LEASE relating to Ground Floor Offices Arundel Court Sheffield
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DATED
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1 February
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2007
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(1)
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▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ AND ▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇▇ T/A TOWERS
INVESTMENTS
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|
(2)
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ZOO
DIGITAL PUBLISHING LIMITED
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relating
to
▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
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▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇
DX
10643
Sheffield
T:
0114
276 5555 F: 0114 276 3938
(Ref:
GAV/THR/W1101/0043)
CONTENTS
|
Description
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Page
Number
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PRESCRIBED
CLAUSES
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2
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1.
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DEFINITIONS
AND INTERPRETATION
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5
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2.
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DEMISE
AND RENT
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11
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|
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3.
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TENANTS
COVENANTS
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11
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4.
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LANDLORD’S
COVENANTS
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37
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5.
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RENT
REVIEW
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39
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6.
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PROVISIONS
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45
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7.
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GUARANTEE
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50
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8.
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GOVERNING
LAW
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57
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9.
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EXCLUSION
OF THE 1954 ACT
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57
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10.
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CONTRACTS
(RIGHTS OF THIRD PARTIES) ACT 1999
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58
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11.
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NEW
OR OLD LEASE
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58
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SCHEDULE
1
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59
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RIGHTS
GRANTED
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59
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SCHEDULE
2
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61
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EXCEPTIONS
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61
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SCHEDULE
3
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63
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ENCUMBRANCES
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63
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SCHEDULE
4
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64
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SERVICES
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64
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(PART
I)
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64
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(PART
II)
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68
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SCHEDULE
5
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73
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AUTHORISED
GUARANTEE AGREEMENT
|
73
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1
PRESCRIBED
CLAUSES
| LR1 |
Date
of Lease
|
1
February 2007
| LR2 |
Title
Number(s)
|
|
LR2.1
|
Landlord’s
Title Number(s)
|
|
|
SYK
452393
|
||
|
LR2.2
|
Other
Title Number(s)
|
|
|
None
|
| LR3 |
Parties
to this Lease
|
Landlord
▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ t/a Towers Investments of
▇▇▇▇▇▇
▇▇▇▇▇,
▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Tenant
Zoo
Digital Publishing Limited
Company
Number - 5701472
Registered
Office - ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇
Other
Parties
None
| LR4 |
Property
|
In
the case of a conflict between this clause and the remainder of this
Lease
then
for the purposes of registration this clause shall prevail
See
the definition of “Premises” set out in the Particulars of the
Lease
| LR5 |
Prescribed
Statements
|
None
| LR6 |
Term
for which the Property is
leased
|
2
LR7
Premium
None
LR8
Prohibitions
or Restrictions on Disposing of this Lease
This
Lease contains a provision that prohibits or restricts dispositions
LR9
Rights
of Acquisitions
|
LR9.1
|
Tenant’s
contractual rights to renew this Lease to acquire the reversion or
another
lease of the Property or to acquire an interest in other
land
|
None
|
LR9.2
|
Tenant’s
covenant to (or offer to) surrender this
Lease
|
None
|
LR9.3
|
Landlord’s
contractual rights to acquire this
Lease
|
None
|
LR10
|
Restrictive
Covenants Given in this Lease by the Landlord in Respect of Land
Other
than the Property
|
None
|
LR11
|
Easements
|
|
LR11.1
|
Easements
granted by this Lease for the benefit of the
Property
|
The
easements as specified in Schedule 1
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LR11.2
|
Easements
granted or reserved by this Lease over the Property for the benefit
of
other Property
|
The
easements as specified in Schedule 2
|
LR12
|
Estate
Rentcharge Burdening the
Property
|
None
|
LR13
|
Application
for Standard Form of
Restriction
|
None
LR14 Declaration
of Trust Where There is More Than One Person Comprising the
Tenant
None
3
LEASE
PARTICULARS
|
Date
|
1
February ▇▇▇▇
|
|
▇▇▇▇▇▇▇▇
|
▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ t/a Towers Investments
of
▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
|
|
Tenant
|
Zoo
Digital Publishing Limited (company number 5701472) whose registered
office is at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇
|
|
Premises
|
Ground
floor offices in the Building at Arundel Court Arundel Street Sheffield
which premises are shown edged red on the Plan together with the
two car
parking spaces edged red in the Car Park (“Car Parking
Spaces”)
|
|
Term
|
Eight
years from and including 1 February 2007 to and including the 31
January
2015
|
|
Rent
|
Thirty
one thousand four hundred pounds (£31,400.00) per annum subject to review
in accordance with Clause 5
|
|
Rent
Commencement Date
|
Three
months from the commencement of the Term or the date of occupation,
whichever is the sooner
|
|
Review
Dates
|
1
February 2012 and 31 January 2015
|
|
Permitted
Use
|
the
use for any purpose within the definition contained in Class B1 of
the
Schedule of the Town and Country Planning (Use Classes) Order 1987
and any
ancillary purposes such as a staff
canteen
|
WITNESSES
as follows:-
4
1.
