP LP
2
DATED 19
____________________________________
(1) Landlord:
JC NO. 3 (UK) LIMITED AND
FLEET STREET SQUARE MANAGEMENT LIMITED
TRADING AS FLEET STREET PARTNERSHIP
(2) Tenant:
▇▇▇▇▇▇▇ ▇▇▇▇▇ INTERNATIONAL
(3) Guarantor:
THE ▇▇▇▇▇▇▇ SACHS GROUP L.P.
____________________________________
OCCUPATIONAL LEASE
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Basement, Lower Ground, Ground, Upper Ground
and First to Fourth Floors including Part ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
____________________________________
▇▇▇▇▇▇▇▇ CHANCE
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ 4JJ
Tel: ▇▇▇▇-▇▇▇ ▇▇▇▇
Fax: ▇▇▇▇-▇▇▇ ▇▇▇▇
Ref: AMW/C1536/839/RMRM
3
INDEX
CLAUSE PAGE
SECTION 1
DEFINITIONS AND INTERPRETATION
1. DEFINITIONS ........................................................ 1
2. INTERPRETATION ..................................................... 11
SECTION 2
GRANT OF LEASE
3. GRANT, RIGHTS AND OTHER MATTERS .................................... 12
3.1 DEMISE AND TERM ............................................ 12
3.2 EXCEPTIONS AND RESERVATIONS ................................ 12
3.3 RIGHTS ..................................................... 12
3.4 THIRD PARTY RIGHTS ......................................... 12
3.5 NO IMPLIED EASEMENTS ....................................... 12
3.6 COVENANTS AFFECTING REVERSION .............................. 12
3.7 ENCROACHMENTS AND EASEMENTS ................................ 12
3.8 COVENANTS RELATING TO OTHER PROPERTY ....................... 13
3.9 RIGHTS OF ENTRY BY LANDLORD ................................ 13
3.10 TERMS OF ENTRY BY LANDLORD ................................. 13
3.11 LANDLORD'S COVENANTS ....................................... 14
SECTION 3
FINANCIAL PROVISIONS
4. RENTS .............................................................. 14
4.1 TENANT'S OBLIGATION TO PAY ................................. 14
4.2 DATES OF PAYMENT OF PRINCIPAL RENT ......................... 15
4.3 METHOD OF PAYMENT OF PRINCIPAL RENT ........................ 15
4.4 DATES OF PAYMENT OF INSURANCE RENT, ADDITIONAL
RENT AND COMMON EXPENSES ................................... 15
4.5 DATES OF PAYMENT OF SERVICE CHARGE ......................... 15
4.6 NO RIGHT OF SET-OFF ........................................ 15
5. RENT REVIEW ........................................................ 15
5.1 DEFINITIONS ................................................ 15
5.1.1 "OPEN MARKET RENT" ................................. 15
5.1.2 "ASSUMED PREMISES" ................................. 16
5.1.3 "ASSUMPTIONS" ...................................... 16
5.1.4 "DISREGARDED MATTERS" .............................. 17
5.1.5 "REVIEW SURVEYOR" .................................. 18
5.2 RENT REVIEWS ............................................... 19
4
5.3 AGREEMENT OR DETERMINATION OF THE REVIEWED RENT ............ 19
5.4 APPOINTMENT OF REVIEW SURVEYOR ............................. 19
5.5 FUNCTIONS OF REVIEW SURVEYOR ............................... 19
5.6 APPOINTMENT OF NEW REVIEW SURVEYOR ......................... 19
5.7 INTERIM PAYMENTS PENDING DETERMINATION ..................... 20
5.8 RENT RESTRICTIONS .......................................... 20
5.9 MEMORANDA OF REVIEWED RENT ................................. 20
5.10 TIME NOT OF THE ESSENCE .................................... 21
6. INTEREST ........................................................... 21
6.1 INTEREST ON LATE PAYMENTS .................................. 21
7. OUTGOINGS .......................................................... 21
7.1 TENANT'S OBLIGATION TO PAY ................................. 21
7.2 CONTESTS AND APPEALS ....................................... 22
7.3 COSTS OF UTILITIES, ETC .................................... 22
8. VALUE ADDED TAX .................................................... 22
8.1 DEFINITIONS ................................................ 22
8.2 SUMS EXCLUSIVE OF VAT ...................................... 22
8.3 PAYMENT OF VAT ............................................. 23
8.4 REPAYMENT OF AMOUNTS ....................................... 23
8.5 VAT INCURRED BY LANDLORD ................................... 23
9. LANDLORD'S COSTS ................................................... 24
SECTION 4
REPAIRS, ALTERATIONS AND SIGNS
10. REPAIRS, DECORATION ETC ............................................ 24
10.1 REPAIRS .................................................... 24
10.2 DAMAGE BY THE INSURED RISKS ................................ 25
10.3 DECORATIONS ................................................ 25
10.4 PLANT AND MACHINERY ........................................ 25
10.5 PLANNED MAINTENANCE ........................................ 26
10.6 CLEANING ................................................... 26
10.7 CARPETING AND FLOOR COVERINGS .............................. 26
11. YIELD UP ........................................................... 26
11.1 REINSTATEMENT OF PREMISES .................................. 26
11.2 YIELDING UP IN GOOD REPAIR ................................. 27
12. COMPLIANCE WITH NOTICES ............................................ 27
12.1 TENANT TO REMEDY BREACHES OF COVENANT ...................... 27
12.2 FAILURE OF TENANT TO REPAIR ................................ 28
5
13. ALTERATIONS ........................................................ 28
13.1 NO STRUCTURAL ALTERATIONS .................................. 28
13.2 NO ALTERATIONS TO LANDLORD'S FIXTURES ...................... 28
13.3 NON-STRUCTURAL ALTERATIONS ................................. 28
13.4 DEMOUNTABLE PARTITIONING ................................... 28
13.5 COVENANTS BY TENANT ........................................ 29
14. SIGNS AND ADVERTISEMENTS ........................................... 29
SECTION 5
USE
15. USE OF PREMISES .................................................... 29
15.1 PERMITTED USE .............................................. 29
15.2 TENANT NOT TO LEAVE PREMISES UNOCCUPIED .................... 29
15.3 DETAILS OF KEYHOLDERS ...................................... 29
16. USE RESTRICTIONS AND REGULATIONS ................................... 30
17. EXCLUSION OF WARRANTY AS TO USER ................................... 30
17.1 NO WARRANTY BY LANDLORD .................................... 30
17.2 TENANT'S ACKNOWLEDGEMENT ................................... 30
17.3 TENANT TO REMAIN BOUND ..................................... 30
SECTION 6
DISPOSALS ............................. 30
18. GENERAL RESTRICTIONS ............................................... 30
18.1 ALIENATION GENERALLY ....................................... 30
18.2 SHARING WITH A GROUP COMPANY ............................... 31
18.3 DIPLOMATIC IMMUNITY ........................................ 31
19. ASSIGNMENT OF WHOLE ................................................ 31
19.1 PROHIBITION ON ASSIGNMENT .................................. 31
19.2 CIRCUMSTANCES IN WHICH ASSIGNMENT NOT ALLOWED .............. 32
19.3 CONDITIONS FOR ASSIGNMENT .................................. 33
19.4 AUTHORISED GUARANTEE AGREEMENT ............................. 33
19.5 CONSENT FOR ASSIGNMENT ..................................... 34
20. UNDERLETTING ........................................................ 34
20.1 SUBLETTING UNIT ............................................ 34
20.2 UNDERLETTING OF PART ....................................... 35
20.3 UNDERLETTING OF THE WHOLE .................................. 36
20.4 UNDERLETTING RENT .......................................... 36
20.5 DIRECT COVENANTS FROM UNDERTENANT .......................... 36
20.6 CONTENTS OF UNDERLEASE ..................................... 37
20.7 TENANT TO OBTAIN LANDLORD'S CONSENT ........................ 39
6
20.8 REVIEW OF UNDERLEASE RENT .................................. 39
20.9 NO VARIATION OF TERMS ...................................... 39
20.10 NO REDUCTION IN RENT ....................................... 39
20.11 COVENANTS BY ASSIGNEE AND ASSIGNOR OF UNDERLEASE ........... 39
21. MORTGAGING AND CHARGING ............................................ 40
22. REGISTRATION OF DISPOSITIONS ....................................... 40
SECTION 7
LEGAL REQUIREMENTS
23. STATUTORY REQUIREMENTS ............................................. 40
23.1 TENANT TO COMPLY WITH STATUTES ............................. 40
23.2 TENANT TO EXECUTE NECESSARY WORKS .......................... 41
24. PLANNING ACTS ...................................................... 41
24.1 TENANT'S OBLIGATION TO COMPLY .............................. 41
24.2 NO APPLICATION FOR PLANNING PERMISSION WITHOUT CONSENT ..... 41
24.3 TENANT TO OBTAIN ALL PERMISSIONS ........................... 41
24.4 TENANT TO PAY PLANNING CHARGES ............................. 41
24.5 NO IMPLEMENTATION OF PERMISSION WITHOUT APPROVAL ........... 41
24.6 TENANT TO CARRY OUT WORKS BEFORE END OF TERM ............... 42
24.7 PLANS, ETC., TO BE PRODUCED ................................ 42
24.8 PLANNING CONDITIONS ........................................ 42
24.9 PLANNING REFUSAL ........................................... 42
25. STATUTORY NOTICES .................................................. 43
26. FIRE PRECAUTIONS AND EQUIPMENT ..................................... 43
26.1 COMPLIANCE WITH REQUIREMENTS ............................... 43
26.2 FIRE FIGHTING APPLIANCES TO BE SUPPLIED .................... 43
26.3 ACCESS TO BE KEPT CLEAR .................................... 43
27. DEFECTIVE PREMISES ................................................. 44
SECTION 8
INSURANCE
28. INSURANCE PROVISIONS ............................................... 44
28.1 LANDLORD TO INSURE ......................................... 44
28.2 COMMISSIONS AND RESTRICTION ON TENANT INSURING ............. 45
28.3 FULL REINSTATEMENT COST .................................... 45
28.4 LANDLORD'S FIXTURES ........................................ 45
28.5 LANDLORD TO PRODUCE EVIDENCE OF INSURANCE .................. 45
28.6 INSURANCE VALUATIONS ....................................... 45
28.7 DAMAGE TO THE BUILDING ..................................... 46
7
28.8 OPTION TO DETERMINE ........................................ 46
28.9 WHERE REINSTATEMENT IS PREVENTED ........................... 47
28.10 ALLOCATION OF INSURANCE MONIES ............................. 47
28.11 PAYMENT OF INSURANCE MONEY REFUSED ......................... 48
28.12 SUSPENSION OF RENT PAYMENTS ................................ 48
28.13 BENEFIT OF OTHER INSURANCES ................................ 48
28.14 INSURANCE BECOMING VOID .................................... 48
28.15 REQUIREMENTS OF INSURERS ................................... 49
28.16 NOTICE BY TENANT ........................................... 49
28.17 NOTING OF TENANT'S INTEREST ................................ 49
SECTION 9
DEFAULT OF TENANT AND RIGHTS OF RE-ENTRY
29. DEFAULT OF TENANT .................................................. 49
29.1 RE-ENTRY ................................................... 49
29.2 EVENTS OF DEFAULT .......................................... 49
SECTION 10
LANDLORD'S SERVICES AND SERVICES CHARGE
30. LANDLORD'S SERVICES ................................................ 51
30.1 PROVISION OF SERVICES ...................................... 51
30.2 VARIATION OF SERVICES ...................................... 53
30.3 FAILURE BY LANDLORD TO PROVIDE SERVICES .................... 54
30.4 EXCLUSION OF LANDLORD'S LIABILITY .......................... 54
30.5 EXCLUSION OF LANDLORD'S LIABILITY FOR CONDUITS ............. 54
30.6 BUSINESS HOURS ............................................. 54
31. SERVICE CHARGE ..................................................... 54
31.1 DEFINITIONS ................................................ 54
31.2 ACCOUNT OF EXPENDITURE ..................................... 56
31.3 ADVANCE PAYMENT ............................................ 56
31.4 BALANCING PAYMENT .......................................... 57
31.5 OMISSIONS .................................................. 57
31.6 ALTERATION OF SERVICE CHARGE PERCENTAGE .................... 57
31.7 CONTINUING APPLICATION OF PROVISIONS ....................... 58
31.8 RETAIL UNIT ................................................ 58
31.9 DISPUTES ................................................... 58
SECTION 11
MISCELLANEOUS
32. QUIET ENJOYMENT .................................................... 58
33. RELETTING NOTICES .................................................. 58
8
34. DISCLOSURE OF INFORMATION .......................................... 59
35. INDEMNITY .......................................................... 59
36. REPRESENTATIONS .................................................... 59
37. EFFECT OF WAIVER ................................................... 59
38. NOTICES ............................................................ 60
38.1 NOTICES TO TENANT OR GUARANTOR ............................. 60
38.2 NOTICES TO LANDLORD ........................................ 60
39. APPLICABLE LAW AND JURISDICTION .................................... 60
40. INVALIDITY OF CERTAIN PROVISIONS ................................... 60
41. GUARANTOR'S COVENANTS .............................................. 60
42. NEW TENANCY ........................................................ 61
43. TENANT'S OPTION TO DETERMINE ....................................... 61
44. RETAIL UNIT ........................................................ 61
45. SIGNAGE ON THE BUILDING ............................................ 63
46. RETAIL UNIT OPAQUE COVERING ........................................ 63
SCHEDULE 1
EXCEPTIONS AND RESERVATIONS ............................................... 64
SCHEDULE 2
RIGHTS GRANTED ............................................................ 66
SCHEDULE 3
USE RESTRICTIONS .......................................................... 69
SCHEDULE 4
COVENANTS BY GUARANTOR .................................................... 71
SCHEDULE 5
AUTHORISED GUARANTEE AGREEMENT TO BE GIVEN BY
TENANT/UNDERTENANT PURSUANT TO CLAUSES 19.4 AND 20.12.2 ................... 75
SCHEDULE 6
DEEDS AND DOCUMENTS CONTAINING MATTERS
TO WHICH THE PREMISES ARE SUBJECT ......................................... 86
9
SCHEDULE 7
ITEMS OF EXPENDITURE AS REFERRED TO IN CLAUSE 31 .......................... 87
10
THIS LEASE is made on the day of 19
BETWEEN:-
(1) JC NO. 3 (UK) LIMITED and FLEET STREET SQUARE MANAGEMENT LIMITED TRADING
as FLEET STREET PARTNERSHIP, both of ▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (the
"Landlord");
(2) ▇▇▇▇▇▇▇ ▇▇▇▇▇ INTERNATIONAL (Company registration number 2263951) whose
registered office is at ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ (the "Original Tenant"); and
(3) THE ▇▇▇▇▇▇▇ SACHS GROUP, L.P. of ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇ (the "Guarantor")
NOW THIS DEED WITNESSES as follows:-
It is hereby recorded that this Lease was not granted in pursuance of either an
agreement, option or right of pre-emption entered into before 1 January 1996
(the date of the coming into force of the Landlord and Tenant (Covenants) Act
1995) or an order of a Court made before that date, and accordingly this Lease
constitutes a new tenancy for the purposes of the Landlord and Tenant
(Covenants) ▇▇▇ ▇▇▇▇.
SECTION 1
DEFINITIONS AND INTERPRETATION
1. DEFINITIONS
In this Lease, unless the context requires otherwise, the following
expressions shall have the following meanings:-
1.1 "1927 ACT" means the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ as amended prior to
(but not after) the date of this Lease;
1.2 "1995 ACT" means the Landlord and Tenant (Covenants) ▇▇▇ ▇▇▇▇;
1.3 "ADDITIONAL RENT" means all sums referred to in clause 6, and all sums
which are recoverable as rent in arrear or stated in this Lease to be due
to the Landlord;
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1.4 "ADJOINING PROPERTY" means any land and/or buildings adjoining or
neighbouring the Premises;
1.5 "AFFILIATE" of any specified person means any other person directly or
indirectly controlled or controlled by or under common control with such
specified person (for the purposes of this paragraph `control' (including
`control by' or under `common control with') shall mean the power to
direct management and policies directly or indirectly whether through the
ownership of voting securities or equity interests by contract or
otherwise);
1.6 "AGREEMENT FOR LEASE" means the agreement for lease dated [ o ] made
between (1) JC No. 3 (UK) Limited and Fleet Street Square Management
Limited trading as Fleet Street Partnership, (2) ▇▇▇▇▇▇▇ ▇▇▇▇▇
International, (3) Restamove Limited, (4) The ▇▇▇▇▇▇▇ Sachs Group L.P.,
(5) Itochu Corporation;
1.7 "APPLICATION TO ASSIGN" means an application made by the Tenant to assign
this Lease pursuant to clause 19;
1.8 "ASSOCIATED COMPANY" means a company corporation or partnership which is
a subsidiary or Affiliate of another and a company corporation or
partnership shall be taken to be associated if both are subsidiaries or
Affiliates of a third company corporation or partnership;
1.9 "ATRIUM" means the atrium shown outlined and hatched in purple on the
Lease plans;
1.10 "BASE BUILDING SYSTEMS" means the mechanical, electrical, sanitary,
heating, ventilating, life safety, air conditioning, fire or other
systems in the Building;
1.11 "BASE RATE" means the base rate for the time being of Barclays Bank PLC
or some other London clearing bank nominated from time to time by the
Landlord or, in the event of base rate being abolished, such other
comparable rate of interest as the Landlord shall reasonably specify;
1.12 "BUILDING" means the land situated at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
together with the building erected on it or on part of it and known as
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ and for the purpose of identification only shown edged
red on Plan 1 as the same are registered at H.M. Land Registry under
title number NGL 729721 and each and every part of the land and building,
including:-
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(a) any Conduits in, on, under or over and exclusively serving them,
except those of any utility company;
(b) all landlord's fixtures, fittings, plant, machinery, apparatus and
equipment now or after the date of this Lease in or upon the same
including (without limitation) any lifts, lift shafts and lift
machinery, any boilers and central heating and air conditioning
plant, any sprinklers and the water and sanitary apparatus; and
(c) any additions, alterations and improvements;
1.13 "BUSINESS HOURS" means the usual business or working hours of the
Building which shall be 7.30 a.m. to 7.30 p.m. on Mondays to Fridays
(inclusive) (excluding Christmas Day, Good Friday and all usual bank or
public holidays) and such additional hours as the Landlord may, from time
to time, reasonably determine having regard to the interests of the
tenants and occupiers of the Building;
1.14 "COMMON PARTS" means any entrance halls, corridors, passages, lobbies,
atria, landings, staircases, lifts, lavatories, pedestrian ways,
courtyards, forecourts, risers, car parks, service areas and loading bays
and any other amenities in, or forming part of, the Building which are
intended for common use by the tenants and occupiers of the Building and
all persons expressly or by implication authorised by them but excluding
the Lettable Areas;
1.15 "CONDUITS" means all drains, pipes, gullies, gutters, sewers,
watercourses, ducts, mains, channels, subways, wires, cables, conduits,
trunking, ducting, flues, boilers pumps and other plant and equipment for
the provision of water gas electricity telephone communications heating
cooling ventilation sprinkler systems fire alarm systems and other
services and any other conducting media of whatsoever nature now or
during the Term laid or constructed in through over or under the
Building;
1.16 "CURRENT TENANT" means the person or persons in whom this Lease is vested
at the date of the relevant Application to Assign;
1.17 "DAILY EXPRESS BUILDING" means that part of the Premises edged and
hatched yellow on the lease plans.