DEFINITIONS
AND INTERPRETATION
|
1.1
|
Unless
the context otherwise requires the following expressions bear the
meanings
ascribed to them as follows:
|
“Building”
means
Block ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ tinted pink on the plan
attached
“Car
Park”
means
that part of the basement level of the Building from time to time designated
by
the Landlord for car parking
“CDM
Regulations”
means
the Construction (Design and Management) Regulations 1994
“Conduits”
means
and includes all supply pipes wires cables ducts sewers drains gutters
watercourses meters and all other conducting media and storage tanks or systems
used therewith
“Encumbrances”
means
the covenants rights exceptions reservations and other matters contained
mentioned or referred to in Schedule 3
“Environmental
Protection Act”
means
the Environmental Protection ▇▇▇ ▇▇▇▇ and any Act or Acts amending replacing
or
modifying such Act for the time being in force or of a similar nature and all
orders and regulations thereunder for the time being in force
“Exceptions”
means
the exceptions and reservations set out in Schedule 2
“Insured
Risks”
the
risks of fire terrorism storm tempest flood lightning explosion and in peacetime
aircraft and articles dropped therefrom malicious damage impact overflowing
of
tanks bursting of pipes third party liability and the Landlord’s property owners
liability and such other risks as the Landlord shall from time to time insure
or
the Tenant reasonably requires so far as it is practicable so to insure (subject
in all cases to any excesses exclusions and limitations imposed by insurers
or
underwriters generally in the United Kingdom insurance market when underwriting
similar risks) except always such risks in respect of which insurance is not
generally available in the United Kingdom insurance market in respect of
premises similar to and in locations similar to the Premises
5
“Main
Building”
means
▇▇▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and Furnival Street edged
green
on the Plan
“Particulars”
means
the Lease Particulars set out in the beginning of this Lease
“Plan”
means
the plan or plans annexed hereto appropriately numbered
“Prescribed
Rate”
means
the rate of interest which is from time to time Four per centum per annum above
either:
|
(a)
|
the
base lending rate of The Royal Bank of Scotland PLC in force;
or
|
|
(b)
|
if
at any time no such base lending rate exists such comparable rate
as shall
be substituted for it in England Provided that if there shall be
no such
substituted rate the said expression shall mean such rate of interest
as
shall be agreed between the Landlord and the Tenant as being reasonable
in
all the circumstances and failing such agreement such rate as shall
be
determined by a surveyor appointed on the application of the Landlord
or
the Tenant by the President (or some other officer if the President
is
unable to act) for the time being of the Royal Institution of Chartered
Surveyors (or any successor to that Institution) who shall act as
an
arbitrator pursuant to the Arbitration Act for the time being in
force
|
“Premises”
means
the property described in the Particulars and each and every part thereof
together with the following parts:
|
(a)
|
all
non-loadbearing walls situate wholly within the red edging on the
Plan
|
|
(b)
|
one
half (severed vertically) of all non-loadbearing walls separating
the
Premises from any other part of the
Building
|
6
|
(c)
|
all
plaster and other decorative finish applied to the inside surface
of any
wall bounding the Premises and not included in paragraphs (a) and
(b)
above or applied to any column or loadbearing wall wholly within
the
Premises
|
|
(d)
|
the
whole of all internal doors and door
frames
|
|
(e)
|
all
ceilings bounding the Premises up to the level of (but excluding)
the
bottom of the joists, beams or slabs above
them
|
|
(f)
|
all
door finishes and floor screeds
|
|
(g)
|
all
additions and improvements to the
Premises
|
|
(h)
|
all
the Landlord’s fixtures and fittings for the time being within the
Premises
|
but
excluding any part of the structure or the exterior of the
Building.
“Rent”
means
the sum referred to as the Rent in the Particulars
“Review
Period”
means
the period between one Review Date and the ensuing Review Date or the expiry
of
the Term if there is no further ensuing Review Date
“Rights”
means
the rights set out in Schedule 1
“Term”
means
the contractual term hereby granted together with any period of extension or
continuation thereof or of any holding over whether by statute agreement or
at
common law or otherwise
“Subtenant”
means
a
person to whom the Tenant proposes to sublet the whole or a Permitted Part
of
the Premises.
“Superior
Lease”
means
the lease dated 26 June 2002 and made between Sydney & Furnival Properties
Limited (1) and Coleridge (Arundel Court 1) Limited & Coleridge (Arundel
Court 2) Limited (2)
7
“Town
and Country 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 any Act or Acts for the time being in force amending or replacing
the same and includes any order instrument regulation direction or plan made
or
issued thereunder or deriving validity therefrom and any future legislation
or
items such as aforesaid of a like nature or effect
“VAT”
means
value added tax or any equivalent tax which may at any time during the Term
be
imposed in substitution for it or in addition to it
|
1.2
|
Interpretation
|
| 1.2.1 |
“Landlord”
includes the estate owner for the time being of the reversion immediately
expectant on the Term
|
| 1.2.2 |
“Tenant”
includes the Tenant’s successors in title and
assignees
|
| 1.2.3 |
“Guarantor”
includes any person who may from time to time guarantee all or
any of the
Tenant’s obligations under this
Lease
|
| 1.2.4 |
“this
Lease”
includes (except where the contrary is indicated) any document
supplemental or collateral to this document or entered into
in accordance
with this document
|
| 1.2.5 |
“Losses”
includes all liabilities incurred by the Landlord all damage
and loss
suffered by it and all damages awarded against it all claims
demands
actions and proceedings made or brought against it and all
costs
disbursements and expenses
|
| 1.2.6 |
where
there is more than one person for the time being included
in the
expression “Tenant”
or “Guarantor”
covenants and obligations at any time expressed to be made
or assumed by
the party shall be joint and several covenants and
obligations
|
8
| 1.2.7 |
the
covenants and obligations in this Lease shall be binding on and
enforceable against personal representatives of any party to this
Lease
|
| 1.2.8 |
the
headings and the index are for locating references in the text and
shall
not affect the construction of this
Lease
|
| 1.2.9 |
unless
otherwise specified references to a particular statute or part of
it
(“statutory
reference”)
include anything (for example a notice direction order licence regulation
byelaw rule and condition) deriving effect from any statute (“derivative
legislation”)
and referring to that statutory reference as it may have been extended
modified amended or re-enacted by the date upon which its construction
is
relevant for the purposes of this Lease and not in the form that
it was
when originally enacted or as at the date of this
Lease
|
| 1.2.10 |
references
generally to “statute”
or “statutes”
include derivative legislation and any regulation or other legislation
of
the European Union that is directly applicable in the United Kingdom
and
include existing statutes and those that come into effect during
the
Term
|
| 1.2.11 |
references
to “parties”
or “party”
mean the Landlord and the Tenant or either of them but in the absence
of a
specific provision to the contrary do not include the
Guarantor
|
| 1.2.12 |
references
to any clause paragraph or schedule without further designation shall
be
construed as a reference to the clause paragraph or schedule of this
Lease
so numbered
|
| 1.2.13 |
words
importing one gender include all genders and words importing the
singular
include the plural and vice
versa
|
| 1.2.14 |
any
covenant by the Tenant not to do any act or thing includes an obligation
not to allow that act or thing to be
done
|
9
| 1.2.15 |
for
the purposes of section 1 of the Perpetuities and Accumulations ▇▇▇
▇▇▇▇
the perpetuity period applicable to this Lease is the shorter of
the Term
and 80 years from the commencement of the
Term
|
| 1.2.16 |
rights
granted by the Landlord are granted only to the extent that the
Landlord
is able to grant them and in common with the Landlord any superior
landlord and everyone authorised by them
|
| 1.2.17 |
rights
excepted reserved or granted to the Landlord are excepted reserved
and
granted to the Landlord any superior landlord and everyone authorised
by
them
|
| 1.2.18 |
in