1.18 "DECORATION YEAR" means the year ending [o Note: this will be the date
five years from Shell & Core Completion] and every subsequent fifth year
after that date;
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1.19 "DEVELOPMENT" means development as defined in section 55 of the Town and
Country Planning ▇▇▇ ▇▇▇▇;
1.20 "FORCE MAJEURE" means any of fire, ▇▇▇▇▇, ▇▇▇▇▇▇▇, other extreme adverse
weather conditions, war, hostilities, rebellion, revolution,
insurrection, military or usurped power, civil war, national strikes,
riot, terrorist action, commotion, disorder, decree of government, non
availability of labour, materials or equipment (to the extent the same
are not readily obtainable elsewhere) and (without prejudice to the
generality of the foregoing) any other cause or circumstances which are
beyond the Landlord's reasonable control and which adversely affects the
performance by the Landlord or anyone acting on its behalf of the terms
and provisions of this Lease
Provided that each and every such cause or circumstance shall only count
to the extent that it:-
(i) adversely affects the performance of the Landlord or anyone acting
on its behalf in relation to the terms and provisions of this
Lease; and
(ii) cannot reasonably be avoided or provided against by the Landlord
without any undue cost; and
(iii) is not due to the wilful or deliberate act default or negligent
act or omission of the Landlord;
1.21 "GROUP COMPANY" means any company within the same group of companies as
the Tenant as set out below:-
(i) Any two companies shall be taken to be members of a group if one
is the subsidiary of the other or both are subsidiaries of a third
company;
(ii) In determining whether any company is a subsidiary of another
company the word subsidiary bears the meaning assigned to it by
Section 736 of the Companies ▇▇▇ ▇▇▇▇ as originally enacted;
(iii) In determining whether any corporation (which shall be construed
in accordance with Section 740 of the Companies ▇▇▇ ▇▇▇▇ as
originally enacted) is a subsidiary of another corporation or of a
company or whether any company is a subsidiary of a corporation
the word subsidiary bears the meaning assigned to it by section
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14
736 of the Companies ▇▇▇ ▇▇▇▇ as originally enacted but modified
only so that 'company' includes 'corporation' for this purpose;
(iv) A partnership (which shall be construed as including a partnership
under the laws of the United Kingdom or elsewhere) shall be taken
to be a subsidiary of another partnership or of a company or
corporation if that other partnership or company or corporation is
entitled to more than one half of the assets or more than one half
of the income of the first mentioned partnership;
(v) A company or corporation shall be deemed to be a subsidiary of a
partnership if that partnership controls the composition of the
board of directors of the company or corporation or holds more
than half in nominal value of the issued equity share capital of
the company or corporation;
1.22 "GUARANTOR" means the party (if any) named as 'Guarantor' in this Lease
and includes the person from time to time guaranteeing the obligations of
the Tenant under this Lease and, in the case of an individual, includes
his personal representatives;
1.23 "INITIAL RENT" means the sum of [ o ] pounds sterling (pound o ) per
annum exclusive;
[NOTE: TO BE INSERTED ONCE FLOOR AREAS AGREED AND INDIVIDUAL LEASES
CREATED]
1.24 "INSURANCE RENT" means:-
(a) a due proportion (to be fairly and properly determined by the
Landlord or the Surveyor) of the sums which the Landlord pays from
time to time for insuring the Building against the Insured Risks
pursuant to clause 28.1.1 and the other items referred to in
clause 28.1.3 and 28.1.4 all at such competitive rates as are
reasonably obtainable in the London insurance market;
(b) all sums which the Landlord pays from time to time for insuring
against loss of the Principal Rent and the Service Charge pursuant
to clause 28.1.2;
1.25 "INSURED RISKS" means (to the extent that any of the same are insurable
in the London insurance market) fire, ▇▇▇▇▇, ▇▇▇▇▇▇▇, flood, earthquake,
lightning, explosion, impact, aircraft (other than hostile aircraft) and
other aerial devices and articles dropped from them, riot, civil
commotion and malicious damage including damage resulting from terrorism,
bursting or overflowing of water tanks, apparatus or pipes, and such
other risks as the Landlord may, in its discretion from time to time,
determine, subject to such normal
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exclusions, excesses, limitations, terms and conditions as may be
contained in any policy taken out by the Landlord (but not so as to
exclude terrorist risk if cover is available);
1.26 "LANDLORD" means the person for the time being entitled to the reversion
immediately expectant on the determination of the Term;
1.27 "THIS LEASE" means this Lease and any document which is supplemental to
it, whether or not it is expressly stated to be so;
1.28 "LETTABLE AREAS" means those parts of the Building leased or intended to
be leased to occupational tenants;
1.29 "NET INTERNAL AREA" means the total floor area expressed in square feet
measured in accordance with the Code of Measuring Practice published on
behalf of the Royal Institution of Chartered Surveyors and the
Incorporated Society of Valuers and Auctioneers current at the date upon
which reference is made to such Code (ignoring any works carried out by
or on behalf of any tenant or occupier prior to or during the subsistence
of this Lease in existence at the time of such measurement which would
reduce such total floor area);
1.30 "ORDER" means the Town and Country Planning (Use Classes) Order 1987 only
and not any amendment or re-enactment of the Order after the date of this
Lease;
1.31 "ORIGINAL GUARANTOR" means the guarantor (if any) of the Original Tenant;
1.32 "ORIGINAL TENANT" means the Tenant to whom this Lease was first granted;
1.33 "PERMITTED USE" means high class offices within paragraph (a) of Class B1
(Business) of the Order and purposes ancillary to such uses including a
travel agency providing services only to the Tenant, restaurant, fitness
centre, medical centre, sleeping accommodation and franchised food
outlets not open to the public (but excluding offices for a turf
accountancy, pools promoter, estate agency, travel agency, staff agency,
employment agency, job centre and any government department which are in
any case open to the public without appointment and any other use to
which the Landlord may reasonably object on the grounds of good estate
management);
1.34 "PLANS" means the plans annexed to this Lease;
1.35 "PLANNING ACTS" means the Town and Country Planning ▇▇▇ ▇▇▇▇, the
Planning (Listed Buildings and Conservation Areas) ▇▇▇ ▇▇▇▇, the Planning
(Hazardous Substances) Act
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1990, the Planning (Consequential Provisions) ▇▇▇ ▇▇▇▇, the Planning and
Compensation ▇▇▇ ▇▇▇▇ and the Town and Country Planning (Control of
Advertisements) Regulations 1992 and any other town and country planning
or related legislation;
1.36 "PREMISES" means the floors of the Building shown edged red on Plans 2 to
11 including:-
(a) the internal plaster surfaces and finishes of any structural or
load bearing walls and columns in or which enclose them, but not
any other part of such walls and columns;
(b) the entirety of any non-structural or non-load bearing walls and
columns in them;
(c) the inner half (severed medially) of any internal non-load bearing
walls which divide them from any other part of the Building;
(d) the floor finishes of them and all carpets but the lower limit of
the Premises shall not extend to anything below the floor
finishes;
(e) the ceiling finishes of them, including suspended ceilings (if
any) and light fittings but the upper limit of the Premises shall
not extend to anything above the ceiling finishes;
(f) all internal window frames and window furniture and all glass in
the windows and all doors, door furniture and door frames;
(g) all sanitary and hot and cold water apparatus and equipment and
any radiators in them and all fire fighting equipment and hoses in
them;
(h) all Conduits in them and exclusively serving the same, except
those of any utility company;
(i) all landlord's fixtures, fittings, plant, machinery, apparatus and
equipment at any time in or on them and exclusively serving the
same (but not any air conditioning units, sprinklers and ducting
and ancillary plant, machinery, apparatus or equipment); and
(j) any additions, alterations and improvements;
1.37 "PRESCRIBED RATE" means four per cent (4%) per annum above the Base Rate;
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1.38 "PRESIDENT" means the President for the time being of the Royal
Institution of Chartered Surveyors and if the President is unavailable
includes the duly appointed deputy of the President or any person
authorised by the President to make appointments on his behalf;
1.39 "PRINCIPAL RENT" means the rent payable under clause 4.1.1;
1.40 "PROPERTY MANAGEMENT AGREEMENT" means the property management agreement
dated [ o ] entered into between (1) o [FSP] (2) o [▇▇▇▇▇▇▇ ▇▇▇▇▇
Property Management and (3) o [Tenants] relating to ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇;
1.41 "PROPOSED ASSIGNEE" means the person stated in the Application to Assign
as being the person to whom the Tenant wishes to assign this Lease under
clause 19 and, where such Application to Assign states that such person
will be guaranteed by another person (other than the Tenant), includes
the prospective guarantor;
1.42 "PROPOSED ASSIGNMENT" means the proposed assignment of this Lease by the
Current Tenant to the Proposed Assignee described in the Application to
Assign;
1.43 "PROPOSED GUARANTOR" means the person who will guarantee to the Landlord
the obligations of the Proposed Assignee but this expression shall not
include the Current Tenant;
1.44 "REGULATIONS" means the reasonable regulations set out in a manual which
has been made available to the Tenant and which may be updated from time
to time and such substituted or additional reasonable Regulations as the
Landlord may from time to time notify in writing to the Tenant for the
general management oversight and security of the Premises, the Building,
the Common Parts and other areas used or to be used in common with others
provided that if there be a direct inconsistency between the terms of
this Lease and such regulations, the terms of this Lease shall prevail;
1.45 "REINSTATEMENT SCHEDULE" means the schedule annexed and marked Tenant
Reinstatement Obligations;
1.46 "RENT COMMENCEMENT DATE" means [ o to be determined pursuant to Agreement
for Lease];
1.47 "RENTS" means the sums payable by the Tenant under clause 4;
1.48 "RETAIL UNIT" means the area shown hatched ▇▇▇▇▇ on the plans of the
ground and lower ground floor of the Building annexed hereto;
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1.49 "RETAINED PARTS" means all parts of the Building which do not comprise
Lettable Areas, including:-
(a) the Common Parts;
(b) office and residential or other accommodation which may, from time
to time, be reserved in the Building for staff;
(c) any parts of the Building reserved by the Landlord for the housing
of plant, machinery or equipment, or otherwise in connection with,
or required for, the provision of services;
(d) all Conduits in, on, over or under, or exclusively serving the
Building, except any that form part of the Lettable Areas;
(e) the main structure of the Building, including the roof and its
structural parts, the foundations, all external walls, any
internal structural or load bearing walls and columns, the
structural slabs of the ceilings and floors, any party structures,
boundary walls, railings and fences, and all exterior parts of the
Building and any pavements, pavement lights, roads and car parking
areas (if any) which form part of the Building;
1.50 "REVIEW DATE" means [o to be determined pursuant to Agreement for Lease]
and every fifth anniversary of that date during the Term and "RELEVANT
REVIEW DATE" shall be construed accordingly;
1.51 "SERVICE CHARGE" has the meaning given to that expression in clause 31;
1.52 "STRUCTURE" means all structural or load bearing parts of the Building
and includes:-
(a) the foundations including any piles, pile caps and retaining or
membrane walls;
(b) all structural columns, supports and walls (including any atria);
(c) all parts of the roof and exterior of the Building;
(d) the structure of all floors within the Building;
(e) any pavements, pathways or similar areas within the curtilage of
the Building
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but excludes;
(f) the plaster, suspended ceilings or other internal decorative
finishes to such structural parts of the Building;
(g) all doors, window frames and glass (including any patent or double
glazing) in the external walls of the Building.
1.53 "SURVEYOR" means any person appointed by the Landlord to perform the
function of a surveyor or an accountant for any purpose of this Lease and
includes any employee of the Landlord or of a Group Company of the
Landlord appointed for that purpose and any person appointed by the
Landlord to collect the rents or to manage the Building but does not
include the Review Surveyor as defined in clause 5.
1.54 "TENANT" means the party named as "ORIGINAL TENANT" in this Lease and
includes the Tenant's successors in title and assigns and, in the case of
an individual, his personal representatives;
1.55 "TENANT'S WORKS" means the Fit Out Works as defined in the Agreement for
Lease;
1.56 "TERM" means the term of years specified in clause 3.1 and includes the
period of any holding over or any extension or continuation, whether by
statute or common law;
1.57 "TERM COMMENCEMENT DATE" means [0 to be determined pursuant to Agreement
for Lease];
1.58 "UTILITIES" means water, soil, steam, air, electricity, radio,
television, telegraphic, telephone, telecommunications and other services
and supplies of whatsoever nature;
1.59 "VALUE ADDED TAX" means value added tax as defined in the Value Added Tax
▇▇▇ ▇▇▇▇ and any tax of a similar nature substituted for, or levied in
addition to, such value added tax;
1.60 "WORKING DAY" means any day, other than a Saturday or Sunday, on which
clearing banks in the United Kingdom are open to the public for the
transaction of business.
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2. INTERPRETATION
Unless there is something in the subject or context inconsistent with the
same:-
2.1 every covenant by a party comprising more than one person shall be deemed
to be made by such party jointly and severally;
2.2 words importing persons shall include firms, companies and corporations
and vice versa;
2.3 any covenant by any party not to do any act or thing shall include an
obligation not to permit or suffer such act or thing to be done;
2.4 any reference to the right of the Landlord to have access to, enter or
call for information on the Premises shall be construed as extending to
all persons authorised by it, including servants, agents, professional
advisers, contractors, workmen and others;
2.5 any reference to a statute (whether specifically named or not) shall
include any amendment or re-enactment of it for the time being in force,
and all instruments, orders, notices, regulations, directions, bye-laws,
permissions and plans for the time being made, issued or given under it,
or deriving validity from it;
2.6 all agreements and obligations by any party contained in this Lease
(whether or not expressed to be covenants) shall be deemed to be, and
shall be construed as, covenants by such party;
2.7 the words "including" and "include" shall be deemed to be followed by the
words "without limitation";
2.8 the titles or headings appearing in this Lease are for reference only and
shall not affect its construction;
2.9 any reference to a clause or schedule shall mean a clause or schedule of
this Lease;
2.10 references to any party not withholding consent or approval shall be
deemed to be references to consent or approval also not being delayed and
any obligation or reference to a party not withholding or delaying
consent shall be deemed to be a covenant by that party to that effect;
and
2.11 all references to notices, demands or requests shall be deemed to be
references to notices demands or requests in writing.
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SECTION 2
GRANT OF LEASE
3. GRANT, RIGHTS AND OTHER MATTERS
3.1 DEMISE AND TERM
In consideration of the rents, covenants and agreements reserved by, and
contained in, this Lease to be paid and performed by the Tenant, the
Landlord leases the Premises to the Tenant from and including the Term
Commencement Date for the term of twenty-five (25) years subject to the
Tenant paying the Rents to the Landlord in accordance with clause 4.
3.2 EXCEPTIONS AND RESERVATIONS
There are excepted and reserved out of this Lease the rights and
easements set out in SCHEDULE 1.
3.3 RIGHTS
This Lease is granted together with the rights and easements set out in
SCHEDULE 2.
3.4 THIRD PARTY RIGHTS
This Lease is granted subject to any matters contained or referred to in
SCHEDULE 6 so far as any of them relate to the Premises and are still
subsisting and capable of taking effect;
3.5 NO IMPLIED EASEMENTS
Nothing contained in this Lease shall confer on, or grant to, the Tenant
any easement, right or privilege, other than any expressly granted by
this Lease.
3.6 COVENANTS AFFECTING REVERSION
The Tenant shall perform and observe the agreements, covenants,
restrictions and stipulations contained or referred to in the deeds and
documents listed in SCHEDULE 6 so far as any of them relate to the
Premises and are still subsisting and capable of taking effect.
3.7 ENCROACHMENTS AND EASEMENTS
The Tenant shall not:-
3.7.1 stop up or obstruct any of the windows or lights belonging to the
Premises and shall not permit any new window, light, opening,
doorway, passage, Conduit or other encroachment or easement to be
made or acquired into, on or over the Premises or any part of
them. If any person shall attempt to make or acquire any
encroachment or easement whatsoever, the Tenant shall give written
notice of that fact to the Landlord promptly after it shall come
to the notice of the Tenant and,
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at the request of the Landlord but at the joint cost of the
Landlord and the Tenant, adopt such means as may be reasonably
required by the Landlord for preventing any encroachment or the
acquisition of any easement.
3.7.2 give to any person any acknowledgement that the Tenant enjoys the
access of light to any of the windows or openings of the Premises
by the consent of such person;
3.7.3 pay any sum of money or enter into any agreement with any person
for the purpose of inducing or binding such person to abstain from
obstructing the access of light to any of the windows or openings
of the Premises and in the event of any person doing or
threatening to do anything which obstructs the access of light to
any of the windows or openings of the Premises promptly to notify
the Landlord of the same.
3.8 COVENANTS RELATING TO OTHER PROPERTY
Nothing contained in, or implied by, this Lease shall give the Tenant the
benefit of, or the right to enforce or prevent the release or
modification of, any covenant or agreement entered into by any tenant of
the Landlord in respect of any property not comprised in this Lease.
3.9 RIGHTS OF ENTRY BY LANDLORD
The Tenant shall permit the Landlord with all necessary materials and
appliances to enter and remain on the Premises:-
3.9.1 to examine the state of repair and condition of the Premises and
to take details of the landlord's fixtures and fittings in them;
and
3.9.2 to exercise any of the rights excepted and reserved by this Lease
Provided that the Landlord shall not exercise any right of entry unless
it is impracticable or unreasonably expensive to carry out the relevant
work otherwise than by entry onto the Premises.
3.10 TERMS OF ENTRY BY LANDLORD
In exercising any of the rights mentioned in clause 3.9, the Landlord or
the person exercising the right shall:-
3.10.1 give to the Tenant reasonable prior notice that the right is to be
exercised and shall only exercise it outside the hours of 9 a.m.
to 6 p.m. (inclusive) on Working Days
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and by prior written arrangement with the Tenant (except in an
emergency, when no notice need be given and when it can be
exercised at any time);
3.10.2 cause as little inconvenience as reasonably practicable to the
Tenant or any other permitted occupier of any part of the
Premises;
3.10.3 make good, as soon as reasonably practicable and to the reasonable
satisfaction of the Tenant, any damage caused to the Premises and
the Tenant's and any permitted occupier's property; and
3.10.4 comply with the Tenant's security requirements and allow the
Landlord's representatives or workmen to be accompanied at all
times by a representative of the Tenant.
3.11 LANDLORD'S COVENANTS
Covenants on the part of the Landlord are covenants to do or not to do
that which is covenanted for so long only as the Landlord remains
entitled to the reversion immediately expectant on the determination of
the Term.
SECTION 3
FINANCIAL PROVISIONS
4. RENTS
4.1 TENANT'S OBLIGATION TO PAY
The Tenant covenants to pay to the Landlord at all times during the Term
or until released pursuant to the Landlord and Tenant (Covenants) Act
1995:-
4.1.1 yearly, and proportionately for any fraction of a year, the
Initial Rent and from and including each Review Date, such yearly
rent as shall become payable under clause 5;
4.1.2 the Insurance Rent;
4.1.3 the Service Charge;
4.1.4 the Additional Rent; and
4.1.5 any Value Added Tax chargeable in respect of the Principal Rent;
the Insurance Rent, the Service Charge and the Additional Rent.
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4.2 DATES OF PAYMENT OF PRINCIPAL RENT
The Principal Rent and any Value Added Tax chargeable on it shall be paid
in four (4) equal instalments in advance on each of 25th March, 24th
June, 29th September and 25th December in every year, the first payment,
being a proportionate sum in respect of the period from and including the
Rent Commencement Date to the day before the quarter day following the
Rent Commencement Date, to be made on the Rent Commencement Date.
4.3 METHOD OF PAYMENT OF PRINCIPAL RENT
The Principal Rent and any Value Added Tax chargeable on it shall be paid
in such manner as to ensure that the Landlord shall receive full value in
cleared funds on the date when payment is due.
4.4 DATES OF PAYMENT OF INSURANCE RENT, ADDITIONAL RENT AND COMMON EXPENSES
The Insurance Rent, the Additional Rent and any Value Added Tax
chargeable on any of them shall be paid within five working days of
demand.
4.5 DATES OF PAYMENT OF SERVICE CHARGE
The Service Charge and any Value Added Tax chargeable on it shall be paid
within five working days of demand in accordance with clause 31;
4.6 NO RIGHT OF SET-OFF
The Tenant shall pay the Rents without any deduction, set-off,
counterclaim or abatement whatsoever save such (if any and then only the
minimum) as the Tenant may by law be required to make.
5. RENT REVIEW
5.1 DEFINITIONS
In this clause, the following expressions shall have the following
meanings:-
5.1.1 "OPEN MARKET RENT" means the full yearly rent which would
reasonably be expected to be payable in respect of the Assumed
Premises after the expiry of any rent free period, concessionary
rent and/or after the giving of any other inducement (whether by
means of a capital payment or otherwise) given in each case solely
in connection with the fitting out of the Assumed Premises by the
incoming tenant of such length or of such amount or nature as
would normally be negotiated in the open market between a willing
landlord and a willing tenant (to the intent that no discount,
reduction or allowance shall be made in ascertaining the Open
Market Rent to reflect such rent free period, concessionary rent
or other inducement as would be negotiated as aforesaid or to
compensate the Tenant for
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its absence) upon a letting of the Assumed Premises by one lease
in the open market with vacant possession at the Relevant Review
Date by a willing landlord to a willing tenant and without the
landlord receiving any premium or any other consideration for the
grant of the lease for a term of years commencing on the Relevant
Review Date and equal to the longer of (a) the residue of the Term
remaining unexpired on the Relevant Review Date and (b) fifteen
(15) years and otherwise on the terms and conditions and subject
to the covenants and provisions contained in this Lease (other
than the amount of the rent payable under this Lease but including
the provisions for the review of rent contained in this clause)
and making the Assumptions but disregarding the Disregarded
Matters;
5.1.2 "ASSUMED PREMISES" means the Premises on the assumptions (if not
facts) that:-
5.1.2.1 the Building has been constructed, fitted-out, equipped
and completed in accordance with the drawings and
specification annexed hereto entitled "BASE BUILDING
DEFINITION" at the Landlord's expense;
[NOTE: THIS WILL BE THE AGGREGATE OF THE BASE BUILDING
AS-BUILT PLANS AND BASE BUILDING SPECIFICATION (EXCLUDING
TRM'S) TOGETHER WITH THE CATEGORY `A' WORKS SPECIFICATION]
5.1.2.2 (to the extent not the same as the works described in the
Base Building Definition) the Tenant's Works have not been
carried out;
5.1.2.3 all tenant's fixtures have been removed and any damage
caused by such removal has been made good and the Premises
(constructed and fitted out as aforesaid) comprise clear
space;
5.1.2.4 if the Premises or the Building or any part of them or any
access to or amenities, services or facilities for them
have been destroyed, damaged or otherwise adversely
affected, they have been fully rebuilt, reinstated and
restored; and
5.1.2.5 the Premises enjoy all necessary rights in relation to the
Common Parts to enable their proper use and enjoyment.
5.1.3 "ASSUMPTIONS" means the following assumptions (if not facts) at
the Relevant Review Date:-
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5.1.3.1 that no work has been carried out by or on behalf of the
Tenant or any undertenant or any other occupier or their
respective predecessors in title or any Group Company of
any of them prior to or during the Term, which has
diminished the rental value of the Premises or adversely
affected the Assumed Premises;
5.1.3.2 that all the covenants contained in this Lease have been
fully performed and observed and that any Landlord's
covenants which have been delegated by the Landlord to the
Tenant pursuant to any management arrangements which are
still subsisting at the Relevant Review Date have been
fully performed and observed; and
5.1.3.3 that the Assumed Premises comply with all statutory and
regulatory requirements and may lawfully be used for the
purposes permitted by this Lease.
5.1.3.4 that, notwithstanding the actual use, all car parking
spaces referred to in Schedule 2 of this Lease are fully
available for the Tenant's use as car parking spaces
5.1.3.5 that the Assumed Premises have the benefit if required of
sufficient additional contiguous office space within the
Building to properly support the trading floor levels
within the Premises
5.1.3.6 that the areas shown hatched red on Plans 2, 3, 4, 6, 7
and 9 are let at the same rent per square foot as is
awarded as open market rent for the office areas on the
relevant floor
5.1.3.7 that the areas shown hatched green on Plan 11 are let at
the same rent per square foot as is awarded as open market
rent for storage areas on the relevant floor] [o Note:
Basement to Fourth Floor Lease only]
5.1.3.8 that the areas shown [o ] on Plans [ o ] annexed hereto
marked Riser Plan are let at the same rent per square foot
as is awarded as open market rent for the office areas on
the relevant floor [o Note: Plan to be prepared showing
Tenant's Exclusive Risers on ALL floors]
5.1.4 "DISREGARDED MATTERS" means:-
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5.1.4.1 any effect on rent of the fact that the Tenant or any
permitted undertenant or their respective predecessors in
title or any Group Company of any of them may have been in
occupation of the Premises;
5.1.4.2 any goodwill attached to the Premises by reason of the
business then carried on at the Premises by the Tenant or
any permitted undertenant or other permitted occupier;
5.1.4.3 any effect on rent attributable to the existence, at the
Relevant Review Date, of any improvement to the Premises
carried out after the date of this Lease with all
necessary consents (where required) by the Tenant or any
permitted undertenant and without any liability on the
Landlord's part to pay any compensation in respect thereof
otherwise than in pursuance of an obligation to the
Landlord or its predecessors in title or at the Landlord's
expense;
5.1.4.4 any effect on rent attributable to any occupation by the
Tenant of, or any physical link between the Premises and
the adjoining premises known as ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇;
5.1.4.5 any special bid which the Tenant might make by reason of
its occupation of any other parts of the Building and/or
Peterborough Court; and
5.1.4.6 the obligation of the Tenant contained in clauses 11.1 and
11.2 to reinstate at the end of the term the following
items:-
(a) the secondary entrance at upper ground floor level
(b) the installation of 4 standby generators
(c) plant installed in the basement of the Premises
(d) the bridge and tunnel links
5.1.5 "REVIEW SURVEYOR" means a Member of the Royal Institution of
Chartered Surveyors based in the City of London who is an
independent chartered surveyor with not less than ten (10) years'
experience of valuing and leasing property similar in nature and
location to the Premises and who is well acquainted with the
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market in the area in which the Premises are located appointed
from time to time under this clause 5 to determine the Open Market
Rent.
5.2 RENT REVIEWS
The Principal Rent shall be reviewed at each Review Date in accordance
with the provisions of this clause and from and including each Review
Date the Principal Rent shall equal the higher of:-
5.2.1 the Principal Rent contractually payable immediately before the
Relevant Review Date (or which would be payable but for any
suspension of rent under this Lease); and
5.2.2 the Open Market Rent for the Assumed Premises on the Relevant
Review Date as agreed or determined pursuant to this clause;
5.3 AGREEMENT OR DETERMINATION OF THE REVIEWED RENT
The Open Market Rent for the Assumed Premises at any Review Date may be
agreed in writing at any time between the Landlord and the Tenant but if
they have not been so agreed, either party may by notice in writing to
the other require the Open Market Rent to be determined by the Review
Surveyor.
5.4 APPOINTMENT OF REVIEW SURVEYOR
In default of agreement between the Landlord and the Tenant on the
appointment of the Review Surveyor, the Review Surveyor shall be
appointed by the President on the written application of either party,
such application to be made not earlier than one (1) month before the
Relevant Review Date.
5.5 FUNCTIONS OF REVIEW SURVEYOR
The Review Surveyor shall (unless the parties shall otherwise agree) act
as an arbitrator in accordance with the Arbitration ▇▇▇ ▇▇▇▇.
5.6 APPOINTMENT OF NEW REVIEW SURVEYOR
If the Review Surveyor dies, is unwilling to act, or becomes incapable of
acting, or if, for any other reason, he is unable to act, the Landlord
or the Tenant may request the President to discharge the Review Surveyor
and appoint another surveyor in his place to act in the same capacity,
which procedure may be repeated as many times as necessary.
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5.7 INTERIM PAYMENTS PENDING DETERMINATION
If the amount of the reviewed rent has not been agreed or determined by
the Relevant Review Date (the date of agreement or determination being
called the "DETERMINATION DATE"), then:-
5.7.1 in respect of the period (the "INTERIM PERIOD") beginning with the
Relevant Review Date and ending on the day before the quarter day
following the Determination Date, the Tenant shall pay to the
Landlord the Principal Rent at the yearly rate payable immediately
before the Relevant Review Date; and
5.7.2 on the Determination Date, the Tenant shall pay to the Landlord as
arrears of rent the amount by which the reviewed rent exceeds the
rent actually paid during the Interim Period (apportioned on a
daily basis) together with interest on such amount at four per
cent (4%) per annum below the Prescribed Rate, such interest to be
calculated on the amount of each quarterly shortfall on a
day-to-day basis from the date on which it would have been payable
if the revised rent had then been agreed or determined to the date
of actual payment.
5.8 RENT RESTRICTIONS
If, at any time during the Term, restrictions are imposed by any statute
for the control of rent which prevent or prohibit wholly or partly the
operation of the rent review provisions contained in this clause or which
operate to impose any limitation, whether in time or amount, on the
collection and retention of any increase in the Principal Rent or any
part then and in each case respectively:-
5.8.1 the operation of the rent review provisions contained in this
clause shall be postponed to take effect on the first date on
which such operation may occur;
5.8.2 the collection of any increase in the rent shall be postponed to
take effect on the first date on which such increase may be
collected and/or retained in whole or in part and on as many
occasions as shall be required to ensure the collection of the
whole increase
and, until such restrictions shall be relaxed either wholly or partially,
the Principal Rent shall be the maximum sum from time to time permitted
by such restrictions.
5.9 MEMORANDA OF REVIEWED RENT
Within ten (10) Working Days after the amount of any reviewed rent has
been agreed or determined, memoranda recording that fact shall be
prepared by the Landlord or its
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solicitors and shall be signed by or on behalf of the Landlord and the
Tenant and any Guarantor and annexed to this Lease and its counterpart.
The parties shall each bear their own costs in relation to the
preparation and signing of such memoranda.
5.10 TIME NOT OF THE ESSENCE
For the purpose of this clause, time shall not be of the essence.
6. INTEREST
6.1 INTEREST ON LATE PAYMENTS
Without prejudice to any other right, remedy or power contained in this
Lease or otherwise available to the Landlord, if any of the Rents
(whether formally demanded or not) or any other sum of money payable to
the Landlord by the Tenant under this Lease shall not be paid so that the
Landlord receives full value in cleared funds:-
6.1.1 in the case of the Principal Rent and any Value Added Tax
chargeable on it, on the date when payment is due (or, if the due
date is not a Working Day, the next Working Day after the due
date); or
6.1.2 in the case of any other Rents or sums, within five (5) Working
Days of the date when payment is due
the Tenant shall pay interest on such Rents and/or sums at the Prescribed
Rate from and including the date when payment was due to the date of
payment to the Landlord (both before and after any judgment).
7. OUTGOINGS
7.1 TENANT'S OBLIGATION TO PAY
The Tenant shall pay, or indemnify the Landlord against, all existing and
future rates, taxes, duties, charges, assessments, impositions and other
outgoings whatsoever (whether parliamentary, parochial, local or of any
other description and whether or not of a capital or non-recurring nature
or of a wholly novel character) which are now or may at any time during
the Term be charged, levied, assessed or imposed upon, or payable in
respect of, the Premises or upon the owner or occupier of them (excluding
any tax payable by the Landlord occasioned by any actual or deemed
disposition of, or actual or deemed dealing with, the reversion of this
Lease and any tax other than VAT chargeable in respect of the rents) and,
in the absence of a direct assessment on the Premises, shall pay to the
Landlord a fair proportion (to be reasonably determined by the Landlord)
of any such outgoings.
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7.2 CONTESTS AND APPEALS
Neither the Landlord nor the Tenant shall raise any objection to the
Landlord or the Tenant contesting any outgoings referred to in clause 7.1
or appealing any assessments related thereto or withdrawing any such
contest or appeal or agreeing with the relevant authorities on any
settlement, compromise or conclusion in respect thereof and shall
co-operate with the other party in respect of any such contest or appeal
and shall supply to the other party forthwith upon receipt copies of any
such assessments and make available to the other party such information
in respect thereof as the other party requests and shall execute
forthwith on request all consents, authorisations or other documents as
the other party requests to give full effect to the provisions of this
clause 7.2.
7.3 COSTS OF UTILITIES, ETC.
The Tenant shall:-
7.3.1 pay all charges for electricity, gas (if any) and water and other
services and all sewage and environmental charges consumed in the
Premises, including any connection and hiring charges and meter
installation costs and rents; and
7.3.2 perform and observe all present and future regulations and
requirements of the electricity, gas and water, telecommunications
and other service supply companies or boards in respect of the
supply and consumption of relevant services on the Premises.
8. VALUE ADDED TAX
8.1 DEFINITIONS
References in this Clause 8 to:-
(i) The "Landlord" shall (where appropriate) be deemed to include a
reference to the representative member of the group of companies
of which the Landlord is treated as a member for the purposes of
Section 43 of the Value Added Tax ▇▇▇ ▇▇▇▇; and
(ii) the "Tenant" shall (where appropriate) be deemed to include a
reference to the representative member of the group of companies
of which the Tenant is treated as a member for the purposes of
Section 43 of the Value Added Tax ▇▇▇ ▇▇▇▇.
8.2 SUMS EXCLUSIVE OF VAT
All sums payable under this Lease by the one party to the other (with the
exception of the rent reserved in clause 4.1.5) shall be deemed to be
exclusive of Value Added Tax.
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8.3 PAYMENT OF VAT
Where pursuant to the terms of this Lease any party (the "Supplier")
makes a supply to any other party (the "Recipient") for VAT purposes and
Value Added Tax is payable in respect of such supply, the Recipient shall
pay to the Supplier:-
(i) on the date of such supply against delivery of a valid value added
tax invoice a sum equal to the amount of Value Added Tax so
payable; and
(ii) on demand any penalty or interest incurred by the Supplier for any
late payment of such Value Added Tax where the penalty or interest
arises following a failure of the Recipient to pay the sum on that
date.
8.4 REPAYMENT OF AMOUNTS
If either party (the "Payer") has paid any amount in respect of VAT under
this clause 8 to the other party (the "Payee") on the basis that:-
(i) the transaction in respect of which such amount was paid gave rise
to a supply made by the Payee to the Payer for VAT purposes; and
(ii) such supply was a taxable supply for VAT purposes
and it subsequently transpires that no supply was made or that such
supply was not a taxable supply for VAT purposes the Payee shall
forthwith repay such amount to the Payer PROVIDED THAT if the Payee has
already accounted to H.M. Customs & Excise for VAT in respect of the said
transaction on the basis that such transaction gave rise to a taxable
supply for VAT purposes the Payee shall only be obliged to repay such
amount to the Payer if and to the extent that it is able to obtain
repayment or credit from H.M. Customs & Excise in respect of the VAT
which it has accounted for to them and in such a case the Payee shall use
all reasonable endeavours to obtain such repayment or credit from H.M.
Customs & Excise and the Payee shall only be obliged to repay such amount
to the Payer as aforesaid within three Working Days following receipt by
the Payee of the said repayment from H.M. Customs & Excise or three
Working Days following the date on which the Payee has fully utilised the
said credit (as the case may be).
8.5 VAT INCURRED BY LANDLORD
Where the Tenant is required by the terms of this Lease to reimburse the
Landlord for the costs or expenses of any supplies made to the Landlord,
the Tenant shall also at the same time pay or, as the case may be,
indemnify the Landlord against all Value Added Tax input
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tax incurred by the Landlord in respect of those supplies save to the
extent that the Landlord is entitled to repayment or credit in respect of
such Value Added Tax input tax.
9. LANDLORD'S COSTS
Within ten (10) Working Days of written demand, the Tenant shall pay, or
indemnify the Landlord against, all reasonable and proper costs, fees,
charges, disbursements and expenses incurred by them, (which shall be
reasonable and properly incurred), including those payable to solicitors,
counsel, surveyors, architects and bailiffs:-
9.1 in relation to, or in reasonable contemplation of, the preparation
and service of a notice under section 146 of the Law of Property
▇▇▇ ▇▇▇▇ or any proceedings under section 146 or section 147 of
that Act (whether or not any right of re-entry or forfeiture has
been waived by the Landlord or a notice served under section 146
is complied with by the Tenant or the Tenant has been relieved
under the provisions of that Act and even though forfeiture may be
avoided otherwise than by relief granted by the court);
9.2 in relation to, or in reasonable contemplation of, the preparation
and service of all notices and schedules relating to any wants of
repair, whether served during or after the expiration of the Term
(but relating in all cases only to such wants of repair which
accrued not later than the expiration or earlier determination of
the Term);
9.3 in connection with the recovery or attempted recovery of arrears
of rent or other sums due from the Tenant, or in procuring the
remedying of the breach of any covenant by the Tenant; and
9.4 in relation to any application for consent required or made
necessary by this Lease (such costs to include reasonable
management and monitoring fees and expenses) whether or not it is
granted (except in cases where the Landlord is obliged not to
withhold its consent unreasonably and the withholding of its
consent is held to be unreasonable), or the application is
withdrawn.
SECTION 4
REPAIRS, ALTERATIONS AND SIGNS
10. REPAIRS, DECORATION ETC.
10.1 REPAIRS
Subject to clause 10.2, the Tenant shall:-
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10.1.1 repair and keep in good and substantial repair and condition the
Premises and, as often as may be reasonably necessary in order to
do so, rebuild reconstruct or replace the whole or any part of
them; and
10.1.2 as and when necessary, replace any of the landlord's fixtures and
fittings within and exclusively serving the Premises which may be
or become beyond repair with new ones which are similar or better
in type and quality.
10.2 DAMAGE BY THE INSURED RISKS
There shall be excepted from the obligations contained in clause 10.1 any
damage caused by the Insured Risks save to the extent that payment of the
insurance moneys shall be withheld by reason of any act, neglect or
default of the Tenant, any undertenant or occupier or any of their
respective servants, agents, licensees, visitors or contractors or any
person under the control of any of them.
10.3 DECORATIONS
The Tenant shall:-
10.3.1 in every Decoration Year and also in the last three (3) months of
the Term (whether determined by passage of time or otherwise)
prepare and decorate with at least two coats of good quality paint
all previously painted areas and otherwise treat, as appropriate,
all parts of the Premises in a good and workmanlike manner in
accordance with the instructions of the manufacturers of the
products used, such decorations and treatment in the last year of
the Term to be executed in such colours and materials as the
Landlord may reasonably require;
10.3.2 as often as may be reasonably necessary, wash down all washable
surfaces.
Provided that the Tenant shall not paint or otherwise treat surfaces
within the Premises not previously painted or treated without the
Landlord's prior written consent, such consent not to be unreasonably
withheld.
10.4 PLANT AND MACHINERY
The Tenant shall keep all plant, machinery, apparatus and equipment
forming part of the Premises properly maintained, in good working order
and condition and in all respects in accordance with any relevant
operating and maintenance manuals and manufacturers' recommendations and
for that purpose shall:
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10.4.1 employ and monitor the performance of such reputable contractors
as may be approved by the Landlord, such approval not to be
unreasonably withheld, regularly to inspect, maintain and service
them and supply to the Landlord upon request copies of any
contracts entered into by the Tenant in respect thereof and any
reports prepared by such contractors following an inspection of
the plant and machinery described above Provided that the
Landlord's approval to such reputable contractors shall not be
required during such time when the Property Management Agreement
remains in full force and effect;
10.4.2 renew or replace all working and other parts as and when
necessary; and
10.4.3 use all reasonable endeavours to ensure, by directions to the
Tenant's staff and otherwise, that such plant and machinery is
properly operated.
10.5 PLANNED MAINTENANCE
The Tenant shall ensure that at all times there are adequate planned
maintenance and other contracts in place for repair, maintenance,
cleansing and upkeep of the plant and machinery described in clause 10.4
above.
10.6 CLEANING
The Tenant shall:-
10.6.1 keep the Premises in a clean and tidy condition and employ only
competent and respectable persons as cleaners;
10.6.2 as often as may be necessary properly clean the inside of the
windows or window frames and all other glass in the Premises and
any glass on the interior of any atrium.
10.7 CARPETING AND FLOOR COVERINGS
The Tenant shall maintain the carpets and other floor coverings laid in
the Premises to a standard appropriate to a high quality office building
in the City of London and, when necessary, replace them with new carpets
or floor coverings of at least equivalent quality and value.
11. YIELD UP
11.1 REINSTATEMENT OF PREMISES
Immediately prior to the expiration or earlier determination of the Term,
the Tenant shall at its cost:-
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11.1.1 replace any of the landlord's fixtures and fittings which shall be
missing, damaged or destroyed, with new ones of similar or better
kind and quality;
11.1.2 remove from the Premises any sign, writing or painting of the name
or business of the Tenant or any occupier of them and all tenant's
fixtures, fittings, furniture and effects (including any
demountable or dry wall partitioning installed by or on behalf of
the Tenant) and make good, to the reasonable satisfaction of the
Landlord, all damage caused by such removal;
11.1.3 in accordance with the Reinstatement Schedule, (unless the Tenant
has by notice in writing served at least nine (9) months prior to
the expiry of the Term requested that reinstatement of one or more
items is not required and the Landlord has within one month of
such notice agreed to such a request) remove such works and parts
of the Premises and such fixtures and fittings in the Premises as
are necessary and well and substantially to put the Premises in
the state and condition described in the Reinstatement Schedule to
the Landlord's reasonable satisfaction
Provided that the Tenant shall not be obliged so to reinstate:-
(a) any plant in the Building which is of a better specification than
that described in the Reinstatement Schedule; and
(b) any plant in the Building which has supplemented or enhanced the
Base Building Systems
11.2 YIELDING UP IN GOOD REPAIR
Without prejudice to Clause 11.1, at the expiration or earlier
determination of the Term, the Tenant shall quietly yield up the Premises
to the Landlord in good and substantial repair and condition and in
accordance with the covenants by the Tenant contained in this Lease.
12. COMPLIANCE WITH NOTICES
12.1 TENANT TO REMEDY BREACHES OF COVENANT
Whenever the Landlord shall give written notice to the Tenant of any
wants of repair or breaches of covenant, the Tenant shall as soon as
reasonably possible following receipt of such notice, make good such
wants of repair and remedy the breach of covenant to the reasonable
satisfaction of the Landlord.
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12.2 FAILURE OF TENANT TO REPAIR
If the Tenant shall fail within twenty (20) Working Days of such notice,
or as soon as reasonably possible in the case of emergency, to commence
and then diligently and expeditiously to continue to comply with such
notice, the Landlord may (without prejudice to the right of re-entry
contained in this Lease) enter the Premises and carry out, or cause to be
carried out, any of the works referred to in such notice and all
reasonable costs and expenses (including without limitation those of the
Landlord's surveyor) properly incurred as a result shall be paid by the
Tenant to the Landlord on demand and, in default of payment, shall be
recoverable as rent in arrear.
13. ALTERATIONS
13.1 NO STRUCTURAL ALTERATIONS
Subject to Schedule 2, the Tenant shall not alter, cut into or remove any
of the principal or loadbearing walls, floors, beams or columns in or
enclosing the Premises other than minor structural alterations for
boreholes for pipes, wires and minor Conduits and fixings which may be
carried out subject to the prior written consent of the Landlord (such
consent not to be unreasonably withheld or delayed and to be in the form
of the licence to alter annexed hereto).
13.2 NO ALTERATIONS TO LANDLORD'S FIXTURES
Subject to Schedule 2, the Tenant shall not make any alteration or
addition to any of the landlord's fixtures or to any centrally controlled
systems in the Premises or to any of the Conduits in the Premises unless
such Conduits exclusively serve the Premises and any other floors of the
Building leased to the Tenant
13.3 NON-STRUCTURAL ALTERATIONS
The Tenant shall not make any alteration or addition of a non-structural
nature to the Premises without the prior written consent of the Landlord
(such consent not to be unreasonably withheld and to be the form of the
licence to alter annexed hereto)
13.4 DEMOUNTABLE PARTITIONING
The Tenant may install, alter or remove demountable partitioning raised
floors and suspended ceilings and carry out associated minor alterations
to mechanical and electrical services which do not involve any works to
or affecting any structural parts of the Premises (other than simple
affixation) or which do not materially adversely affect the operation of
any of the mechanical, electrical, sanitary, heating, ventilating, life
safety, air-conditioning or other service systems within the Premises or
within the Building and which do not block-up or obstruct any windows of
the Premises without having to obtain the Landlord's consent but the
Tenant shall:-
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13.4.1 comply with all statutory requirements applicable to the works
being carried out; and
13.4.2 supply the Landlord on demand (but not more frequently than four
times in each calendar year) with a set of plans showing the
layout and detailing works carried out under this clause 13.4
13.5 COVENANTS BY TENANT
The Tenant shall enter into such covenants as the Landlord may reasonably
require regarding the execution of any works to which the Landlord
consents under this clause, and the reinstatement of the Premises at the
end or earlier determination of the Term.
14. SIGNS AND ADVERTISEMENTS
Except as permitted hereunder the Tenant shall not affix or display or
suffer to be affixed any placard, plate, sign, billboard, writing or
advertisement on the frontage of the Premises and the Tenant shall not
erect or display on the remainder of the exterior of the Premises or in
the windows of them so as to be visible from the exterior, any
advertisement, poster, notice, pole, flag, aerial, satellite dish or any
other sign or thing.
SECTION 5
USE
15. USE OF PREMISES
15.1 PERMITTED USE
The Tenant shall not use the Premises or any part of them except for the
Permitted Use.
15.2 TENANT NOT TO LEAVE PREMISES UNOCCUPIED
The Tenant shall not leave the Premises or any part of them continuously
unoccupied for more than thirty (30) days without notifying the Landlord
and providing, or paying for, such caretaking or security arrangements as
the Landlord shall reasonably approve in order to protect the Premises
from damage, vandalism, theft or unlawful occupation or to deal with any
emergency.
15.3 DETAILS OF KEYHOLDERS
The Tenant shall ensure that, at all times, the Landlord has particulars
of the name, home address and home telephone number of at least two
keyholders of the Premises.
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16. USE RESTRICTIONS AND REGULATIONS
16.1 The Tenant shall perform and observe the obligations set out in SCHEDULE
3.
16.2 The Tenant shall itself comply or use reasonable endeavours to procure
compliance by others with the Regulations.
17. EXCLUSION OF WARRANTY AS TO USER
17.1 NO WARRANTY BY LANDLORD
Nothing contained in this Lease, or in any consent or approval granted by
the Landlord under this Lease, shall imply or warrant that the Premises
may be used under the Planning Acts for the purpose permitted by this
Lease or any purpose subsequently permitted.
17.2 TENANT'S ACKNOWLEDGEMENT
The Tenant acknowledges that neither the Landlord nor any person acting
on behalf of the Landlord has at any time made any representation or
given any warranty that any use permitted by this Lease is, will be, or
will remain, a use authorised under the Planning Acts.
17.3 TENANT TO REMAIN BOUND
Even though any such use may not be a use authorised under the Planning
Acts, the Tenant shall remain fully liable to the Landlord in respect of
the obligations undertaken by the Tenant in this Lease without being
entitled to any compensation, recompense or relief of any kind.
SECTION 6
DISPOSALS
18. GENERAL RESTRICTIONS
18.1 ALIENATION GENERALLY
The Tenant shall not assign, underlet or part with possession or share
the occupation of, or permit any person to occupy, or create any trust in
respect of the Tenant's interest in, the whole or any part or parts of
the Premises, nor agree to do so, except by way of:-
18.1.1 (subject to and in accordance with clause 18.2) a sharing of
possession;
18.1.2 (subject to and in accordance with clause 19) an assignment of the
whole; and
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18.1.3 (subject to and in accordance with clause 20) an underletting of
the whole or an underletting of a Subletting Unit.
18.2 SHARING WITH A GROUP COMPANY
Nothing in this clause or clauses 19 and 20 shall prevent the Tenant from
sharing occupation of the whole or any part of the Premises with any
company which is, for the time being, a Group Company an Associated
Company or an Affiliate of the Tenant subject to:-
18.2.1 the Tenant giving to the Landlord written notice of the sharing of
occupation and the name of the Group Company an Associated Company
or an Affiliate concerned within five (5) Working Days after the
sharing begins;
18.2.2 the Tenant and that Group Company Associated Company or Affiliate
remaining in the same relationship whilst the sharing lasts;
18.2.3 the sharing ceasing immediately upon the relevant company ceasing
to be a Group Company Associated Company or Affiliate of the
Tenant; and
18.2.4 the sharing not creating the relationship of landlord and tenant
between the Tenant and that Group Company Associated Company or
Affiliate.
Provided That where this Lease is held as a partnership asset but the
Tenant comprises one only of the members of the partnership all members
of that partnership and any associated company corporation or partnership
of such partnership may also share occupation as if they were Group
Companies.
18.3 DIPLOMATIC IMMUNITY
The Tenant shall not, by assignment, charging, underletting, sharing or
otherwise, permit the occupation of the Premises by any person or entity
who has or will have the right to claim diplomatic immunity or exemption
from liability for the breach of any of the covenants contained in this
Lease, unless such diplomatic immunity or exemption from liability is
effectively and irrevocably waived, disclaimed or negated beforehand, or
a suitable guarantee or other satisfactory security in respect of the
performance of the covenants in this Lease is provided to the reasonable
satisfaction of the Landlord.
19. ASSIGNMENT OF WHOLE
19.1 PROHIBITION ON ASSIGNMENT
Not to assign the whole of the Premises without complying with or
fulfilling the circumstances and conditions set out in this clause 19.
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19.2 CIRCUMSTANCES IN WHICH ASSIGNMENT NOT ALLOWED
For the purposes of Section 19(1A) of the 1927 Act it is agreed that, in
addition to any other circumstance in which consent to assignment may
lawfully be withheld, the Landlord may withhold consent to an assignment
by the Tenant of the whole of the Premises in the circumstances set out
in clauses 19.2.1 to 19.2.6 (inclusive). In this clause 19.2 references
to the Proposed Assignee shall be interpreted so that where it is
proposed that a Proposed Guarantor shall act as a guarantor for the
liabilities of the Proposed Assignee the criteria set out below need
apply to the Proposed Guarantor (mutatis mutandis) only and not the
Proposed Assignee itself.
19.2.1 Where the Proposed Assignee is a person or entity who has the
right to claim diplomatic or sovereign immunity or exemption from
liability for the breach of the covenants contained in this Lease,
unless such diplomatic or sovereign immunity or exemption from
liability is effectively waived, disclaimed or negated beforehand;
or
19.2.2 Where the Proposed Assignee is not of such financial standing in
relation to the Tenant's obligations under this Lease as would be
generally acceptable to a reasonable and prudent institutional
landlord having regard to maintenance of the investment value of
the reversion immediately expectant on the Term and the London
property investment market and to usual criteria for judging
financial standing adopted by institutional landlords at the
relevant time;
19.2.3 Where the Application to Assign is not accompanied by:-
(a) copies of the Proposed Assignee's and the Proposed
Guarantor's audited accounts (or the equivalent thereof
where the Proposed Assignee or Proposed Guarantor is not a
company incorporated in England and Wales or a person or
partnership subject to English tax rules or (where there is
no direct equivalent which gives as full and fair a
reflection of the financial worth and stability of the
Proposed Assignee) a comprehensive statement (together with
complete copies of all relevant documents) as to the
financial worth and stability of the Proposed Assignee and
Proposed Guarantor) for each of the three (3) completed
financial years immediately preceding the date of the
Application to Assign; and
(b) such other information relating to the financial affairs
and position of the Proposed Assignee and the Proposed
Guarantor as the Landlord may reasonably require.