the following cases references to the Landlord include references
to any
superior landlord and any mortgagee of—the Landlord or any superior
landlord:-
|
|
1.2.18.1
|
where
there is any obligation on the Tenant to obtain the Landlord’s consent or
approval or any acknowledgement from the Landlord to carry out any
act to
the satisfaction of the Landlord or to give any form of notice to
the
Landlord however in each case the requirement is expressed but nothing
in
this Lease imposes any obligation on any superior landlord or any
mortgagee not to unreasonably refuse any consent approval acknowledgement
or expression of satisfaction
|
| 1.2.18.2 |
where
there is any obligation to pay any costs or fees to the Landlord
or to
reimburse the Landlord for any payment made or expense
incurred
|
| 1.2.18.3 |
where
there is any indemnity in the Landlord’s
favour
|
10
2. DEMISE
AND RENT
In
consideration of the rent and covenants on the part of the Tenant hereinafter
reserved and contained the Landlord hereby
demises
unto the
Tenant all
that
the
Premises together
with the
Rights excepting
and
reserving unto the Landlord the Exceptions to hold
the same
unto the Tenant for the Term
yielding and
paying therefor
during the Term first
the Rent
such rent to be paid in advance without any deductions by equal quarterly
payments on the usual quarter days the first payment being a proportionate
amount in respect of the period from and including the Commencement Date to
the
next succeeding quarter day to be made on the date hereof and secondly
by way
of additional yearly rent the amounts payable pursuant to the provisions of
clause 3.2 of this Lease and thirdly
any VAT
which is or may be payable in respect of the rent first hereby reserved and
fourthly
any
interest on the arrears of the rents hereby reserved and fifthly
by way
of additional rent the amounts payable pursuant to the provisions of clause
3.3
of this Lease
3. TENANTS
COVENANTS
The
Tenant hereby
covenants
with the
Landlord as follows:
|
3.1
|
Rent
|
To
pay
the rents (including revised rents ascertained under the provisions of clause
5
hereof and rents in respect of the Insured Risks) hereby reserved and made
payable at the time and in manner aforesaid without any deductions and not
to
exercise or seek to exercise any right or claim to legal or equitable
setoff
|
3.2
|
Insurance
|
To
pay to
the Landlord within 14 days of demand in each year during the Term:
| 3.2.1 |
a
sum equivalent to the amount from time to time properly assessed
by the
Landlord’s-insurers as being payable by the Landlord by way of premium for
keeping the Premises insured in their full reinstatement value from
time
to time (together with VAT on building costs) against loss or damage
by
the Insured Risks and three years rent (and VAT thereon) and architects’
surveyors’ engineers’ and other professional fees (and VAT thereon) and
demolition and clearance expenses insured for the amount (reasonably
estimated from time to time by the Landlord or its surveyors) necessary
to
cover the full costs (and VAT on such costs) of rebuilding or reinstating
the Premises (including a due allowance for cost increases over the
likely
rebuilding period) against the Insured
Risks;
|
11
| 3.2.2 |
the
amount from time to time properly assessed by the Landlord’s insurers by
way of premium as being payable by the Landlord for insuring the
loss of
rent of the Premises for three years (and VAT thereon) including
the
Landlord’s surveyor’s proper estimate of such rent where a part of the
period in respect of which loss of rent insurance has been effected
by the
Landlord is subsequent to a date or dates when the yearly rent
payable
hereunder falls to be reviewed pursuant to the provisions of clause
5
hereof but any agreement of or acquiescence by the Tenant in such
estimate
shall not be deemed to be an agreement of the revised yearly rent
for the
purposes of clause 5 hereof;
|
| 3.2.3 |
any
sum or sums by which the amount from time to time properly assessed
by the
Landlord’s insurers by way of premium as being insurance is increased
by
reason of the user of the Premises or by reason of any act default
or
omission on the part of the Tenant or any other occupant for
the time
being of the Premises;
|
| 3.2.4 |
any
sum or sums properly deducted by the Landlord’s insurers by way of excess
in respect of any claim; and
|
| 3.2.5 |
an
amount equal to a proper proportion (to be conclusively determined
by the
Landlord) of the cost incurred by the Landlord of obtaining
from time to
time (but not more frequently than would be required by a
reasonably
prudent landlord) a professional valuation of the Building
for insurance
purposes.