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19.2.4 Where the Proposed Assignee is an entity in relation to whom any
of the events mentioned in clause 29.2 would have occurred if that
person or entity were the Tenant under this Lease.
19.2.5 If the Landlord, acting as a reasonable institution investing in
United Kingdom real estate making the assumption (whether or not
it is the case) that the Current Tenant has either a long term
credit rating issued by Standard & Poors of A + or ▇▇▇▇▇'▇ of Al,
reasonably takes the view that the investment value of the
Building would be adversely affected if the Proposed Assignment
takes place.
19.2.6 (If the Property Management Agreement remains in full force and
effect) where the Proposed Assignee has not executed and released
for completion the Direct Deed in the form annexed to the Property
Management Agreement.
19.3 CONDITIONS FOR ASSIGNMENT
For the purposes of Section 19(1A) of the 1927 Act it is further agreed
that, in addition to any other conditions subject to which licence or
consent may be granted for the Proposed Assignment, any consent of the
Landlord shall be subject to the following conditions:-
19.3.1 that the Current Tenant shall, prior to completion of the Proposed
Assignment, procure that the Proposed Assignee enters into a
direct covenant with the Landlord to pay the Rents reserved by and
to perform the covenants by the Tenant contained in this Lease;
and
19.3.2 that, if the Landlord shall reasonably so require, the Current
Tenant shall obtain an acceptable guarantor for the Proposed
Assignee and shall procure that such guarantor shall execute and
deliver to the Landlord a deed containing covenants by that
guarantor (or, if more than one, joint and several covenants) with
the Landlord, as a primary obligation, in the terms contained in
SCHEDULE 4 (with necessary changes) or in such other terms as the
Landlord may reasonably require.
19.4 AUTHORISED GUARANTEE AGREEMENT
19.4.1 For the purposes of Section 19(1)(A) of the 1927 Act and Section 16 of
the 1995 Act it is agreed that any consent of the Landlord to an
assignment of the whole of the Premises shall be subject to a condition
that the Current Tenant shall, prior to such assignment being completed,
execute and deliver to the Landlord a Deed which shall be prepared by the
Landlord's Solicitors containing covenants on the part of the Current
Tenant in the form of those set out in SCHEDULE 5 with any necessary
changes.
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19.4.2 For the purposes of Section 19(1)(A) of the 1927 Act and Section 16 of
the 1995 Act and as a separate and severable obligation from that set out
in Clause 19.4.1 it is agreed further that any consent of the Landlord
to an assignment of the whole of the Premises shall be subject to a
condition that any Guarantor of the Current Tenant shall, prior to such
assignment being completed, execute and deliver to the Landlord the Deed
to be entered into by the Current Tenant pursuant to Clause 19.4.1.
19.5 CONSENT FOR ASSIGNMENT
Without prejudice to the foregoing provisions of this clause 19 the
Tenant shall not assign the whole of the Premises without the prior
written consent of the Landlord and, save in relation to (i) the
circumstances set out in clause 19.2 and (ii) the conditions mentioned in
clause 19.3 and (iii) the conditions mentioned in clauses 19.3.2 and 19.4
(which shall have effect in accordance with Section 19 of the 1927 Act
and with the 1995 Act), such consent shall not unreasonably be withheld
or delayed provided that the parties hereby agree that in considering
whether or not the Landlord is reasonably withholding such consent due
and proper regard shall be had to the provisions and effect of the 1995
Act.
20. UNDERLETTING
20.1 SUBLETTING UNIT
For the purposes of this clause:-
"SUBLETTING UNIT" means each separate unit of accommodation which
comprises either:-
20.1.1 the whole of the Net Internal Area of a complete floor or any
combination of contiguous complete floors of the Premises
together, unless the underlease contains an agreement authorised
beforehand by the Court excluding Sections 24 to 28 of the
Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ in relation to such underlease, with
the right to use a pro rata number of car parking spaces; or
20.1.2 any part of a complete floor of the Premises which is configured
(having due regard to the position of the core and the available
means of escape) and capable of being occupied and used as a
separate and self-contained office unit (albeit with shared toilet
facilities) with all necessary and proper services;
20.1.3 The Daily Express Building.
together, if so required by the Tenant, with storage space in the
basement of the Building and, the right to use a pro rata number of car
parking spaces.
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20.2 UNDERLETTING OF PART
The Tenant shall not underlet any part of the Premises without on each
occasion procuring that:-
20.2.1 the Premises shall not at any time be in the occupation of more
than 8 persons, the Tenant and any Group or Associated Company or
Companies or Affiliates which is or are permitted to share
occupation under clause 18.2 counting as one;
20.2.2 any underletting of part of a floor may only be on terms that the
underlease incorporates an agreement, authorised beforehand by the
Court, excluding sections 24 to 28 of the Landlord and ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇ in relation to such underlease;
20.2.3 the part of the Premises to be underlet shall comprise a
Subletting Unit only;
20.2.4 if the Landlord shall reasonably so require, the Tenant obtains an
acceptable guarantor for any proposed undertenant and that such
guarantor executes and delivers to the Landlord a deed containing
covenants by that guarantor (or, if more than one, joint and
several covenants) with the Landlord, as a primary obligation, in
the terms contained in SCHEDULE 4 (with any necessary changes) or
in such other terms as the Landlord may reasonably require;
20.2.5 the underlease contains provisions whereby the Tenant as landlord
thereunder has a valid and unconditional option to determine the
underlease at the same times and in the same manner as the
Tenant's option to determine contained in this Lease; and
20.2.6 no separate floor may be underlet in part so as to create more
than the number of Subletting Units set out below:
Fifth Floor - One
Fourth Floor - Three
Mezzanine Floor - One
Third Floor - Three
Second Floor - Three
First Floor Three
Upper Ground Floor Three
Ground Floor - Two
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Lower Ground Floor - Three
(Provided that any such subletting is in conjunction with a
subletting of an ▇▇▇▇▇ ▇▇▇▇▇)
▇▇▇▇▇▇▇▇ - ▇▇▇▇
Provided that if the Daily Express Building is let as serviced
offices that will be treated as one underletting and the Daily
Express Building may be further subunderlet in parts as required
by the serviced office operator
20.3 UNDERLETTING OF THE WHOLE
The Tenant shall not underlet the whole of the Premises other than on
condition that if the Landlord shall reasonably so require, the Tenant
obtains an acceptable guarantor for any proposed undertenant and such
guarantor shall execute and deliver to the Landlord a deed containing
covenants by that guarantor (or, if more than one, joint and several
covenants) with the Landlord, as a primary obligation, in the terms
contained in SCHEDULE 4 (with any necessary changes) or in such other
terms as the Landlord may reasonably require.
20.4 UNDERLETTING RENT
The Tenant shall not underlet the whole or any part of the Premises:-
20.4.1 at a fine or premium or at a rent which is less than the open
market rent of the Premises to be demised; or
20.4.2 on terms whereby any rent free or concessionary rent period or
financial inducement given is materially less than that which it
is customary at the time in the open market.
20.5 DIRECT COVENANTS FROM UNDERTENANT
Prior to the grant of any permitted underlease, the Tenant shall procure
that the undertenant enters into the following direct covenants with the
Landlord:-
20.5.1 an unqualified covenant by the undertenant not to assign or charge
any part of the premises to be underlet;
20.5.2 (in the case of any undertenant of less than the complete Net
Internal Area of a floor of the Premises) an unqualified covenant
by the undertenant not to underlet any part of the premises to be
underlet nor (save by way of an assignment of the whole of the
premises to be underlet) part with possession or share the
occupation of the whole or any part of the premises to be underlet
or permit any person to
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occupy them and that any underletting of the whole of the premises
to be underlet shall contain an agreement authorised beforehand by
the Court excluding Sections 24 to 28 of the Landlord and ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ in relation to such underlease and such underlease shall
contain a provision whereby the undertenant as landlord thereunder
has a valid and unconditional option to determine the underlease
at the same times and in the same manner as the Tenant's option to
determine contained in this Lease;
20.5.3 (in the case of any undertenant of more than the whole of the Net
Internal Area of a complete floor or floors of the Premises) an
unqualified covenant by the undertenant not to underlet any part
of the premises to be underlet which does not comprise a
Subletting Unit and not to underlet any part comprising a
Subletting Unit without incorporating an agreement authorised
beforehand by the Court, excluding Sections 24 to 28 of the
Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ in relation to such underlease and
such underlease shall contain a provision whereby the undertenant
as landlord thereunder has a valid and unconditional option to
determine the underlease at the same times and in the same manner
as the Tenant's option to determine contained in this Lease and a
covenant by the undertenant not to underlet any part comprising a
Subletting Unit without the prior written consent of the Landlord,
such consent not to be unreasonably withheld;
20.5.4 a covenant by the undertenant not to assign or charge or underlet
the whole without the prior written consent of the Landlord, such
consent not to be unreasonably withheld;
20.5.5 a covenant by the undertenant to perform and observe all the
tenant's covenants contained in:-
(a) this Lease (other than the payment of the Rents) so far as
the same are applicable to the premises to be underlet; and
(b) the permitted underlease.
20.6 CONTENTS OF UNDERLEASE
Every permitted underlease (a final copy of which shall be supplied to,
and approved by, the Landlord prior to its grant, such approval not to be
unreasonably withheld) shall contain the following lawful and enforceable
provisions:-
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20.6.1 provisions for the review of the rent payable under it on an
upwards only basis corresponding as to terms and dates with the
rent review provisions in this Lease (a "Corresponding Underlease
Rent Review") save for:-
20.6.1.1 an underletting entered into not more than two (2) years
before the first Review Date being [o date to be
determined pursuant to Agreement for Lease] in which
case the underlease need not require a Corresponding
Underlease Rent Review until the next Review Date being
[o date to be determined pursuant to Agreement for
Lease].
20.6.1.2 an underletting of less than (10) years incorporating
an agreement authorised beforehand by the Court
excluding Sections 24 to 28 of the Landlord and ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ in relation to such underletting.
PROVIDED ALWAYS that the Tenant shall not be entitled to use the
rent payable by any undertenant which has not been settled
pursuant to a Corresponding Underlease Rent Review as comparable
evidence for the purposes of rent review under this Lease.
20.6.2 a covenant by the undertenant prohibiting the undertenant from
doing or suffering any act or thing on, or in relation to, the
premises underlet inconsistent with, or in breach of, this Lease;
20.6.3 a condition for re-entry on breach of any covenant by the
undertenant;
20.6.4 a covenant by the undertenant prohibiting the undertenant from
assigning the whole of the premises demised by the Underlease
without the prior written consent of the Tenant and of the
Landlord under this Lease;
20.6.5 a provision to the effect that for the purposes of Section 19(1A)
of the 1927 Act and Section 16 of the 1995 Act any consents to an
assignment of the underlease shall be subject to a condition that
the undertenant under the underlease shall prior to such
assignment being completed execute and deliver to the Tenant and
to the Landlord under this Lease a Deed containing covenants on
the part of the then undertenant with the Tenant and separately
with the Landlord in the form set out in SCHEDULE 5 (with any
necessary changes); and
20.6.6 subject to clauses 20.6.4 and 20.6.5 (and save as to any
underletting of the Daily Express Building) the same or greater
restrictions as to assignment, underletting,
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charging and parting with or sharing the possession or occupation
of the premises underlet, and the same provisions for direct
covenants and registration, as are in this Lease (with any
necessary changes).
20.7 TENANT TO OBTAIN LANDLORD'S CONSENT
Without prejudice to the other provisions of this clause, the Tenant
shall not underlet the whole of the Premises or underlet a Subletting
Unit, without the prior written consent of the Landlord, such consent not
to be unreasonably withheld.
20.8 REVIEW OF UNDERLEASE RENT
The Tenant Shall:
20.8.1 procure that the rent under any permitted underlease is reviewed
in accordance with its terms so as to achieve the open market rent
at that time; and
20.8.2 notify the Landlord in writing in advance of any application to an
independent person to determine the rent under the underlease and
consult with the Landlord and have regard to the Landlord's
reasonable views in making representations as to the rent payable
under that underlease to such independent person;
20.9 NO VARIATION OF TERMS
The Tenant shall not vary the terms, or accept any surrender (whether of
whole or part) of any permitted underlease, without the prior written
consent of the Landlord, such consent not to be unreasonably withheld.
20.10 NO REDUCTION IN RENT
The Tenant shall procure that the rent payable under any permitted
underlease is not commuted or made payable more than one quarter in
advance (or affected by arrangements between the underlessee and the
underlessor or any persons connected with them so that the effective
return to the underlessor is reduced) and shall not permit any reduction
of that rent.
20.11 COVENANTS BY ASSIGNEE AND ASSIGNOR OF UNDERLEASE
Prior to the assignment of any permitted underlease the Tenant shall
procure that there are delivered:-
20.11.1 to the Landlord a Deed containing covenants by the assignee with
the Landlord in such form as the Landlord may reasonably require
to perform and observe all the
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tenant's covenants in and conditions of the Underlease during the
residue of the term of the Underlease (including any continuation
thereof); and
20.11.2 to the Landlord and separately to the Tenant a Deed containing
covenants by the assignor in the form of the Deed set out in
SCHEDULE 5 if the Landlord's consent to such assignment is
subject to a condition that the undertenant shall enter into such
a Deed as contemplated by clause 20.6.5.
21. MORTGAGING AND CHARGING
The Tenant shall not mortgage or charge part only of the Premises, and
shall not mortgage or charge the whole of the Premises save at arm's
length to a bona fide bank or other substantial financial institution;
and then only with the prior written consent of the Landlord (such
consent not to be unreasonably withheld or delayed)
22. REGISTRATION OF DISPOSITIONS
22.1 Within fifteen (15) Working Days after every assignment, transfer,
assent, underlease, assignment of underlease, mortgage, charge or any
other disposition, whether mediate or immediate, of or relating to the
Premises or any part, the Tenant shall give written notice thereof to the
Landlord and provide the Landlord or its solicitors with a copy
(certified as true) of the deed, instrument or other document evidencing
or effecting such disposition and, on each occasion, shall pay to the
Landlord or its solicitors a fee of Twenty-five pounds ((Pounds) 25.00)
together with VAT thereon or such larger sum as may be reasonable.
22.2 From time to time on demand during the Term but not more than twice in
any one year on request to furnish the Landlord with full particulars of
all derivative interests of or in the Premises however remote or inferior
including particulars of the rents payable in respect of such derivative
interests and such further particulars as the Landlord may require.
SECTION 7
LEGAL REQUIREMENTS
23. STATUTORY REQUIREMENTS
23.1 TENANT TO COMPLY WITH STATUTES
The Tenant shall, at its expense, comply in all respects with every
statute now in force or which may, after the date of this Lease, be in
force and any other obligation imposed by law and all regulations laws or
directives made or issued by or with the authority of The European
Commission and/or The Council of Ministers relating to the Premises or
their use, including without limitation the Offices, Shops and Railway
Premises ▇▇▇ ▇▇▇▇, the Fire Precautions ▇▇▇ ▇▇▇▇, the Defective Premises
▇▇▇ ▇▇▇▇, the Health and Safety at Work etc.
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Act 1974, the Environmental Protection ▇▇▇ ▇▇▇▇ and the Construction
(Design and Management) Regulations 1994.
23.2 TENANT TO EXECUTE NECESSARY WORKS
The Tenant shall execute all works and provide and maintain all
arrangements on or in respect of the Premises or their use which are
required by any statute now in force or which may after the date of this
Lease be in force or by any government department, local, public or other
competent authority or court of competent jurisdiction acting under or in
pursuance of any statute, whether any of the same are required to be
carried out by the landlord, tenant or occupier, and shall indemnify the
Landlord against all costs, charges, fees and expenses of, or incidental
to, the execution of any works or the provision or maintenance of any
arrangements so required.
24. PLANNING ACTS
24.1 TENANT'S OBLIGATION TO COMPLY
The Tenant shall comply with the Planning Acts and with any planning
permission in each case relating to, or affecting, the Premises, and
indemnify the Landlord against all actions, proceedings, claims, demands,
losses, costs, expenses, damages and liability whatsoever in respect of
any non-compliance.
24.2 NO APPLICATION FOR PLANNING PERMISSION WITHOUT CONSENT
The Tenant shall not make any application for planning permission or for
other consents required under the Planning Acts in respect of the
Premises or for certificates or determinations as to lawful use without
the prior written consent of the Landlord, such consent not to be
unreasonably withheld where under the other relevant provisions of this
Lease the consent of the Landlord is not required or cannot be
unreasonably withheld in respect of the matters the subject of the
application.
24.3 TENANT TO OBTAIN ALL PERMISSIONS
The Tenant shall, at its expense, obtain and, if appropriate, renew any
necessary planning permission and any other consent and serve all
necessary notices required for the carrying out by the Tenant of any
operations or the commencement or continuance of any use on the Premises.
24.4 TENANT TO PAY PLANNING CHARGES
The Tenant shall pay and satisfy any charge or levy imposed under the
Planning Acts in respect of any Development by the Tenant on the
Premises.
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24.5 NO IMPLEMENTATION OF PERMISSION WITHOUT APPROVAL
The Tenant shall not implement any planning permission or consent
required under the Planning Acts before the same have been produced to,
and approved in writing by, the Landlord, such approval not to be
unreasonably withheld but the Landlord may refuse to approve such
planning permission or consent on the grounds that any term or condition
contained in it, or anything omitted from it, or the period referred to
in it, would, in the reasonable opinion of the Landlord, be prejudicial
to the Landlord's respective interests in the Premises or the Building
whether during or following the expiration or earlier determination of
the Term.
24.6 TENANT TO CARRY OUT WORKS BEFORE END OF TERM
Unless the Landlord shall otherwise direct in writing, the Tenant shall
carry out and complete before the expiration or earlier determination of
the Term:-
24.6.1 any works required to be carried out to the Premises as a
condition of any planning permission granted during the Term and
implemented by the Tenant whether or not the date by which the
planning permission requires such works to be carried out is
within the Term; and
24.6.2 any Development begun upon the Premises in respect of which the
Landlord may be or become liable for any charge or levy under the
Planning Acts.
24.7 PLANS, ETC., TO BE PRODUCED
The Tenant shall produce to the Landlord on demand all plans, documents
and other evidence as the Landlord may reasonably require in order to
satisfy itself that this clause has been complied with.
24.8 PLANNING CONDITIONS
Where a planning permission has been granted subject to conditions, the
Landlord shall be entitled, where it is reasonable to do so, to require
the Tenant to provide security for compliance with such conditions, and
the Tenant shall not implement the planning permission until security
shall have been provided to the reasonable satisfaction of the Landlord.
24.9 PLANNING REFUSAL
24.9.1 The Tenant shall give notice of any refusal of planning permission to the
Landlord within fourteen (14) days of receipt of such refusal.
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24.9.2 If reasonably required by the Landlord but at the cost of the Tenant, the
Tenant shall appeal against any refusal of planning permission or the
imposition of any condition in a planning permission relating to the
Premises following an application made by the Tenant.
25. STATUTORY NOTICES
The Tenant shall:-
25.1 within ten (10) Working Days (or sooner if necessary having regard
to the requirements of the notice or order in question or the time
limits stated in it) of receipt of any notice or order or proposal
for a notice or order given to the Tenant and relevant to the
Premises or any occupier of them by any government department,
local, public or other competent authority or court of competent
jurisdiction, provide the Landlord with a true copy of it and any
further particulars required by the Landlord;
25.2 without delay, take all necessary steps to comply with the notice
or order so far as the same is the responsibility of the Tenant;
and
25.3 at the request of the Landlord but at the joint cost of the
Landlord and the Tenant, make or join with the Landlord in making
such objection, complaint, representation or appeal against or in
respect of any such notice, order or proposal as the Landlord
shall deem expedient.
26. FIRE PRECAUTIONS AND EQUIPMENT
26.1 COMPLIANCE WITH REQUIREMENTS
The Tenant shall comply with the requirements of the fire authority and
the insurers of the Building and the reasonable requirements of the
Landlord in relation to fire precautions affecting the Premises.
26.2 FIRE FIGHTING APPLIANCES TO BE SUPPLIED
The Tenant shall keep the Premises equipped with such fire fighting
appliances as shall be required by any statute, the fire authority or the
insurers of the Building and the Tenant shall keep such appliances open
to inspection and maintained to the reasonable satisfaction of the
Landlord.
26.3 ACCESS TO BE KEPT CLEAR
The Tenant shall not obstruct the access to, or means of working, any
fire fighting appliances or the means of escape from the Premises or the
Building in case of fire or other emergency.
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27. DEFECTIVE PREMISES
Promptly upon becoming aware of the same, the Tenant shall give written
notice to the Landlord of any defect in the Premises which might give
rise to an obligation on the Landlord to do, or refrain from doing, any
act or thing so as to comply with any duty of care imposed on the
Landlord under the Defective Premises ▇▇▇ ▇▇▇▇, and shall display and
maintain in the Premises all notices which the Landlord may, from time to
time, reasonably require to be displayed in relation to any such matters.
SECTION 8
INSURANCE
28. INSURANCE PROVISIONS
28.1 LANDLORD TO INSURE
The Landlord shall (during the period while it is the Landlord and
without liability in respect of any subsequent period) insure and keep
insured in the joint names of the Landlord and any Mortgagee with some
substantial publicly quoted insurance company (or a subsidiary of a
publicly quoted company) or with Lloyd's underwriters or other suitable
insurers and through such agency as the Landlord may, from time to time,
reasonably determine, subject to such normal exclusions, excesses,
limitations, terms and conditions as may be contained in any policy taken
out by the Landlord (but not so as to exclude terrorist risk if cover is
available):-
28.1.1 the Building (other than plate glass and items in the nature of
tenant's and trade fixtures and fittings) in its Full
Reinstatement Cost against loss or damage by the Insured Risks;
28.1.2 the loss of the Principal Rent and Service Charge from time to
time payable, or reasonably estimated to be payable, under this
Lease, taking account of any review of the rent which may become
due under this Lease, for six (6) years or such longer period as
the Landlord may, from time to time, reasonably deem to be
necessary;
28.1.3 explosion and sudden and unforeseen damage or breakdown of any
engineering and electrical plant and machinery in the Building to
the extent that the same is not covered by clause 28.1.1;
28.1.4 property owner's liability; and
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28.1.5 such other insurances in respect of the Building as the Landlord
may, from time to time, reasonably deem necessary to effect of a
type normal for a building of a similar size and location.
28.2 COMMISSIONS AND RESTRICTION ON TENANT INSURING
28.2.1 Neither the Landlord nor any company related to or associated with the
Landlord shall be entitled to any commission attributable to the placing
of such insurance and the payment of any insurance sums
28.2.2 The Tenant shall not take out any insurance in respect of the Premises or
in respect of any other matters which the Landlord is required to insure
under clause 28.1
28.3 FULL REINSTATEMENT COST
In this clause 28, "FULL REINSTATEMENT COST" means the full cost of
reinstating the Building at the time when such reinstatement is likely to
take place, having regard to any possible increases in building costs,
and including the cost of demolition, shoring up, site clearance,
ancillary expenses and architects', surveyors' and other professional
fees, any necessary Value Added Tax and any other relevant matters.
28.4 LANDLORD'S FIXTURES
The Tenant shall notify the Landlord in writing of the Full Reinstatement
Cost of any fixtures and fittings installed at any time by the Tenant and
which become landlord's fixtures and fittings for the purpose of enabling
the Landlord to effect adequate insurance cover for them.
28.5 LANDLORD TO PRODUCE EVIDENCE OF INSURANCE
At the request of the Tenant to produce evidence of insurance, the
Landlord shall produce to the Tenant a copy of the insurance policy and
evidence of the fact that the policy is subsisting and in effect and the
premium paid.
28.6 INSURANCE VALUATIONS
The Tenant shall pay on demand the costs from time to time of any
insurance valuations carried out by or for the Landlord in respect of the
Premises at such periods as the Landlord may reasonably consider
appropriate but which shall not (unless occasioned by the Tenant having
carried out works which would reasonably require an insurance valuation)
occur more frequently than once a year.
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28.7 DAMAGE TO THE BUILDING
If the Building or any part of it shall be damaged or destroyed by any of
the occurrences listed in the definition of "Insured Risks" (regardless
of whether the Landlord has actually insured against them) so as to
render the Premises unfit for use and occupation or inaccessible then:-
28.7.1 save to the extent that payment of the insurance moneys shall be
refused wholly or partly by reason of any act or default of the
Tenant, any undertenant or occupier of any part of the Premises or
any of their respective agents, licensees, invitees or contractors
or any person under the control of any of them; and
28.7.2 subject to the Landlord being able to obtain any necessary
planning permission and all other necessary licences, approvals
and consents, which the Landlord shall use reasonable endeavours
to obtain; and
28.7.3 unless the relevant damage or destruction shall have resulted from
an occurrence which is in fact uninsured and the Landlord shall
prior to the expiry of the period of eighteen (18) months after
the date of such damage or destruction notify the Tenant in
writing that it does not intend to reinstate the Premises and the
Building in which event this Lease may be determined at any time
thereafter with immediate effect by either the Landlord or the
Tenant serving written notice to that effect upon the other.
the Landlord shall with due diligence and speed and, subject to clause
28.7.1 making good any shortfall out of its own monies, reinstate and
rebuild the part of the Building so damaged or destroyed in substantially
the same form as prior to any such damage or destruction being materially
no less commodious or convenient for the Tenant (but not so as to provide
identical accommodation identical in layout if it would not be reasonably
practical to do so) and so that the Landlord may make changes to take
account of modern first class office specifications at the relevant time.
28.8 OPTION TO DETERMINE
If, during the last three (3) years of the Term, the Premises or the
Building shall be so damaged or destroyed by any of the Insured Risks as
to render them substantially unfit for use and occupation or
inaccessible, and if the Landlord does not wish to reinstate or rebuild
them, then (unless the Tenant has either taken steps to renew this Lease
at the expiry of the Term under the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or any
statutory renewal or replacement thereof and is continuing to pursue such
a renewal or has bona fide indicated to the Landlord in writing that it
wishes to negotiate a renewal of this Lease in which case the
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parties shall negotiate the terms of such renewal lease as if (if such be
not the case) the Tenant had been entitled to make and had made an
application for a new tenancy pursuant to such Act) either the Landlord
or the Tenant may determine this Lease by giving to the other not less
than six (6) months' written notice to be given at any time within twelve
(12) months after such damage or destruction but such determination shall
be without prejudice to any claim which the Landlord may have against the
Tenant or any Guarantor or which the Tenant may have against the Landlord
for any previous breach of covenant or sum previously accrued due. If
this Lease shall be so determined, the Landlord shall not be required to
lay out any of the insurance moneys which the parties hereby agree shall
(notwithstanding that the policy shall be in joint names) belong solely
to the Landlord.
28.9 WHERE REINSTATEMENT IS PREVENTED
If following damage or destruction so as to render the Premises
substantially unfit for use and occupation or inaccessible:-
28.9.1 for any reason whatsoever, the Landlord has not commenced (and is
not continuing) reinstating or rebuilding the Building, having
used all reasonable endeavours to obtain all planning permissions,
approvals and consents necessary for such purpose, by the expiry
of a period of two (2) years and six months after the date of the
damage or destruction; or
28.9.2 the Landlord has not completed reinstatement and rebuilding to the
level described as the "Assumed Premises" in Clause 5.1.2 by the
expiry of a period of six (6) years from such date
then either party may, at any time after the expiry of such period of two
(2) years and six months or six (6) years (as the case may be), determine
this Lease by giving written notice to the other but such determination
shall be without prejudice to any claim which any party may have against
any other Provided that such period of six years may be extended by any
period of delay in reinstating caused by Force Majeure and in respect of
which the Landlord shall have notified the Tenant.
28.10 ALLOCATION OF INSURANCE MONIES
Upon determination pursuant to clause 28.9 above the insurance monies
paid to the Landlord insofar as they relate to alterations or
improvements in respect of the Premises (excluding tenant's and trade
fixtures and fittings) carried out by or for the Tenant or funded by the
Tenant or any undertenant shall forthwith be paid by the Landlord to the
Tenant Provided always that the Landlord shall be entitled to such
proportion of the monies which would be
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attributable to the Category A works had the same been carried out in
accordance with the Base Building Definition (as defined in Clause
5.1.2.1).
28.11 PAYMENT OF INSURANCE MONEY REFUSED
If payment of any insurance money is refused as a result of some act or
default of the Tenant, any undertenant or occupier of any part of the
Premises or any of their respective agents, licensees or contractors or
any person under the control of any of them, the Tenant shall pay to the
Landlord, on written demand, the amount so refused with interest on that
amount at the Prescribed Rate from and including the date of such refusal
to the date of payment by the Tenant.
28.12 SUSPENSION OF RENT PAYMENTS
If the Premises or the Building or any means of access thereto or any
part of them shall be damaged or destroyed by any of the Insured Risks so
as to render the Premises unfit for use and occupation or inaccessible,
the Principal Rent, and the Service Charge or a fair proportion of them
according to the nature and extent of the damage sustained, shall be
suspended until the Premises or the Building or the means of access or
the part damaged or destroyed shall be again rendered fit for use and
occupation and accessible or until the expiration of the period of six
years (as extended by any period of delay referred to in clause 28.9
above) from the date of damage (whichever is the earlier). Such
suspension of rent shall not operate to the extent that the insurance has
been vitiated or payment of the policy moneys refused as a result of some
act or default of the Tenant, any undertenant or occupier of any part of
the Premises or any of their respective agents, licensees or contractors
or any person under the control of any of them. Any dispute regarding the
suspension of payment of the Principal Rent or the Service Charge shall
be referred to a single arbitrator to be appointed, in default of
agreement, upon the application of either party, by the President in
accordance with the Arbitration ▇▇▇ ▇▇▇▇.
28.13 BENEFIT OF OTHER INSURANCES
If the Tenant shall become entitled to the benefit of any insurance
covering any part of the Premises which is not effected or maintained in
pursuance of the obligations contained in this Lease, the Tenant shall
apply any money received from such insurance (in so far as it extends) in
making good the loss or damage in respect of which it shall have been
received.
28.14 INSURANCE BECOMING VOID
The Tenant shall not do, or omit to do:-
28.14.1 anything which could cause any policy or policies of insurance
covering the Premises or the Building to become wholly or partly
void or voidable; or
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28.14.2 anything whereby any abnormal or loaded premium may become
payable in respect of such policies, unless the Tenant has
previously notified the Landlord and agreed to pay the increased
premium
28.15 REQUIREMENTS OF INSURERS
The Tenant shall, at all times, comply with any requirements and
recommendations of the insurers of the Building so far as the same are
known by the Tenant.
28.16 NOTICE BY TENANT
The Tenant shall give notice to the Landlord promptly on the happening of
any event or thing which might in the Tenant's reasonable opinion affect
any insurance policy relating to the Premises or the Building.
28.17 NOTING OF TENANT'S INTEREST
The Landlord shall procure that the Tenant's interest is noted on the
insurance policy or policies and shall use all reasonable endeavours to
obtain a letter from the insurers waiving rights of subrogation against
the Tenant.
SECTION 9
DEFAULT OF TENANT AND RIGHTS OF RE-ENTRY
29. DEFAULT OF TENANT
29.1 RE-ENTRY
Without prejudice to any other right, remedy or power contained in this
Lease or otherwise available to the Landlord, on or at any time after the
happening of any of the events mentioned in clause 29.2, the Landlord may
re-enter the Premises or any part of them in the name of the whole, and
the Term shall then end, but without prejudice to any claim which any
party may have against any other for any previous breach of covenant or
sum previously accrued due.
29.2 EVENTS OF DEFAULT
The events referred to in clause 29.1 are the following:-
29.2.1 if the Rents or any part of them shall be unpaid for ten (10)
Working Days after becoming payable (whether formally demanded
or not); or
29.2.2 if any of the covenants by the Tenant contained in this Lease
shall not be performed and observed; or
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29.2.3 if the Tenant, for the time being, and/or the Guarantor (if any)
(being a body corporate):-
29.2.3.1 calls, or a nominee on its behalf calls, a meeting of
any of its creditors; or makes an application to the
Court under Section 425 of the Companies ▇▇▇ ▇▇▇▇; or
submits to any of its creditors a proposal under Part
I of the Insolvency ▇▇▇ ▇▇▇▇; or enters into any
arrangement, scheme, compromise, moratorium or
composition with any of its creditors (whether under
Part I of the Insolvency ▇▇▇ ▇▇▇▇ or otherwise); or
29.2.3.2 has an administrative receiver or a receiver or a
receiver and manager appointed in respect of the
Tenant's or the Guarantor's property or assets or any
part; or
29.2.3.3 resolves or the directors or shareholders resolve to
present a petition for an administration order in
respect of the Tenant or the Guarantor (as the case
may be); or an administrator is appointed; or
29.2.3.4 has a winding-up petition or petition for an
administration order presented against it; or passes
a winding-up resolution (other than a voluntary
winding-up whilst solvent for the purposes of an
amalgamation or reconstruction); or calls a meeting
of its creditors for the purposes of considering a
resolution that it be wound-up voluntarily; or
resolves to present its own winding-up petition; or
is wound-up (whether in England or elsewhere); or has
a liquidator or provisional liquidator appointed; or
29.2.3.5 shall cease for any reason to maintain its corporate
existence; or is struck off the register of
companies; or otherwise ceases to exist; or
29.2.4 if the Tenant, for the time being, and/or the Guarantor (if any)
(being an individual, or if more than one individual, then any
one of them) makes an application to the Court for an interim
order under Part VIII of the Insolvency ▇▇▇ ▇▇▇▇; or convenes a
meeting of, or enters into any arrangement, scheme, compromise,
moratorium or composition with, any of his creditors (whether
under Part VIII of the Insolvency ▇▇▇ ▇▇▇▇ or otherwise); or
has a bankruptcy petition presented against him or is adjudged
bankrupt (whether in England or elsewhere); or has a receiver
appointed in respect of the Tenant's or the Guarantor's property
or assets or any part; or
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29.2.5 if analogous proceedings or events to those referred to in this
clause shall be instituted or occur in relation to the Tenant, for
the time being, and/or the Guarantor (if any) elsewhere than in
the United Kingdom; or
29.2.6 if the Tenant, for the time being, and/or the Guarantor (if any)
suffers any distress or execution to be levied on the Premises
which is not discharged in full within twenty one (21) days after
the levy has been made; or becomes unable to pay its debts as and
when they fall due.
SECTION 10
LANDLORD'S SERVICES AND SERVICES CHARGE
30. LANDLORD'S SERVICES
30.1 PROVISION OF SERVICES
Subject to the Tenant paying the Service Charge unless the same shall be
the subject of a bona fide dispute in which case for the duration of the
dispute this condition shall be deemed to be satisfied, the Landlord
covenants with the Tenant that it shall (during the period while it is
the Landlord, and without liability in respect of any subsequent period)
provide the following services in accordance with the principles of good
estate management and to a standard commensurate with high class offices
in the City of London unless prevented by industrial disputes
unavailability of materials inevitable accident or any other matter
outside the control of the Landlord:-
30.1.1 REPAIRS
To keep the Retained Parts in good repair and condition and in a
good and appropriate state of decoration;
30.1.2 COMMON PARTS
To keep clean and maintained in a proper manner and in a good and
appropriate state of decoration the Common Parts, including their
windows, and any lavatory of which the Tenant has the use, and to
keep them adequately lighted during Business Hours (and during
such additional hours as the Tenant shall request at the sole cost
of the Tenant);
30.1.3 LIFT(S)
During Business Hours, (and during such additional hours as the
Tenant shall request at the sole cost of the Tenant), to provide a
lift service by the operation of all the lifts now installed in
the Building or by such substituted lifts of equal or
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superior quality as the Landlord may, in its reasonable
discretion, from time to time install;
30.1.4 HOT AND COLD WATER
To provide an adequate supply of hot water and cold water to the
wash basins in any lavatory in the Building;
30.1.5 HEATING
30.1.5.1 During Business Hours, (and during such additional
hours as the Tenant shall request at the sole cost of
the Tenant) to provide to the Premises heating to such
temperature as shall be appropriate and for such periods
of the year as shall be necessary; and
30.1.5.2 During Business Hours, (and during such additional
hours as the Tenant shall request at the sole cost of
the Tenant) to provide to the Common Parts heating to
such temperature as shall be appropriate and for such
periods of the year as shall be necessary
30.1.6 AIR CONDITIONING
During Business Hours (and during such additional hours as the
Tenant shall request at the sole cost of the Tenant), to provide
air conditioning to the Premises to such standard as the air
conditioning system was designed to achieve;
30.1.7 STAFF
To employ such staff as the Landlord may reasonably deem necessary
to enable it to provide any of the services in the Building and
for its general management and security;
30.1.8 NAME BOARDS
To provide name boards of such size and design as the Landlord may
reasonably determine in the entrances to the Building and at such
other locations as the Landlord may reasonably consider desirable;
30.1.9 OPEN AREAS
To repair and maintain those parts of the Building which are not
built on, and keep them clear of all rubbish and free from weeds,
and to provide and maintain such Go plants, shrubs, trees or
garden or grassed areas as may be reasonably appropriate, and to
keep them planted, free from weeds and the grass cut.
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30.1.10 COMMON PARTS
To keep the Common Parts appropriately furnished carpeted and
equipped.
30.1.11 EXTERNAL WINDOWS
To clean the outside of all external windows.
30.1.12 LANDSCAPING
To provide and maintain appropriate plants and landscaping in
the Common Parts.
30.1.13 REFUSE BINS
To provide refuse bins and operate a refuse storage and
collection service.
30.1.14 SIGNAGE
To provide signs nameboards and other suitable or necessary
notices in the Common Parts.
30.1.15 WATER AND SEWERAGE
To procure the provision of water and sewerage services to the
Building.
30.1.16 SECURITY AND SAFETY SYSTEMS
To provide operate repair renew clean and maintain:
(a) fire alarms sprinkler fire prevention and fire fighting
equipment and ancillary apparatus; and
(b) appropriate security alarms systems and apparatus (and
to provide appropriate security staff and guards);
(c) appropriate emergency systems.
30.2 VARIATION OF SERVICES
The Landlord may, at its discretion, add to, extend or vary (but not
withhold) from time to time any of the services referred to in this
clause if the Landlord shall reasonably consider it desirable to do so
in accordance with principles of good estate management for the more
efficient management, operation or security of the Building, or for the
comfort of the tenants in the Building.
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30.3 FAILURE BY LANDLORD TO PROVIDE SERVICES
The Landlord shall not be liable to the Tenant in respect of any failure
by the Landlord to perform any of the services referred to in this clause
unless the Landlord knew or ought reasonably to have known of the failure
or the Tenant has given to the Landlord written notice of the failure in
question and the Landlord has failed within a reasonable time to remedy
it.
30.4 EXCLUSION OF LANDLORD'S LIABILITY
The Landlord shall not incur any liability for any failure or
interruption in any of the services to be provided by the Landlord or for
any inconvenience or injury to person or property arising from that
failure or interruption, in either case due to any mechanical breakdown
or any cause or circumstance beyond the control of the Landlord, but the
Landlord shall use reasonable endeavours to cause the service in question
to be reinstated with the minimum of delay.
30.5 EXCLUSION OF LANDLORD'S LIABILITY FOR CONDUITS
The Landlord may subject prior arrangement with the Tenant (except in the
case of emergency) and for the minimum period reasonably necessary take
out of service for repair replacement or modernisation any of the
Conduits and other mechanical and electrical installations serving the
Premises and shall not thereby be liable to the Tenant or to the Tenant's
employees or those claiming through or under the Tenant for such taking
out of service or for the failure or breakdown of any such Conduits or
other mechanical or electrical installations Provided that the Landlord
procures the reinstatement thereof as soon as reasonably possible and
provides temporary alternative Conduits or installations approved by the
Tenant (such approval not to be unreasonably withheld).
30.6 BUSINESS HOURS
During such time as the Property Management Agreement remains in full
force and effect, the obligation to provide certain of the services
referred to in Clause 30.1 during Business Hours only shall not apply and
the Landlord will provide such services in the manner prescribed in
Clause 30.1 at all times.
31. SERVICE CHARGE
31.1 DEFINITIONS
In this Lease:-
31.1.1 "ADVANCE PAYMENT" means the Service Charge Percentage of the
Estimated Expenditure and the total cost reasonably estimated by
the Landlord as the cost of complying with its covenants at
sub-clauses 30.1.5.1 and 30.1.6 or providing the
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services outside Business Hours listed at sub-clause 30.1.2,
30.1.3, 30.1.5.2 and 30.1.6 which shall be based on a budget
prepared by the Landlord and submitted to the Tenant and includes
for the Financial Year in question any revised estimate of the
budget of such costs for that Financial Year which shall be
provided to the Tenant with an explanation of any such revision;
31.1.2 "ESTIMATED EXPENDITURE" means, for any Financial Year during the
Term, such sum as the Landlord may, from time to time, reasonably
specify as being a fair and reasonable estimate of the Expenditure
for the current Financial Year based on a budget prepared by the
Landlord and submitted to the Tenant, and includes, for the
Financial Year in question, any revised budget of the Landlord's
estimate of the Expenditure for that Financial Year which shall be
provided to the Tenant with an explanation of any such revision;
31.1.3 "EXPENDITURE" means the aggregate of all costs, expenses and
outgoings whatsoever incurred by the Landlord in complying with
its covenants under clause 30 (other than sub-clauses 30.1.5.1 and
30.1.6) and in respect of the items set out in SCHEDULE 7, whether
the Landlord is obliged by this Lease to incur them or not but
there shall be deducted from the foregoing any contributions to
such costs, expenses and outgoings recoverable in the relevant
Financial Year under leases or agreements for leases relating to
the Retail Unit.
31.1.4 "FINANCIAL YEAR" means the period from [ o ] in every year to
[preceding day] of the following year, or such other period of
twelve months as the Landlord may reasonably from time to time
determine;
31.1.5 "SERVICE CHARGE" means the aggregate of:-
(a) the Service Charge Percentage of the Expenditure and the
proper costs, expenses and outgoings properly incurred by
the Landlord in complying with its covenants under
sub-clauses 30.1.5.1 and 30.1.6; and
(b) a fair proportion of the proper costs expenses and
outgoings properly incurred by the Landlord in providing to
those tenants of premises within the Building who have
requested the provision by the Landlord of the services
listed at sub-clauses 30.1.2, 30.1.3, 30.1.5 and 30.1.6
outside of Business Hours (such costs expenses and
outgoings hereinafter referred to as the "ADDITIONAL
COSTS") provided that in the event no other tenant of
premises within the Building requests such services
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outside of Business Hours the fair proportion to be borne
by the Tenant in respect of such Additional Costs shall be
one hundred percent (100%);
31.1.6 "SERVICE CHARGE PERCENTAGE" means the figure calculated as follows
(subject to adjustment under this Clause 31):-
X
--- x 100
Y
where:-
X = the Net Internal Area of the Premises;
Y = the aggregate Net Internal Area of Lettable Areas within
the Building used or intended to be used for office
purposes or uses ancillary thereto.
31.1.7 "SERVICE CHARGE COMMENCEMENT DATE" means [ o 199 ];
[NOTE: TO BE CALCULATED IN ACCORDANCE WITH THE AGREEMENT FOR LEASE
: DATE OF POSSESSION]
31.1.8 "PROVISIONAL QUARTERLY SERVICE CHARGE PAYMENT" means (pound)[ ]
31.2 ACCOUNT OF EXPENDITURE
The Landlord shall, as soon as practical after the end of each Financial
Year and in any event within six months, prepare an account showing the
Expenditure and the Additional Costs for that Financial Year and
containing a fair summary of the various items comprising the Expenditure
and the Additional Costs, and such account shall be audited and certified
by an independent chartered or certifying accountant and a copy of it
supplied to the Tenant, it shall be conclusive evidence, for the purposes
of this Lease, of all matters of fact referred to in the account.
31.3 ADVANCE PAYMENT
The Tenant shall pay to the Landlord on account of the Service Charge:-
31.3.1 for the period beginning on the Service Charge Commencement Date
to the end of the Financial Year current at the date of this Lease
the Advance Payment for that Financial Year; and
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31.3.2 for each Financial Year following that current at the date of this
Lease the Advance Payment,
all such payments to be made by equal quarterly payments in advance on
the same dates as the Principal Rent is payable and to be subject to
adjustment if the Estimated Expenditure is revised as contemplated by its
definition or the Additional Costs amount is revised as contemplated, the
first instalment, being a proportion of the Provisional Quarterly Service
Charge Payment for the period beginning on the Service Charge
Commencement Date and ending on the day before the quarter day following
the Service Charge Commencement Date, to be made on [o NOTE: TO BE DEALT
WITH IN THE AGREEMENT FOR LEASE]
31.4 BALANCING PAYMENT
If the Service Charge for any Financial Year:-
31.4.1 shall exceed the Advance Payment for that Financial Year, the
excess shall be paid by the Tenant to the Landlord within ten
working days of written demand; or
31.4.2 shall be less than the Advance Payment for that Financial Year,
the overpayment shall be credited to the Tenant against the next
quarterly payment of the Service Charge, or, if there is none,
refunded to the Tenant within 10 Working Days with interest at
four per cent below the Prescribed Rate.
31.5 OMISSIONS
Any omission by the Landlord to include in the account of the Expenditure
in any Financial Year a sum expended or a liability incurred in that
Financial Year shall not preclude the Landlord from including that sum or
the amount of that liability in the next following Financial Year
31.6 ALTERATION OF SERVICE CHARGE PERCENTAGE
If, at any time during the Term, the Net Internal Area of the Lettable
Areas within the Building used or intended to be used for office purposes
or uses ancillary thereto shall change or any other circumstances shall
arise which make the calculation of the Service Charge Percentage
(whether or not relating to individual items of Expenditure) unreasonable
or inequitable, the Landlord shall be entitled to alter the Service
Charge Percentage to such other percentage as is fair and reasonable in
the circumstances.
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31.7 CONTINUING APPLICATION OF PROVISIONS
This clause shall continue to apply notwithstanding the expiration or
earlier determination of the Term but only in respect of the period down
to such expiration or earlier determination, the Service Charge for that
Financial Year for that period being apportioned on a daily basis.
31.8 RETAIL UNIT
The Landlord covenants that the tenant of the Retail Unit (or if there be
no such tenant the Landlord) shall bear a proper proportion of all
relevant Expenditure and that the Landlord shall provide the Tenant with
all or any matters necessary to explain and calculate such apportionment.
31.9 DISPUTES
If any dispute arises in relation to the amount of the Estimated
Expenditure or the Expenditure or the Service Charge the Tenant shall be
required to pay the amounts requested by the Landlord. If following any
such dispute it is agreed between the parties or determined that the
Service Charge paid by the Tenant on account of any Financial Year is in
excess of the amount agreed or determined to be properly payable by the
Tenant during that Financial Year the Landlord shall repay to the Tenant
or credit against the next payment of Estimated Expenditure the excess
amount together with interest at four per cent below the Prescribed Rate
on such excess amount for the period from the date when the excess was
received by the Landlord until the date of repayment to the Tenant or
credit against the next payment of Estimated Expenditure as appropriate.
SECTION 11
MISCELLANEOUS
32. QUIET ENJOYMENT
The Landlord (in respect of the period during which it is the Landlord,
and without liability in respect of any subsequent period) covenants with
the Tenant that the Tenant, paying the Rents and performing and observing
the covenants on the part of the Tenant contained in this Lease, shall
and may peaceably hold and enjoy the Premises during the Term without any
interruption by the Landlord or any person lawfully claiming through,
under, or in trust for it or by title paramount.
33. RELETTING NOTICES
The Tenant shall permit the Landlord, at all reasonable times during the
last six (6) months of the Term, to enter the Premises and affix and
retain, without interference, on any suitable parts of them (but not so
as to affect the access of light or air to the Premises) notices for
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reletting them and the Tenant shall not remove or obscure such notices
and shall permit all persons with the written authority of the Landlord
to view the Premises at all reasonable hours in the daytime, upon prior
appointment having been made.
34. DISCLOSURE OF INFORMATION
Upon making any application or request in connection with the Premises or
this Lease, the Tenant shall disclose to the Landlord such information
relating to the Premises or the application or request as the Landlord
may reasonably require.
35. INDEMNITY
The Tenant shall keep the Landlord fully indemnified from and against all
actions, proceedings, claims, demands, losses, costs, expenses, damages
and liability arising in any way directly or indirectly out of:-
35.1 any act, omission, neglect or default of the Tenant or any persons
in the Premises expressly or impliedly with the Tenant's authority
which the Tenant knows or ought reasonably to have known would
cause damage to the Landlord's reversion; or
35.2 any breach of any covenant by the Tenant contained in this Lease
subject to the Landlord using all reasonable endeavours to mitigate its
losses.
36. REPRESENTATIONS
The Tenant acknowledges that this Lease has not been entered into in
reliance, wholly or partly, on any statement or representation made by,
or on behalf of, the Landlord, except any such statement or
representation that is expressly set out in this Lease or in the
Agreement for Lease which preceded it or in written replies to enquiries
given by solicitors acting for the Landlord.
37. EFFECT OF WAIVER
Each covenant by the Tenant shall remain in full force even though the
Landlord may have waived or released it temporarily or waived or
released (temporarily or permanently, revocably or irrevocably) a similar
covenant affecting other property belonging to the Landlord.
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38. NOTICES
38.1 NOTICES TO TENANT OR GUARANTOR
Any demand or notice required to be made, given to, or served on, the
Tenant or the Guarantor (if any) under this Lease shall be duly and
validly made, given or served if addressed to the Tenant or the Guarantor
respectively (and, if there shall be more than one of them, then any one
of them) and delivered personally, or sent by pre-paid registered or
recorded delivery mail, or sent by fax addressed (in the case of a
company) to its registered office, or (in the case of a notice to the
Tenant) the Premises and while ▇▇▇▇▇▇▇ ▇▇▇▇▇ International [Restamove
Limited] remains the tenant marked for the attention of The Facilities
Manager.
38.2 NOTICES TO LANDLORD
Any notice required to be given to, or served on, the Landlord shall be
duly and validly given or served if sent by pre-paid registered or
recorded delivery mail, or sent by fax addressed to the Landlord and if
there be more than one of them, then to any one of them at the registered
office of the Landlord (if a company) Provided That if the Landlord be
domiciled or registered outside England and Wales it shall at all times
procure that the Tenant is informed of an address for service in England
and Wales.
39. APPLICABLE LAW AND JURISDICTION
This Lease shall be governed by and construed in all respects in
accordance with the Laws of England and proceedings in connection
therewith shall be subject (and the parties hereby submit) to the
non-exclusive jurisdiction of the English Courts and for the purposes of
Order 10 Rule 3 of the Rules of the Supreme Court of England and any
other Rules thereof the Landlord the Tenant and the Guarantor hereby
irrevocably agree that any process may be served upon them by leaving a
copy addressed to each of them at their respective address stated above
or at such other address for service within England and Wales as may be
notified in writing from time to time to the other provided that such
notification refers expressly to this clause of this Lease.
40. INVALIDITY OF CERTAIN PROVISIONS
If any term of this Lease or the application thereof to any person or
circumstances shall to any extent be invalid or unenforceable the same
shall be severable and the remainder of this Lease or the application of
such term to persons or circumstances other than those as to which it is
held invalid or unenforceable shall not be affected thereby and each term
and provision of this Lease shall be valid and be enforced to the fullest
extent permitted by law
41. GUARANTOR'S COVENANTS
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In consideration of this Lease having been granted at its request, the
Guarantor covenants in the terms contained in SCHEDULE 4.
42. NEW TENANCY
This Lease constitutes a new tenancy for the purposes of the Landlord and
Tenant (Covenants) ▇▇▇ ▇▇▇▇.
43. TENANT'S OPTION TO DETERMINE
If the Tenant shall desire to determine the Term on [o Note: this will be
the date 20 years after Shell & Core Practical Completion] (the "BREAK
DATE") it shall give to the Landlord (time to be of essence) not less
than thirteen months' written notice (a "NOTICE") of such desire expiring
on the relevant Break Date and upon the expiry of the Notice the Term
shall immediately cease and determine subject to:-
43.1 the Tenant having paid in full the Principal Rent and any other sums
properly due and demanded pursuant to this Lease up to and including the
Break Date; and
43.2 there being yielded up all of the office premises within the Building
with vacant possession of the whole of those premises to the Landlord on
the Break Date and at the same time there being determined the Term of
all the other office leases within the Building but without prejudice to
any rights and remedies which may then have accrued to the Landlord or
the Tenant in respect of any antecedent breach of any of the covenants in
this Lease.
44. RETAIL UNIT
44.1 The Landlord shall not use or allow the use of the Retail Unit for the
following uses:
Betting Office
Undertakers
Pet Shop
Hairdressers
Charity Shop
Newsagents
Ticket Agency
Sex Shop
Music Centre
Sale of secondhand goods
Sandwich bar (not extending to operations like Boots)
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Any use involving formal exhibitions open to the public or entertainment
Government department offices visited by members of the public
Sale of food or drink for consumption on the premises or of hot food for
consumption off the premises
PROVIDED THAT Newsagents of the like of ▇▇ ▇▇▇▇▇, Ticket Agencies of the
like of ▇▇▇▇▇▇ ▇▇▇▇ and Music Centres of the like of HMV will be
permitted so long as their proposed level of use of the loading bay is
not so excessive as to unduly ▇▇▇▇▇▇ the Tenant's (or other occupiers of
the offices) use of the loading bay or offices and so long as the
relevant Retail Unit tenant agrees to be bound by the initial rules and
regulations governing use of the loading bay (and any reasonable
replacements) Provided Further that if the Retail Unit is let by way of a
single letting to a Newsagents, Ticket Agency or Music Centre of the type
described above then so long as the relevant Retail Unit tenant agrees to
be bound by the initial rules and regulations governing use of the
loading bay (and any reasonable replacements) and to act reasonably in
relation to such use of the loading bay then such user shall be permitted
44.2 The Landlord shall impose obligations upon (and if so reasonably
requested by the Tenant and at the Tenant's cost take steps to enforce
those obligations) the occupiers of the Retail Unit requiring that they
shall
44.2.1 at all times maintain a high quality display in the windows of the
Retail Unit
44.2.2 cover no more than 15% of the windows (other than those required
to be obscured pursuant to the Lease) with trade placards, posters
or advertisements
44.2.3 not wilfully to do anything within the Retail Unit which would be
likely to be a nuisance or cause damage to the Tenant
44.2.4 ensure that no music or machinery noise can be heard outside the
Retail Unit
44.2.5 not deposit rubbish outside the Building
44.2.6 not to erect any external additions to the Retail Unit other than
shop fascia approved by the planning authority and signage and
projections approved by the Tenant (such approval not to be
unreasonably withheld)
44.3 The Landlord shall not allow the use of the Retail Unit for any use other
than retail sales and ancillary uses (including storage) and not for the
sale of food or drink for consumption
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on the premises or of hot food for consumption off the premises save that
the basement may be used as a high class winebar subject to compliance
with the following conditions
44.3.1 The operator of the winebar shall have no right to use the loading
bay at the Building otherwise than at specified times (if any)
confirmed by the Tenant
44.3.2 The proposed access for deliveries to the winebar, the method of
providing kitchen extracts and exhausts, the method of managing
smells and noise, how public access would be given and all matters
relating to fire precautions, safety and security shall all be
approved by the Tenant such approval not to be unreasonably
withheld
45. SIGNAGE ON TILE BUILDING
During such period as the Property Management Agreement remains in full
force and effect the Landlord shall not affix or display on any exterior
part of the Building any placard plate sign ▇▇▇▇ board writing notice or
advertisement or erect any aerial mast or flagpole in upon the Building
which materially affects the appearance of the Building nor place on the
frontage of the Building any nameplate or fascia other than in a form
approved by the Tenant such approval not to be unreasonably withheld or
delayed.
46. RETAIL UNIT OPAQUE COVERING
The Landlord shall procure that no placard sign board writing notice
advertisement nameplate or fascia shall be placed on the area shown edged
turquoise on Plan 3 (the "retail frontage") so as to be visible from the
office entrance and that such retail frontage shall at all times be
covered by an opaque covering so that the interior of the Retail Unit is
not visible.
IN WITNESS whereof this Deed has been executed by the parties and is intended to
be and is hereby delivered on the date first written above.
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SCHEDULE 1
EXCEPTIONS AND RESERVATIONS
1. There are excepted and reserved to the Landlord and the owners, tenants
and occupiers of the Building and all other persons authorised by the
Landlord or having similar rights:-
1.1 the right to the passage connection and running of (i) the Conduits and
(ii) the Utilities through any relevant Conduits which (in either case)
are now, or may at any time be in, under, or over the Premises other than
those within or exclusively serving the Premises;
1.2 the right to install, retain and use ducting, trunking and associated
louvres or extract systems through the Structure serving ventilation,
plant and to intake and expel fumes through such ducting, trunking and
associated equipment.
1.3 the right to maintain connections or (if necessary) to connect (a)
appropriate Conduits to any communication equipment provided for the use
of the tenants of all Lettable Areas by the Landlord which are now or may
be at any time in under or over the Premises (b) to any sprinkler system
which is now or may at any time be in under or over the Premises serving
the Premises in common with other Lettable Areas (c) to any fire alarm
system within the Premises (d) to any soil and vent pipe and any
associated drains and sewers which are now or may be in under or over the
Premises and provided by the Landlord for use by occupiers of the
Lettable Areas;
1.4 the right subject to compliance with Clause 3.10 to enter the Premises in
order to:-
1.4.1 inspect, clean, maintain, repair, connect, remove, lay, renew,
relay, replace, alter or execute any works whatsoever to, or in
connection with, any of the Conduits or any other services;
1.4.2 execute repairs, decorations, alterations or any other works, and
to make installations to the Premises, the Building or to any
Adjoining Property;
1.4.3 repair or maintain the atrium and clean any interior windows of
any atrium; or
1.4.4 do anything which the Landlord may do or covenants to do under
this Lease;
1.5 the right to erect scaffolding for the purpose of repairing or cleaning
the Building, or in connection with the exercise of any of the rights
mentioned in this Schedule even though
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such scaffolding may temporarily restrict the access to, or enjoyment or
use of, the Premises;
1.6 any rights of support, protection and shelter or other easements and
rights now, belonging to, or enjoyed by, other parts of the Building;
1.7 full right and liberty at any time after the date of this Lease to raise
the height of, or make any alterations or additions or execute any other
works to the Building or any buildings on any Adjoining Property, or to
erect any new buildings of any height on any Adjoining Property in such
manner as the Landlord or the person exercising the right shall think fit
and even though they may obstruct, affect or interfere with the passage
of light and air to the Premises, but not so that the Tenant's use and
occupation of them is materially affected;
1.8 subject to Clause 45 the right to affix or display on any exterior part
of the Building any placard plate sign ▇▇▇▇ board writing notice or
advertisement and to erect any pipe wire aerial mast or other apparatus
whatsoever in or upon the Building or any part thereof and to place on
the frontage of the Building name plates or fascia
2. Any rights or easements excepted and reserved in paragraph 1 over
anything which is not in being at the date of this Lease shall be
effective only in relation to any such thing which comes into being
before the expiry of eighty (80) years from today, which shall be the
perpetuity period applicable to this Lease.
______________
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SCHEDULE 2
RIGHTS GRANTED
1. Subject to any existing or future reasonable regulations made by the
Landlord and to any temporary interruption for repairs, alterations or
replacements, the right for the Tenant and all persons expressly or by
implication authorised by the Tenant (in common with the Landlord and all
persons having a similar right) to use the Common Parts for all proper
purposes in connection with the use and enjoyment of the Premises.
2. Subject to any temporary interruption for repairs, alterations or
replacements, the right to the passage of any of the Utilities to and
from the Premises through any relevant Conduits and the right subject to
the provisions of Clause 3.10 to connect into such Conduits which are now
or (within a period of 80 years after the date of this Lease) may be in,
under, or over any other part of the Building, in each case so far as any
of the same are necessary for the reasonable use and enjoyment of the
Premises;
3. The right of support and protection from all other parts of the Building
as is now enjoyed by the Premises;
4. The right for the Tenant or other permitted occupier to have displayed on
any name board provided by the Landlord in the main and other entrances
to the Building the name and location within the Building of the offices
of the Tenant or other permitted occupier and to have its name displayed
on a sign in the house style of the Tenant or other permitted occupier in
the lift lobby of each floor of the Premises;
5. The right to use that part of the Building so designated by the Landlord
for the deposit of all rubbish and refuse in proper receptacles for
collection by or on behalf of the local authority
6. The exclusive right to use the floor of the Atrium for such reasonable
purposes as the Tenant may require including use as a seating area for a
staff restaurant and/or the installation of accommodation staircases and
the right to hang artwork appropriate for high class offices in the
Atrium (including suspending such artwork from the roof of the Atrium).
7. The right to enter any other parts of the Building at all reasonable
times and (except in case of emergency) upon reasonable notice for the
purpose of inspecting maintaining cleaning repairing renewing and
replacing any Conduits and connections thereto which exclusively
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serve the Premises (and to exercise any of the rights hereby granted or
to comply with its obligations hereunder (including suspending such
artwork from the roof of the Atrium).
8. The right in common with other occupiers of the Building to install
maintain inspect repair renew and replace plant and equipment on the roof
of the Building in such locations as the Tenant may reasonably require
together with all necessary rights of access thereto.
9. The exclusive right (save for access needed by the Landlord for
maintenance and services) to use the roof areas/balconies edged and
hatched yellow on the plans for any reasonable purpose ancillary to the
Tenant's use of the Premises, but not to carry out any additions or
alterations to such areas without the Landlord's prior written consent,
not to be unreasonably withheld.
10. The exclusive right to use the risers shown coloured [ o ] on Plan [ o ].
[NOTE: BASEMENT TO FOURTH FLOOR LEASE ONLY] [NOTE: PLAN TO BE AGREED
PURSUANT TO PROVISIONS IN AGREEMENT FOR LEASE]
11. The right to install inspect renew repair maintain and use bridge and
tunnel links to Peterborough Court constructed in accordance with the
provisions of the [o Tunnel and Bridges Agreement] or such other bridge
or tunnel links to Peterborough Court as the Landlord may approve such
approval not to be unreasonably withheld.
12. The right to install and connect to new or existing Conduits above or
below ground level and where necessary to make holes in floor slabs or
the Structure to do so and to retain Conduits in or under or over the
Retained Parts.
13. The right subject to obtaining the Landlord's prior consent such consent
not to be unreasonably withheld to infill one or more floors of either or
both of the atria and to use the same as if it had been part of the
original demise of the relevant floor.
14. The right to make openings in the slab in the soft spots shown coloured
[ o ] on plan [ o ] to use the same for purposes connected to the
Tenant's use and occupation of the Premises including the creation of
accommodation staircases.
[NOTE: TO BE DEALT WITH AS PART OF TRAIL PROCESS UNDER AGREEMENT FOR
LEASE]
15. The right to make openings in and alterations to the floor slabs the roof
slabs and the Retained Parts of the Building to link services and/or to
create accommodation staircases between the Premises and/or the roof
and/or other floors of the Building and to link services
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and/or to provide accommodation staircases between different floors
comprised within the Premises and/or to facilitate alterations being
carried out to the Premises.
16. The exclusive right to park 34 motor cars in the basement car park of the
Building provided it is acknowledged that the areas shown hatched [ o ]
on plan [ o ] are occupied by plant.
[NOTE: PLAN TO SHOW ANY SUCH AREAS UPON GRANT OF LEASE]
__________
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SCHEDULE 3
USE RESTRICTIONS
1. DANGEROUS MATERIALS AND USE OF MACHINERY
The Tenant shall not:-
1.1 bring into the Building or keep in the Premises any article or
thing which is or may become combustible, dangerous, explosive,
inflammable, offensive or radioactive, or which might increase the
risk of fire or explosion, other than usual office supplies and
equipment and reasonable quantities of oil required for the
operation of any boiler, plant, machinery, equipment and apparatus
which shall be stored in accordance with the requirements of any
statute affecting the Premises and of any insurer of them;
1.2 keep or operate in the Premises any machinery which is unduly
noisy or causes vibration, or which is likely to annoy or disturb
any owner or occupier of the Building.
2. OVERLOADING FLOORS AND SERVICES
The Tenant shall not:-
2.1 overload the floors of the Premises or the Building nor suspend
any excessive weight from any ceiling, roof, stanchion, structure
or wall of the Building nor overload any Utility in or serving it;
2.2 do anything which may subject the Premises or the Building to any
strain beyond that which they are designed to bear (with due
margin for safety);
2.3 exceed the weight limits prescribed for any lift in the Building;
2.4 overload any plant and equipment beyond any design level which it
is intended to bear.
3. DISCHARGES INTO CONDUITS
The Tenant shall not discharge into any Conduit any oil or grease or any
noxious or deleterious effluent or substance which may cause an
obstruction or might be or become a source of danger, or which might
damage any Conduit or the drainage system of the Building or any
Adjoining Property.
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4. DISPOSAL OF REFUSE
The Tenant shall not deposit on any part of the Premises any refuse,
rubbish or trade empties of any kind other than in proper receptacles,
and shall not burn any refuse or rubbish on the Premises.
5. OBSTRUCTION OF COMMON AREAS
The Tenant shall not do anything as a result of which the Common Parts or
other area over which the Tenant may have rights of access or use may be
damaged, or their fair use by others may be obstructed in any way and
shall not park any vehicle on any road or open area forming part of the
Building other than in any approved parking or loading/unloading area.
6. PROHIBITED USES
The Tenant shall not use or permit the use of the Premises for any public
or political meeting, or public exhibition or public entertainment, show
or spectacle; or for any dangerous, noisy, noxious or offensive business,
occupation or trade; or for any illegal or immoral purpose; or for
residential purposes; or for betting, gambling, gaming or wagering; or as
a betting office; or as a club; or for the sale of any beer, wines or
spirits; or for any auction or as an undertakers.
7. NUISANCE
The Tenant shall not:-
7.1 do anything in the Premises or the Building which may be or become
a nuisance to, the Landlord or any other tenant or occupier in the
Building or any owner or occupier of any Adjoining Property;
7.2 play any musical instrument, or use any loudspeaker, radio, tape
recorder, record or compact disc player or similar apparatus in
such a manner as to be audible outside the Premises;
7.3 place outside the Premises or in the Common Parts or expose from
any window of the Premises any articles, goods or things of any
kind.
__________
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SCHEDULE 4
COVENANTS BY GUARANTOR
1. COVENANTS AND INDEMNITY BY GUARANTOR
The Guarantor:-
1.1 covenants with the Landlord, as a primary obligation, that the
Tenant (in this Schedule meaning ▇▇▇▇▇▇▇ ▇▇▇▇▇ International only)
shall, at all times during the Term (including any continuation or
renewal or extension of this Lease) or (if earlier) until the
Tenant is released pursuant to the 1995 Act, duly perform and
observe all the covenants on the part of the Tenant contained in
this Lease, including the payment of the Rents and all other sums
payable under this Lease in the manner and at the times specified
in this Lease; and
1.2 (but not so as to provide the Landlord with a greater claim than
it would have enjoyed in such circumstances if the Guarantor had
been the Tenant) indemnifies, as a primary obligation, the
Landlord against all claims, demands, losses, damages, liability,
costs, fees and expenses whatsoever sustained by the Landlord by
reason of or arising in any way directly or indirectly out of any
default by the Tenant in the performance and observance of any of
its obligations or the payment of any rent and other sums.
2. WAIVER BY GUARANTOR
The Guarantor waives any right to require the Landlord to proceed against
the Tenant before proceeding against the Guarantor.
3. POSTPONEMENT OF CLAIMS BY GUARANTOR AGAINST TENANT
The Guarantor further covenants with the Landlord that the Guarantor
shall:-
3.1 not claim in any liquidation, bankruptcy, composition or
arrangement of the Tenant in competition with the Landlord;
3.2 not exercise any right or remedy in respect of any amount paid or
any liability incurred by the Guarantor in performing or
discharging its obligations contained in this Schedule, or claim
any contribution from any other guarantor.
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4. POSTPONEMENT OF PARTICIPATION BY GUARANTOR IN SECURITY
The Guarantor shall not be entitled to participate in any security held
by the Landlord in respect of the Tenant's obligations to the Landlord
under this Lease or to stand in the place of the Landlord in respect of
any such security until all the obligations of the Tenant or the
Guarantor to the Landlord under this Lease have been performed or
discharged.
5. NO RELEASE OF GUARANTOR
None of the following, or any combination of them, shall release,
determine, discharge or in any way lessen or affect the liability of the
Guarantor as principal obligor under this Lease or otherwise prejudice or
affect the right of the Landlord to recover from the Guarantor to the
full extent of this guarantee:-
5.1 any neglect, delay or forbearance of the Landlord in endeavouring
to obtain payment of the Rents or the amounts required to be paid
by the Tenant or in enforcing the performance or observance of any
of the obligations of the Tenant under this Lease;
5.2 any refusal by the Landlord to accept rent tendered by or on
behalf of the Tenant at a time when the Landlord was entitled (or
would after the service of a notice under Section 146 of the Law
of Property ▇▇▇ ▇▇▇▇ have been entitled) to re-enter the Premises;
5.3 any extension of time given by the Landlord to the Tenant;
5.4 any reviews of the rent payable under this Lease and (subject to
Section 18 of the ▇▇▇▇ ▇▇▇) any variation of the terms of this
Lease or the transfer of the Landlord's reversion or the
assignment of this Lease;
5.5 any change in the constitution, structure or powers of either the
Tenant, the Guarantor or the Landlord or the liquidation,
administration or bankruptcy or analogous matters (as the case may
be) of either the Tenant or the Guarantor;
5.6 any legal limitation, or any immunity, disability or incapacity of
the Tenant (whether or not known to the Landlord) or the fact that
any dealings with the Landlord by the Tenant may be outside, or in
excess of, the powers of the Tenant;
5.7 (without prejudice to the generality of the foregoing and so as to
reflect the express intentions of the parties to this Lease) any
other deed, act, omission, failure, matter or thing whatsoever as
a result of which, but for this provision, the
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Guarantor would be exonerated either wholly or partly (other than
a release executed and delivered as a deed by the Landlord) but so
that this sub-clause 5.7 shall not provide the Landlord with a
greater claim than it would have enjoyed in such circumstances if
the Guarantor had been the Tenant.
6. DISCLAIMER OR FORFEITURE OF LEASE
The Guarantor further covenants with the Landlord that:-
6.1 if the Crown or a liquidator or trustee in bankruptcy or analogous
person shall disclaim or surrender this Lease or take any
analogous action; or
6.2 if this Lease shall be forfeited; or
6.3 if the Tenant for the time being shall cease to exist
the Guarantor shall, if the Landlord by notice in writing given to the
Guarantor within six (6) months after such disclaimer or other event so
requires, accept from, and execute and deliver to, the Landlord a
counterpart of a new lease of the Premises for a term commencing on the
date of the disclaimer or other event and continuing for the residue then
remaining unexpired of the Term, such new lease to be at the cost of the
Guarantor and to be at the same Rents and subject to the same covenants
and provisions as are contained in this Lease.
7. GUARANTOR TO PAY SUM EQUAL TO RENTS
If the Landlord shall not require the Guarantor to take a new lease
pursuant to paragraph 8, the Guarantor shall nevertheless upon demand pay
to the Landlord a sum equal to the Rents and other sums that would have
been payable under this Lease but for the disclaimer or other event in
respect of the period from and including the date of such disclaimer or
other event until the expiration of six (6) months from such date or
until the Landlord shall have granted a lease of the Premises to a third
party (whichever shall occur first).
8. GUARANTOR TO JOIN IN AUTHORISED GUARANTEE AGREEMENT
The Guarantor covenants with the Landlord, and as a separate covenant
with the Tenant, that the Guarantor will join in, and execute and deliver
to the Landlord, any Deed which the Tenant is required to execute and
deliver to the Landlord pursuant to clause 19.4, so as to give the
covenants on the part of the Guarantor therein contained.
9. The Guarantor may not assign its rights nor delegate its obligations
under this Guarantee, in whole or in part, without the prior written
consent of the Landlord, and any purported assignment or delegation
absent such consent is void, except for an assignment and
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delegation of all of the Guarantor's rights and obligations hereunder in
whatever form the Guarantor determines may be appropriate to a
partnership, corporation, trust or other organisation in whatever form
(the "Successor") that succeeds to all or substantially all of the
Guarantor's assets and business and that assumes such obligations by
contract, operation of law or otherwise. Upon any such delegation and
assumption of obligations, and subject to the Landlord having received in
a form reasonably satisfactory to the Landlord, a deed executed by the
Successor (accompanied by a legal opinion from a reputable firm of
lawyers confirming due execution) confirming to the Landlord that the
Successor assumes all obligations of the Guarantor under the Agreement
for Lease, whether by operation of law or by virtue of such deed, the
Guarantor shall be relieved of and fully discharged from all obligations
hereunder, whether such obligations arose before or after such delegation
and assumption.
__________
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SCHEDULE 5
AUTHORISED GUARANTEE AGREEMENT TO BE GIVEN BY
TENANT/UNDERTENANT PURSUANT TO CLAUSES 19.4 AND 20.12.2
THIS DEED is made the day of 19
BETWEEN:-
(1) [ ] whose registered office is at
[ ] (registered number: ) (the "TENANT")
[and]
(2) [ ] whose registered office is at
[ ] (registered number: ) (the "LANDLORD")
[and
(3) [ ] whose registered office is at [ ]
(registered number: ) (the "GUARANTOR")]
WHEREAS:
(A) This Agreement is made pursuant to the lease/underlease briefly described
in Schedule 1 (the "LEASE"/"UNDERLEASE") which expression shall include
(where the context so admits) all deeds and documents supplemental to the
said lease/underlease (whether expressed to be so or not) relating to the
Premises briefly described in Schedule 2 (the "PREMISES").
(B) The Tenant/Undertenant holds the Premises under the Lease/Underlease and
wishes to assign the Lease/Underlease to the prospective assignee briefly
described in Schedule 3 (the "ASSIGNEE"), and pursuant to the
Lease/Underlease the consent of the Landlord/of the Landlord and of the
Tenant is required to such assignment (the "ASSIGNMENT") and such consent
is/consents are given subject to a condition that the Tenant/Undertenant
is to enter into a Deed in the form of this Deed [and pursuant to
[paragraph [___] of Schedule [_____]/Clause [ ] to/of the Lease/Licence
to Assign/Licence to Underlet made the ___ day of _______ 199_ between
(1) [the Landlord] (2) [the Tenant] and (3) the Guarantor the Guarantor
has agreed to enter into this Deed].
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NOW THIS DEED WITNESSES as follows:-
1. AUTHORISED GUARANTEE
Pursuant to the said condition the Tenant/Undertenant covenants with the
Landlord,/with the Landlord, and separately with the Tenant, as a primary
obligation [in each case], that the Assignee or the Tenant/Undertenant
shall, at all times during the period (the "GUARANTEE PERIOD") from the
completion of the Assignment until the Assignee shall have ceased to be
bound by the TENANT COVENANTS (which in this Deed shall have the meaning
attributed thereto by section 28(1) of the Landlord and Tenant
(Covenants) ▇▇▇ ▇▇▇▇ (the "1995 ACT")) contained in the Lease/Underlease
(including the payment of the rents and all other sums payable under the
Lease/Underlease in the manner and at the times specified in the
Lease/Underlease), duly perform and observe the tenant covenants.
2. TENANT'S/UNDERTENANT'S LIABILITY
2.1 The Tenant/Undertenant agrees that the Landlord [and the Tenant], in the
enforcement of its [their respective] rights under this Deed, may proceed
against the Tenant/Undertenant as if the Tenant/Undertenant were the sole
or principal debtor in respect of the tenant covenant in question.
2.2 For the avoidance of doubt, notwithstanding the termination of the
Guarantee Period the Tenant/Undertenant shall remain liable under this
Deed in respect of any liabilities which may have accrued prior to such
termination.
2.3 For the avoidance of doubt the Tenant/Undertenant shall be liable under
this Deed for any costs and expenses incurred by the Landlord in
enforcing the Tenant's/Undertenant's obligations hereunder.
3. DISCLAIMER OF LEASE
[3.1] The Tenant/Undertenant further covenants with the Landlord [and
separately with the Tenant], that if the Crown or a liquidator or trustee
in bankruptcy shall disclaim the Lease/Underlease during the Guarantee
Period the Tenant/Undertenant shall, if the Landlord/Tenant by notice in
writing given to the Tenant/Undertenant within six (6) months after such
disclaimer so requires, accept from, and execute and deliver to, the
Landlord/Tenant a counterpart of a new lease/underlease of the Premises
for a term commencing on the date of the disclaimer and continuing for
the residue then remaining unexpired of the term of the Lease/Underlease,
such new lease/underlease to be at the same rents and subject to the same
covenants and provisions as are contained in the Lease/Underlease.
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4. SUPPLEMENTARY PROVISIONS
By way of provision incidental or supplementary to Clauses 1, 2 and 3
hereof:-
4.1 POSTPONEMENT OF CLAIMS BY TENANT
The Tenant/Undertenant further covenants with the Landlord [and
separately with the Tenant] that the Tenant/Undertenant shall:-
4.1.1 not claim in any liquidation, bankruptcy, composition or
arrangement of the Assignee in competition with the Landlord [or
the Tenant] and shall remit to the Landlord [Tenant, or if and to
the extent that the Landlord may be entitled to the same, the
Landlord] the proceeds of all judgments and all distributions it
may receive from any liquidator, trustee in bankruptcy or
supervisor of the Assignee; and
4.1.2 not exercise any right or remedy in respect of any amount paid or
any liability incurred by the Tenant/Undertenant in performing or
discharging its obligations contained in this Deed, or claim any
contribution from any other guarantor.
4.2 POSTPONEMENT OF PARTICIPATION BY TENANT/UNDERTENANT IN SECURITY
The Tenant/Undertenant shall not be entitled to participate in any
security held by the Landlord/Tenant in respect of the Assignee's
obligations to the Landlord/Tenant under the Lease/Underlease or to stand
in the place of the Landlord/Tenant in respect of any such security until
all the obligations of the Tenant/Undertenant or the Assignee to the
Landlord/Tenant under the Lease/Underlease have been performed or
discharged.
4.3 NO RELEASE OF TENANT/UNDERTENANT
None of the following, or any combination of them, shall release,
determine, discharge or in any way lessen or affect the liability of the
Tenant/Undertenant as principal obligor under this Deed or otherwise
prejudice or affect the right of the [Tenant or of the Landlord] Landlord
to recover from the Tenant/Undertenant to the full extent of this
guarantee:-
4.3.1 any neglect, delay or forbearance of the [Tenant or the] Landlord
in endeavouring to obtain payment of any rents or other amounts
required to be paid by the Assignee or in enforcing the
performance or observance of any of the obligations of the
Assignee under the Lease/Underlease;
4.3.2 any refusal by the Landlord [Tenant or (where applicable) the
Landlord] to accept rent tendered by or on behalf of the Assignee
at a time when the Landlord [Tenant or (as the case may be) the
Landlord] was entitled (or would after the service of
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a notice under Section 146 of the Law of Property ▇▇▇ ▇▇▇▇ have
been entitled) to re-enter the Premises;
4.3.3 any extension of time given by the Landlord [Tenant or the
Landlord] to the Assignee;
4.3.4 any reviews of the rent payable under the Lease/Underlease and
(subject to Section 18 of the ▇▇▇▇ ▇▇▇) any variation of the terms
of the Lease/Underlease or the transfer of the Landlord's
[Landlord's or the Tenant's] reversion;
4.3.5 any change in the constitution, structure or powers of the
Tenant/Undertenant, the Tenant, the Assignee or the Landlord or
the liquidation, administration or bankruptcy (as the case may be)
of either the Tenant/the Undertenant, the Tenant or the Assignee;
4.3.6 any legal limitation, or any immunity, disability or incapacity of
the Assignee (whether or not known to the Landlord [Tenant or the
Landlord]) or the fact that any dealings with the Landlord [Tenant
or the Landlord] by the Assignee may be outside, or in excess of,
the powers of the Assignee;
4.3.7 any other deed, act, omission, failure, matter or thing whatsoever
as a result of which, but for this provision, the
Tenant/Undertenant would be exonerated either wholly or partly
(other than a release executed and delivered as a deed by the
Landlord/Tenant (or, where applicable, the Landlord) or a release
effected by virtue of the 1995 Act).
4.4 COSTS OF NEW LEASE
The Landlord's/Tenant's reasonable costs in connection with any new
lease/underlease granted pursuant to Clause 3 of this Deed shall be borne
by the Tenant/Undertenant and paid to the Landlord/Tenant (together with
Value Added Tax thereon) upon completion of such new lease/underlease.
[5. GUARANTEE
[Note: See the Guarantor's covenants in the Lease (or Licence to Assign)
as to the Guarantor's obligation to enter into the Authorised Guarantee
Agreement.]
5.1 COVENANT AND INDEMNITY BY GUARANTOR
The Guarantor:-
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5.1.1 covenants with the Landlord, [and separately with the Tenant] as a
primary obligation, that the Tenant/Undertenant or the Guarantor
shall, so long as the Tenant/Undertenant shall be liable for
performance and observance of the same, duly perform and observe
all the covenants on the part of the Tenant/Undertenant contained
in this Deed;
5.1.2 (but not so as to provide the Landlord with a greater claim than
it would have enjoyed in such circumstances if the Guarantor had
been the Tenant) indemnifies, as a primary obligation, the
Landlord [and separately with the Tenant] against all claims,
demands, losses, damages, liability, costs, fees and expenses
whatsoever sustained by the Landlord [or the Tenant] by reason of
or arising in any way directly or indirectly out of any default by
the Tenant/Undertenant in the performance and observance of any of
such obligations (including but without limitation any costs and
expenses incurred by the Landlord [and/or the Tenant] in enforcing
the Tenant's/Undertenant's and/or the Guarantor's obligations
hereunder).
5.2 WAIVER BY GUARANTOR
The Guarantor waives any right to require the Landlord [or the Tenant] to
proceed against the Tenant/Undertenant or to pursue any other remedy
whatsoever which may be available to the Landlord [or the Tenant] before
proceeding against the Guarantor.
5.3 POSTPONEMENT OF CLAIMS BY GUARANTOR AGAINST TENANT/UNDERTENANT
The Guarantor further covenants with the Landlord [and separately with
the Tenant] that the Guarantor shall:-
5.3.1 not claim in any liquidation, bankruptcy, composition or
arrangement of the Tenant/Undertenant in competition with the
Landlord [and the Tenant] and shall remit to the Landlord/Tenant
the proceeds of all judgments and all distributions it may receive
from any liquidator, trustee in bankruptcy or supervisor of the
Tenant/Undertenant;
5.3.2 not exercise any right or remedy in respect of any amount paid or
any liability incurred by the Guarantor in performing or
discharging its obligations contained in this Deed, or claim any
contribution from any other guarantor.
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5.4 POSTPONEMENT OF PARTICIPATION BY GUARANTOR IN SECURITY
The Guarantor shall not be entitled to participate in any security held
by the Landlord/Undertenant in respect of the Tenant's obligations to the
Landlord under this Deed/Assignee's obligations to the Tenant under the
Underlease or to stand in the place of the Landlord/Undertenant in
respect of any such security until all the obligations of the
Tenant/Undertenant or the Guarantor to the Landlord under this Deed have
been performed or discharged.
5.5 NO RELEASE OF GUARANTOR
None of the following, or any combination of them, shall release,
determine, discharge or in any way lessen or affect the liability of the
Guarantor as principal obligor under this Deed or otherwise prejudice or
affect the right of the Landlord/Tenant or of the Landlord to recover
from the Guarantor to the full extent of this guarantee:-
5.5.1 any neglect, delay or forbearance of the Landlord/Tenant or the
Landlord in endeavouring to obtain payment of the Rents or the
amounts required to be paid by the Tenant/Assignee or the
Undertenant or in enforcing the performance or observance of any
of the obligations of the Tenant/Undertenant under this Deed;
5.5.2 any refusal by the Landlord/Tenant or (where applicable) the
Landlord to accept rent tendered by or on behalf of the
Tenant/Assignee or the Undertenant at a time when the
Landlord/Tenant or (as the case may be) the Landlord was entitled
(or would after the service of a notice under Section 146 of the
Law of Property ▇▇▇ ▇▇▇▇ have been entitled) to re-enter the
Premises;
5.5.3 any extension of time given by the Landlord to the Tenant/by the
Tenant or the Landlord to the Assignee or the Undertenant;
5.5.4 any reviews of the rent payable under the Lease/Underlease and
(subject to Section 18 of the ▇▇▇▇ ▇▇▇) any variation of the terms
of this Deed or of the Lease/Underlease or the transfer of the
Landlord's reversion [or the Tenant's reversion];
5.5.5 any change in the constitution, structure or powers of [the
Undertenant,] the Tenant, [the Assignee,] the Guarantor or the
Landlord or the liquidation, administration or bankruptcy (as the
case may be) of either [the Undertenant,] the Tenant[, the
Assignee] or the Guarantor;
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5.5.6 any legal limitation, or any immunity, disability or incapacity of
the Tenant/Undertenant (whether or not known to the Landlord [or
the Tenant]) or the fact that any dealings with the Landlord [or
the Tenant] by the Tenant/Undertenant may be outside, or in excess
of, the powers of the Tenant/Undertenant;
5.5.7 any other deed, act, omission, failure, matter or thing whatsoever
as a result of which, but for this provision, the Guarantor would
be exonerated either wholly or partly (other than a release
executed and delivered as a deed by the Landlord [the Tenant (or,
where applicable, the Landlord)] or a release effected by virtue
of the ▇▇▇▇ ▇▇▇) but so that this sub-clause 5.5 shall not provide
the Landlord with a greater claim than it would have enjoyed in
such circumstances if the Guarantor had been the Tenant.
5.6 SUCCESSOR GUARANTOR
The Guarantor may not assign its rights nor delegate its obligations
under this Guarantee, in whole or in part, without the prior written
consent of the Landlord, and any purported assignment or delegation
absent such consent is void, except for an assignment and delegation of
all the Guarantor's rights and obligations hereunder in whatever form the
Guarantor determines may be appropriate to a partnership, corporation,
trust or other organisation in whatever form (the "Successor") that
succeeds to all or substantially all of the Guarantor's assets and
business and that assumes such obligations by contract, operation of law
or otherwise. Upon any such delegation and assumption of obligations, and
subject to the Landlord having received in a form reasonably satisfactory
to the Landlord, a deed executed by the Successor (accompanied by a legal
opinion from a reputable firm of lawyers confirming due execution)
confirming to the Landlord that the Successor assumes all obligations of
the Guarantor under this Agreement whether by operation of law or by
virtue of such deed, the Guarantor shall be relieved of and fully
discharged from all obligations hereunder, whether such obligations arose
before or after such delegation and assumption.
6. GUARANTOR TO JOIN IN NEW LEASE
If the Tenant/Undertenant shall be required to take up a new
lease/underlease pursuant to Clause 3 of this Deed, the Guarantor shall
join in, and execute and deliver to the Landlord/Tenant a counterpart of,
such new lease/underlease in order to guarantee the obligations of the
Tenant/Undertenant thereunder in the terms of Schedule [__] to the
Lease/Underlease.]
- 81 -
91
IN WITNESS whereof this deed has been executed by the Tenant/Undertenant [and
the Guarantor] and is intended to be and is hereby delivered on the date first
above written.
- 82 -
92
SCHEDULE 1
THE LEASE
Date:
Parties:
- 83 -
93
SCHEDULE 2
THE PREMISES
- 84 -
94
SCHEDULE 3
THE ASSIGNEE
Name:
Registered Office:
Registered Number:
- 85 -
95
SCHEDULE 6
DEEDS AND DOCUMENTS CONTAINING MATTERS
TO WHICH THE PREMISES ARE SUBJECT
1. All documents contained and referred to in the Property and Charges
Register of Title Number NGL 729721 as shown on office copies dated 10
March 1998.
2. [o List documents to be entered into pursuant to clauses 24.3, 24.4 and
24.5 of the Agreement for Lease.]
- 86 -
96
SCHEDULE 7
ITEMS OF EXPENDITURE AS REFERRED TO IN CLAUSE 31
1. REPAIRS AND MAINTENANCE
1.1 Repairing, maintaining, decorating and (where appropriate) cleaning,
lighting, heating, servicing and (and as often as may be reasonably
necessary in order to do so) to rebuild, reinstate or replace each part
of the Retained Parts; and
1.2 Carpeting, furnishing and equipping the Retained Parts as appropriate,
including providing floral decorations, desks, tables, chairs and other
fixtures and fittings in the main entrance halls and lift lobby areas.
2. PLANT AND MACHINERY
Providing, maintaining, repairing, operating, inspecting, servicing,
cleaning, lighting and (as and when necessary) renewing or replacing any
plant, machinery, apparatus and equipment in the Retained Parts,
including:-
(i) the Conducting Media (insofar as the same do not exclusively serve
and form part of any demised part of the Building)
(ii) any pipes and associated drains or sewers provided by the Landlord
within the Building or the Retained Parts for the use of the
Premises in common with other Lettable Areas; and
(iii) any boiler, chillers, air handling plant and items relating to the
ventilation, heating, air conditioning and hot and cold water
systems, any building management systems, any lift, lift shaft and
lift motor room,
together with in each case any fuel and electricity for them and any
necessary maintenance contracts and insurance in respect of them.
3. SECURITY AND EMERGENCY SYSTEMS
Providing, maintaining, repairing, operating, inspecting, servicing,
cleaning and (as and when necessary) renewing or replacing any security
or emergency systems for the Building, including alarm systems, internal
telephone systems, closed circuit television systems, generators,
emergency lighting, fire detection or prevention systems, sprinkler
systems, any fire escapes for the Building and fire fighting and fire
prevention equipment and appliances (other than those for which a tenant
is responsible) and any traffic barriers, car park and traffic control
and security systems.
- 87 -
97
4. STAFF AND MANAGEMENT ACCOMMODATION
Providing staff (including a permanent building manager or managers and
such direct or indirect labour as are reasonably appropriate) for the
day-to-day running of the installations and plant in, and the provision
of other services to, the Building and for its general management,
operation and security and all other incidental expenditure, including:-
4.1 insurance, health, pension, welfare, severance and other appropriate
payments, contributions and premiums at reasonable levels;
4.2 providing uniforms, working clothes, tools, appliances, materials and
equipment (including telephones) for the proper performance of the duties
of any such staff;
4.3 providing, maintaining, repairing, decorating and lighting any
accommodation and facilities for staff, including any management areas in
the Building or residential accommodation for staff employed in the
Building, and any rates, gas or electricity charges in respect of it, and
any actual or notional rent for such accommodation.
5. SIGNS ETC.
Providing, maintaining and renewing name boards and signs in the main
entrance halls, lift lobby areas and any other parts of the Building, and
any directional signs and fire regulation notices and any flags, flag
poles, television and radio aerials and satellite dishes (which are not
the sole responsibility of any tenant).
6. REFUSE
Providing and (when necessary) renewing or replacing any paladins,
compactors or other receptacles for refuse for the Building and the cost
of collecting, storing and disposing of refuse.
7. LANDSCAPING
Providing and maintaining floodlighting and any plants, shrubs, trees
areas in the Retained Parts.
8. WINDOWS AND CLADDING
The reasonable and proper cost of cleaning the external cladding and the
exterior and (save where the responsibility of a tenant) the interior or
all windows and window frames in the Retained Parts and of providing and
maintaining cradles runways, carriages and other access systems as
necessary in connection with such cleaning
- 88 -
98
9. MISCELLANEOUS ITEMS
Leasing or hiring any of the items referred to in this Schedule.
10. INSURANCE
10.1 Works reasonably required to the Building in order to satisfy the
requirements of any insurer of the Building.
10.2 Third party liability and employer's liability and such other insurances
of a type normal for a building of similar size and location to the
Building as the Landlord may, from time to time, reasonably determine.
10.3 Any amount which may be deducted or disallowed by any insurer of the
Building under any reasonable excess provision in the insurance policy on
settlement of any claim by the Landlord.
11. COMMON FACILITIES
Making, laying, repairing, maintaining, rebuilding, decorating, cleaning
and lighting (as the case may require) any roads, ways, forecourts,
passages, pavements, party walls or fences, party structures, Conduits or
other conveniences and easements whatsoever which may belong to, or be
capable of being used or enjoyed by, the Building in common with any
Adjoining Property.
12. OUTGOINGS
All utility charges (including telephone, gas and electricity) (other
than initial connection fees for which the Landlord is to be responsible)
and all existing or future rates (including water rates) taxes, duties,
charges, assessments, impositions and outgoings whatsoever (whether
parliamentary, parochial, local or of any other description and whether
or not of a capital or non-recurring nature or of a wholly novel
character) payable by the Landlord in respect of the Retained Parts or
any part of them.
13. STATUTORY REQUIREMENTS
Carrying out any works to the Building reasonably required to comply with
any statute (other than works for which any tenant or occupier is
responsible).
14. REPRESENTATIONS
Taking any steps which are necessary or in the interests of the tenants
of the Building for complying with, making representations against, or
otherwise contesting liability under, any statute concerning town
planning, public health, highways, streets, drainage and any other
- 89 -
99
matters relating or alleged to relate to the Building or any part of it
for which any tenant is not directly responsible.
15. MANAGEMENT
15.1 The proper and reasonable fees, costs, expenses and disbursements of the
Surveyor or any other person reasonably and properly employed or retained
by the Landlord for, or in connection with, surveying and accounting
functions, the performance of the services and any other duties in and
about the Building or any part of it, and relating to the general
management, administration, security, maintenance, protection and
cleanliness of the Building.
15.2 The proper and reasonable fees and expenses of the Landlord or a Group
Company of the Landlord in connection with the management of the Building
and any of the functions and duties referred to in paragraph 15.1 that
may be undertaken by the Landlord or that Group Company, such fees and
expenses to include overheads and profits commensurate with current
market practice of property companies providing management services but
to be subject at all times to a maximum of 10% of the Service Charge.
16. GENERALLY
Any other reasonable and proper costs and expenses which the Landlord
reasonably and properly incurs in providing such other services and in
carrying out such other works as are desirable or necessary for the
benefit of the tenants or occupiers of the Building, and in the interest
of good estate management.
17. VALUE ADDED TAX
Value Added Tax in respect of any item of expenditure referred to in this
Schedule to the extent that it is not otherwise recoverable by the
Landlord.
----------
- 90 -
100
Executed as a Deed by
JC NO.3 (UK) LIMITED
acting by
Director
Secretary
Executed as a Deed by
FLEET STREET SQUARE
MANAGEMENT LIMITED
acting by
Director
Secretary
Executed as a Deed by
▇▇▇▇▇▇▇ ▇▇▇▇▇
INTERNATIONAL
acting by
Director
Secretary
Executed as a Deed by
THE ▇▇▇▇▇▇▇ SACHS GROUP, L.P.
by the ▇▇▇▇▇▇▇ ▇▇▇▇▇ CORPORATION
by
Executive Vice President
- 91 -
101
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
LOWER GROUND FLOOR PLAN
[GRAPHIC--FLOOR PLAN]
PLAN 2
102
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
GROUND FLOOR PLAN
[GRAPHIC--FLOOR PLAN]
PLAN 3
103
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
UPPER GROUND FLOOR PLAN
[GRAPHIC--FLOOR PLAN]
PLAN 4
104
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
FIRST FLOOR PLAN
[GRAPHIC--FLOOR PLAN]
PLAN 5
105
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
SECOND FLOOR PLAN
[GRAPHIC--FLOOR PLAN]
PLAN 6
106
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
THIRD FLOOR PLAN
[GRAPHIC--FLOOR PLAN]
PLAN 7
107
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
MEZZANINE LEVEL PLAN
[GRAPHIC--FLOOR PLAN]
PLAN 8
108
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
FOURTH FLOOR PLAN
[GRAPHIC--FLOOR PLAN]
PLAN 9
109
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
FIFTH FLOOR PLAN
[GRAPHIC--FLOOR PLAN]
PLAN 10
110
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
BASEMENT PLAN
[GRAPHIC--FLOOR PLAN]
PLAN 11
111
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇
CATEGORY 'A' WORKS - SPECIFICATION
PART BASEMENT, LOWER GROUND, GROUND, UPPER GROUND, LEVELS 1-4 AND LEVEL 5 OF THE
DAILY EXPRESS BUILDING
1.0 INTRODUCTION
The following specification represents the minimum standard for the works
to be undertaken by the tenant in finishing the usable office and dealing
floors and represents the Lessee's Category A works.
2.0 FLOOR FINISHES
Raised access flooring will be provided for all of the usable offices
from lower ground floor to level 4 (and level 5 of the Daily Express
building). An allowance will be made in the structure for medium grade
suspended flooring systems throughout the building with depths of
(including the floor tiles):- 200mm on typical office floors (including
lower ground floor); 300mm on the dealing floors at levels 1 & 2, and
250mm in The Daily Express building. Medium grade raised access floors
shall consist of 600mm x 600mm fully accessible panels laid onto floor
jacks.
Proprietary heavy contract antistatic carpet tiles will be supplied and
will consist of 500mm x 500mm modified polymer, bitumen-backed, cut pile
tiles.
Floor boxes to be provided at one per 10 m2 of net lettable office area
incorporating two small power, two small voice and one data outlets with
the tenant wiring the boxes.
All necessary cavity barriers, fire breaks and perimeter closure details
will be provided where required.
3.0 CEILINGS
The suspended ceiling shall comprised of polyester powder coated
perforated pressed metal tiles fixed into a non-visible clip-in
suspension system with sound absorbent mineral wool padding.
The ceiling system will be compatible with a 1.5m x 1.5m grid.
The abutment of the suspended ceiling and external wall will be formed by
a painted perimeter strip of suspended dry lining incorporating an air
diffuser slot.
The ceiling void acts as a return air plenum for the air conditioning
system.
Plenum smoke barriers will be provided where required.
112
4.0 LIGHTING
Recessed air handling fluorescent luminaires with high frequency ballasts
will be provided. The lighting shall be designed to comply with all
statutory regulations and be suitable for the intensive use of computer
terminals. Emergency lighting will be provided by the use of self
contained battery packs within the office luminaires.
5.0 AIR CONDITIONING
It will be assumed that the air conditioning system to be installed on
the floors as part of the Category A works will comprise:
a) An overhead four-pipe fancoil unit air conditioning system with
ducted overhead outside air supply to the typical offices and
Levels 2 & 3 (the dealing floors).
b) Fancoil terminal units for both the typical offices and The Daily
Express offices will be located at 4.5m centres around the
building perimeter and at no greater than 81m(2) intervals
internally. In the areas to be used for dealing floor purposes on
levels 2 & 3 the fancoil terminal units will be located at 4.5m
centres around the building perimeter and at no greater than
40.5m(2) intervals internally.
c) Fancoil units will comprise low noise centrifugal fan units, coils
and mesh filter. All units will be connected to condensate drains
and fitted with control valves and return air sensors.
d) Dampered and balanced outside air supply ducts to DW142 will
terminate in each 9m by 9m structural bay. Exhaust air will be
drawn through the ceiling plenum to each riser core.
e) Low temperature hot water and chilled water pipework will be black
heavy weight steel to BS1387 with mineral wool insulation and
aluminium foil finish/vapour barrier.
f) Air supply diffusers will be aluminium slot at the perimeter or
louvre face diffusers in central office areas.
6.0 WALL FINISHES
All exposed surfaces of drylining shall receive:
PLASTERBOARD CEILINGS/BULKHEADS
a) One coat of primer sealer
b) Two coats of emulsion
113
PLASTERBOARD WALLS
a) One coat of primer sealer
b) Two coats of emulsion
TRIM
a) One coat of enamel underbody
b) Two coats of satin eggshell
7.0 SPRINKLER/FIRE PROTECTION
The fit-out of the office areas will comprise sprinkler protection with
flush mounted sprinkler heads to allow for distribution levels of one
sprinkler head per 10m2 for open plan offices.
8.0 STATUTORY SIGNS/TENANTS SIGNS
Internal signs to exit and hose reels shall be installed as necessary to
comply with statutory and local authority requirements.
9.0 PART UPPER GROUND FLOOR (OUTLINED AND HATCHED IN TURQUOISE ON THE LEASE
PLAN)
It will be assumed that the standard of finishes will be as set out in
this schedule except that:
a) The raised floor depth (including tile) will be 100mm.
b) The air conditioning will be provided by a slim line four pipe dry
fan coil ceiling mounted system to fit within a 350mm void.
20 MARCH 1998
114
DATED 199
----------------------------------------------
(1) Landlord:
[FSP]
(2) Tenant:
[ ]
[(3) Guarantor: ]
----------
LICENCE TO ALTER
relating to
[Basement, Lower Ground, Ground, Upper Ground
and First to Fourth Floors and Part Fifth Floor]
[Part Fifth Floor] [Sixth Floor] [Seventh Floor]
[Eighth Floor] ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇
----------
▇▇▇▇▇▇▇▇ CHANCE
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
Telephone: ▇▇▇▇-▇▇▇ ▇▇▇▇
Fax: ▇▇▇▇-▇▇▇ ▇▇▇▇
Telex: 887847 LEGIS G
Ref: AMW/C1536/839/RMRM
115
LICENCE TO ALTER
PARTICULARS
--------------------------------------------------------------------------------
DATE : 199
--------------------------------------------------------------------------------
PARTIES
(1) Landlord : [FSP]
(Company Registration No. )
(2) Tenant : [ ]
(Company Registration No. )
[(3) Guarantor :
(Company Registration No. )]
--------------------------------------------------------------------------------
LEASE
Date :
Parties :
Term :
116
Demised Premises :
--------------------------------------------------------------------------------
WORKS : the works proposed to be carried
out to the Demised Premises [and to
the property referred to in Clause
5.10 of this Licence, in each case]
by the Tenant and shown on the
drawings numbered [ ] [and described
in the specification dated ] annexed
to this Licence
--------------------------------------------------------------------------------
117
1. DEFINITIONS
In this Licence, unless the context otherwise requires:-
"CDM REGULATIONS" means the Construction (Design and Management)
Regulations 1994;
"DEMISED PREMISES" means the premises demised by the Lease and as briefly
described in the Particulars;
["GUARANTOR" means the party named as Guarantor in the Particulars, and,
in the case of an individual, includes any personal representative of
such individual;]
"LANDLORD" means the party named as Landlord in the Particulars, and
includes any person for the time being entitled to such party's
reversionary interest in the Demised Premises;
"LEASE" means the Lease the details of which are set out in the
Particulars, and includes any instrument supplemental thereto;
"PARTICULARS" means the matters appearing on the preceding page(s) headed
"Particulars";
"PLANNING ACTS" means the Town and Country Planning ▇▇▇ ▇▇▇▇, the
Planning (Listed Buildings and Conservation Areas) ▇▇▇ ▇▇▇▇, the Planning
(Hazardous Substances) ▇▇▇ ▇▇▇▇, the Planning (Consequential Provisions)
▇▇▇ ▇▇▇▇ and the Planning and Compensation ▇▇▇ ▇▇▇▇, and includes any
other applicable town and country planning legislation;
"TENANT" means the party named as Tenant in the Particulars, and includes
any successor in title or assign of such party and, in the case of an
individual, any personal representative of such individual;
"TERM" means the term of years created by the Lease, and includes the
period of any holding over or any continuation thereof (whether by
statute or common law); and
"WORKS" means the Works referred to in the Particulars, and includes the
reinstatement and restoration of the Demised Premises as mentioned in
this Licence.
118
2. INTERPRETATION
2.1 The headings used in this Licence do not affect its construction.
2.2 This Licence is supplemental to the Lease.
2.3 In this Licence, unless the context otherwise requires:-
(a) Any covenant by a party comprising more than one person is joint
and several;
(b) Any word importing an individual includes a company and vice
versa; and
(c) Any reference to a statute or statutory instrument (whether
specifically named or not) includes any amendment or re-enactment
thereof for the time being in force, and any instrument, order,
notice, regulation, bye-law, direction, plan or permission for the
time being issued, made or given thereunder or deriving validity
therefrom.
3. TITLE TO DEMISED PREMISES
3.1 The Landlord is entitled to the immediate reversionary interest in the
Demised Premises.
3.2 The Tenant is entitled to the Demised Premises for the residue of the
Term.
4. CONSENT TO WORKS
The Landlord consents to the execution of the Works by the Tenant [,and
further consents to the Tenant:-
(a) entering the other property referred to in Clause 5.10 of this
Licence for the purpose and subject to the conditions therein
mentioned, and
(b) retaining thereon, maintaining, inspecting, repairing and renewing
(so far as renewal does not amount to a further alteration
requiring consent under the Lease) during the Term the part of the
Works referred to in that Clause, subject as mentioned in Clause 7
of this Licence.]
5. TENANT'S COVENANT
The Tenant covenants with the Landlord as follows:-
5.1 Before commencing the Works:-
119
(a) At the expense of the Tenant, to obtain from the relevant planning
authority under the Planning Acts and any other competent
authority under any other applicable statute, any necessary
permission or consent required for the carrying out of the Works,
and to deliver to the Landlord a copy of such permission or
consent so obtained forthwith on receipt by the Tenant;
(b) To obtain the approval in writing of the Landlord of any planning
permission granted in respect of the Works, such approval not to
be unreasonably withheld;
5.2 To give to the Landlord written notice of the commencement of the Works
forthwith on such commencement, and again immediately they have been
completed;
5.3 To pay any increased or additional premium payable to the insurers of the
Demised Premises in consequence of the Works or the execution thereof,
and to comply with any requirement of such insurers regarding the Works;
5.4 To comply with the terms and conditions laid down by the Institution of
Electrical Engineers and with the regulations of the electricity supply
authority, in each case insofar as any of the Works relate to any
alteration or addition to any electrical installation;
5.5 To procure that the Works are carried out only by reputable contractors
and in accordance with current codes of building practice;
5.6 To carry out and complete the Works:-
(a) in a good and workmanlike manner,
(b) with good quality materials of their several kinds,
(c) in compliance with any permission, consent, licence or approval
required to be obtained for the Works,
(d) in accordance with the Planning Acts and any other applicable
statute,
(e) in accordance with the said drawings and specification, and
(f) to the reasonable satisfaction of the Landlord;
120
5.7 To afford to the Landlord and the Landlord's Surveyors any necessary
facility for inspecting the progress of the Works and the quality of the
materials and workmanship used therein Provided That the Tenant may
require that any such inspection takes place outside normal business
hours;
5.8 To take any necessary step to prevent the execution of the Works from
causing any actionable nuisance or disturbance to the Landlord or any
owner, tenant or occupier of any other property;
5.9 To make good or procure the making good promptly of any damage to the
Demised Premises or any other property and which arises out of or
incidental to the Works, in each case to the reasonable satisfaction of
the Landlord;
[5.10 Where the execution of any part of the Works involves any necessary entry
on, or any alteration of or addition to, any other property in the
ownership or under the control of the Landlord:-
(a) not to effect such entry without first giving to the Landlord not
less than [one week's] prior notice that such entry is required,
(b) not to carry out that part of the Works except during such period
or periods and at such time or times as are first agreed by the
Landlord (such agreement not to be unreasonably withheld, regard
being had, in particular, to the safety, comfort and convenience
of any occupier of the property thereby affected), and]
(c) in any event to carry out that part of the Works as quickly and
quietly as reasonably possible, and under the reasonable direction
and supervision of the Landlord or the Landlord's Surveyors;]
5.11 To make good any breach of any covenant contained in this Licence and of
which written notice is given by the Landlord to the Tenant, in each case
within one month commencing on the giving of such notice, or sooner if
requisite, and in default to permit the Landlord and any person
authorised by the Landlord to enter the Demised Premises to take such
steps and carry out such works as may be necessary in that regard, and to
pay on demand any cost or expense thereby incurred by the Landlord;
5.12 As a continuing obligation, to indemnify the Landlord against any action,
claim, demand, loss, damage, liability, cost, fee or expense arising
(directly or indirectly) out of:-
- 95 -
121
(a) the execution or existence of the Works,
(b) any breach of any covenant contained in this Licence, or
(c) any act or default of the Tenant or any person under the Tenant's
control in relation to the Works.
5.13 To pay any reasonable and proper cost, charge, expense or fee and any
Value Added Tax thereon, of the Landlord and the Landlord's Solicitors
and Surveyors arising out of or incidental to:-
(a) the instructions for, and the preparation and completion of, this
Licence, and
(b) the approval and inspection of the Works.
5.14 (a) To act as and be regarded as the only client for the purposes of
the CDM Regulations in relation to the Works and to make the
necessary declaration (in accordance with paragraph 4(4) of the
CDM Regulations) to the Health and Safety Executive that it so
acts.
(b) To comply with all its obligations as client under the CDM
Regulations.
(c) To provide access to a copy of the Health and Safety Plan and the
Health and Safety File as defined under the CDM Regulations to the
Landlord throughout the duration of the Works and on completion of
the Works to deliver a copy of the Health and Safety Plan and the
Health and Safety File to the Landlord.
[5.15 By the expiration or sooner determination of the Term to reinstate the
other property referred to in Clause 5.10 of this Licence and restore it
to the same state and condition as it was prior to the execution of such
works, such reinstatement and restoration to be carried out:-
(i) at the cost of the Tenant;
(ii) in a good and workmanlike manner;
(iii) with good quality materials of their several kinds; and
(iv) to the reasonable satisfaction of the Landlord.]
122
6. NO RELEASE OR REPRESENTATION
Nothing contained in this Licence or in any approval of the Works:
(a) releases the Tenant or the Guarantor from any covenant on their
respective parts contained in the Lease, or
(b) constitutes any representation or warranty by the Landlord as to
the suitability of the Works for the Demised Premises [or any
other property thereby affected]
7. APPLICATION OF COVENANTS
The covenants on the part of the Tenant and the Guarantor respectively,
and the provisions and conditions contained in the Lease shall apply to
the Demised Premises in their altered state after completion of the Works
[, and (with any necessary changes) to the part of the Works referred to
in Clause 5.10 of this Licence].
8. CONDITION FOR RE-ENTRY
The condition for re-entry contained in the Lease shall be exercisable on
any breach of any covenant contained in this Licence as well as on the
happening of any of the events specified in that regard in the Lease.
9. RESTRICTION ON CONSENT
The consent granted by this Licence is restricted to the particular works
authorised, and does not authorise any further or other variation of the
terms of the Lease, which otherwise remains in full force and effect.
10. THIRD PARTY RIGHTS
The consent granted by this Licence is subject to the rights of any
owner, tenant or occupier of any other property, and any other interested
person.
11. RENT REVIEW
For the purposes of the provisions for the review of rent contained in
the Lease and of Section 34(2) of the Landlord and Tenant ▇▇▇ ▇▇▇▇, the
Works shall not be deemed to be improvements carried out by the Tenant
pursuant to an obligation to the Landlord, and shall be disregarded for
such purposes.
12. INVALIDITY OF CERTAIN PROVISIONS
If any term of this Licence or the application thereof to any person or
circumstances shall to any extent be invalid or unenforceable the same
shall be severable and the remainder
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of this Licence or the application of such term to persons or
circumstances other than those as to which it is held invalid or
unenforceable shall not be affected thereby and each term and provision
of this Licence shall be valid and be enforced to the fullest extent
permitted by law.
13. GUARANTEE OF PERFORMANCE OF TENANT'S OBLIGATIONS
13.1 COVENANTS BY GUARANTOR
The Guarantor unconditionally and irrevocably agrees with and in favour
of the Landlord, as a primary obligation, as follows:-
(a) that the Tenant shall duly perform and observe all the obligations
on the part of the Tenant contained in this Licence in the manner
and at the times specified in it and indemnifies the Landlord
against all claims, demands, losses, damages, liability, costs,
fees and expenses whatsoever sustained by the Landlord by reason
of, or arising in any way directly or indirectly out of, any
default by the Tenant in the performance and observance of any of
its obligations.
(b) None of the following, or any combination of them, shall release,
determine, discharge or in any way lessen or affect the liability
of the Guarantor as principal obligor under this Licence or
otherwise prejudice or affect the right of the Landlord to recover
from the Guarantor to the full extent of this guarantee:-
(i) any neglect, delay or forbearance of the Landlord in
endeavouring to obtain payment of any of the amounts
required to be paid by the Tenant or in enforcing the
performance or observance of any of the obligations of the
Tenant under this Licence;
(ii) any extension of time given by the Landlord to the Tenant;
(iii) any variation of the terms of this Licence or the Lease or
the transfer of the Landlord's interests in this Licence;
(iv) any change in the constitution, structure or powers of
either the Tenant, the Guarantor or the Landlord or the
liquidation, administration or bankruptcy (as the case may
be) of either the Tenant or the Guarantor;
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(v) any legal limitation, or any immunity, disability or
incapacity of the Tenant (whether or not known to the
Landlord) or the fact that any dealings with the Landlord
by the Tenant may be outside, or in excess of, the powers
of the Tenant;
(vi) any other act, omission, matter or thing whatsoever
whereby, but for this provision, the Guarantor would be
exonerated wither wholly or partly (other than a release
executed and delivered as a deed by the Landlord).
IN WITNESS of which this Licence has been executed by the Landlord, the Tenant
and the Guarantor, and is intended to be and is hereby delivered on the date
first before written.
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▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇
TENANT REINSTATEMENT OBLIGATIONS
PART BASEMENT, LOWER GROUND, GROUND, UPPER GROUND, LEVELS 1-4 AND PART LEVEL 5
(I.E. LEVEL 5 IN DAILY EXPRESS BUILDING)
1. GENERAL
o Remove all tenants' riser enclosures which reduce the net internal
floor areas and make good all newly exposed walls and redecorate.
Fill in all holes with decking and concrete on all floors.
o Remove tenant's kitchen risers adjacent to core 3 (if installed)
and make good.
2. BASEMENT
o Fill tenant tunnel with concrete or other method approved by City
Corporation/Crown Estate.
o Remove fire shutter, scissor lift, steps and mass concrete at
entrance to tunnel; fill in scissor lift pit with concrete; seal
off entrance to tunnel and build cavity block wall and internal
wall and doorway to form storage area.
3. LOWER GROUND FLOOR
o Remove block wall enclosure to ventilation void above 4 no
tenant's generators (hatched red on lower ground floor plan),
reinstate floors, line external wall with dry lining.
o Remove tenant's kitchen equipment (if installed) and make good
floors and walls, if applicable.
o Remove tenant's artwork, fittings and fixtures in atrium (if
installed).
o Reinstate kitchen (if applicable) to normal office environment.
4. GROUND FLOOR
o Remove block wall enclosure to ventilation void above 4 no
tenant's generators (hatched red on ground floor plan), construct
floors, line external wall with dry lining.
o Remove external louvres to ventilation void above 4 no tenant's
generators; install new glazed external cladding.
o Remove steps to entrance and reinstate external wall and reinstate
area outlined in blue on ground floor lease plan to provide
Category A office space (as defined in point 7).
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5. UPPER GROUND FLOOR
o Remove block wall enclosure to ventilation void above 4 no
tenant's generators (hatched red on upper ground floor plan),
construct floors, line external wall with dry lining.
o Remove external louvres to ventilation void above 4 no tenant's
generators; install new glazed external cladding.
o Remove tenant's external entrance steps, disabled platform lift,
external entrance screen and revolving door' reinstate floor slab,
install new glazed external cladding.
o Reinstate area outlined in blue on upper ground floor lease plan
to provide Category A office space (as defined in point 7).
6. ▇▇▇▇▇▇ ▇, ▇,▇, ▇▇▇▇▇▇▇▇▇, 4 AND LEVEL 5 IN THE DAILY EXPRESS BUILDING
o Remove link bridges, associated fire shutters and ramps; install
new external cladding and reinstate areas hatched red to provide
Category A offices (as defined in point 7).
o Remove tenant's accommodation stair between the dealer floors (if
installed).
o Remove tenant's stair, artwork, fittings and fixtures in atrium
(if installed).
7. ALL OFFICE FLOORS
o The Lessee will reinstate the demised useable offices including
the areas affected by this reinstatement schedule (entrance from
Shoe Lane and 4 no tenant's generators etc) to provide Category
`A' offices as defined in the Category `A' Works specification
subject to the paragraph set out below.
o Only if, but not otherwise, the tenant installs a chilled
beam/perimeter heating system, the Lessor will have the option of
choosing between this system or a four pipe fan coil system (see
Category 'A' specification) provided, that at the time of
reinstatement it is apparent, that fan coil systems are still a
generally accepted form of air conditioning and more speculative
City developments of a similar size are adopting four pipe fan
coil systems than chilled beam/perimeter heating systems.
8. TENANT UPGRADES TO THE BASE SHELL AND CORE BUILDING SPECIFICATION
o The Lessee will not have to reinstate any improvements made to the
base shell and core building specification by the Lessee provided
that such improvements have been agreed in advance with the
Lessor.
10 MARCH 1998