|
12
Provided
that the
Landlord shall be entitled to retain any agency or other commission paid or
allowed to the Landlord on such insurance premiums for the Landlord’s own
benefit free of any obligation to bring the same into account under this
Lease
|
3.3
|
Service
Charge
|
To
pay to
the Landlord by way of further and additional yearly rent without any deduction
firstly such proportion (to be exclusively determined by the Landlord’s surveyor
acting reasonably) according to the proportion which the net internal area
of
the Premises shall from time to time bear to the net internal area of all
lettable premises in the Building (as exclusively measured by the Landlord’s
surveyor whose measurement shall be binding upon the Tenant in the absence
of
manifest error and in accordance with the Code of Measuring Practice issued
by
the Royal Institution of Chartered Surveyors and the Incorporated Society of
Valuers and Auctioneers or any revision thereof for the time being issued)
of
the reasonable costs, expenses and outgoings properly incurred by the Landlord
in connection with the repair maintenance and renewal of the lift and ancillary
plant and machinery the lift lobbies staircases and passages within the Building
and the provision of the services within the Building and the other heads of
expenditure as the same are set out or referred to in Part I of Schedule 4
hereto and in accordance with good estate management and secondly such
proportion (to be properly determined by the Landlord’s surveyor) according to
the proportion which the net internal area of the Premises shall from time
to
time bear to the net internal area of the Main Building (as measured by the
Landlord’s surveyor) of the reasonable costs expenses and outgoings properly
incurred by the Landlord in connection with the repair maintenance renewal
and
insurance of the Main Building and the curtilage thereof and the provision
of
the services therein and the other heads of expenditure set out in Part II
of
Schedule 4 hereto and in accordance with good estate management
13
The
amounts of the Service Charge shall be ascertained and certified annually by
a
certificate (“the Certificate”) signed by the Landlord’s auditors accountants or
managing agents (at the discretion of the Landlord acting reasonably) as soon
after the Landlord’s financial year as may be practicable and produced to the
Tenant and shall relate to such year in manner hereinafter
mentioned
| 3.3.1 |
The
expression “the Landlord’s financial year” shall mean the period from the
1 s’ day of January in every year to the 31st
day of December in the same year or such other annual period
as the
Landlord may in its absolute discretion from time to time determine
as
being that in which the accounts of the Landlord either generally
or
relating to the Premises be made
up
|
| 3.3.2 |
A
copy of the Certificate for each such financial year shall
be supplied by
the Landlord to the Tenant on written request and without
charge to the
Tenant
|
| 3.3.3 |
The
Certificate shall contain a fair summary of the Landlord’s expenses and
outgoings incurred by the Landlord during the financial
year to which it
relates and the Certificate (or a copy thereof duly certified
by the
person by whom the same was given) shall be conclusive
evidence (except
for any manifest error contained in it) for the purposes
hereof of the
matters which it purports to certify
|
| 3.3.4 |
The
expression “The expenses and outgoings incurred by the Landlord” as
hereinbefore used shall be deemed to include not only
those expenses
outgoings and other expenditure hereinbefore described
which have been
actually disbursed incurred or made by the Landlord during
the year in
question but also such reasonable part of all such expenses
outgoings and
expenditure hereinbefore described which are of a periodically
recurring
nature (whether recurring by regular or irregular periods)
whenever
disbursed incurred or made during the Term including
a sum or sums of
money by way of reasonable provision for anticipated
expenditure in
respect thereof as the Landlord or its agents may in
their discretion
allocate to the year in question as being fair and reasonable
in the
circumstances
|
14
| 3.3.5 |
On
each of the usual quarter days in every year during the Term the
Tenant
shall pay to the Landlord (together with if so required by the
Landlord
any VAT payable thereon) such a sum (an “advance payment”) in advance and
on account of the service charge for the Landlord’s financial year thence
ensuing as the Landlord’s or their agents shall from time to specify at
their discretion (acting reasonably) to be a fair and reasonable
assessment of one quarter of the service charge for the financial
year
then current
|
| 3.3.6 |
As
soon as practicable after the end of each Landlord’s, financial year the
Landlord shall furnish to the Tenant an account of the service
charge
payable by the Tenant for that year with due credit being given
therein
for the advance payment made by the Tenant in respect of the
said year and
upon the furnishing of such an account there shall be paid by
the Tenant
to the Landlord the service charge or any balance thereof or
there shall
be allowed by the Landlord to the Tenant any amount which may
have been
overpaid by the Tenant by way of advance payments as the case
may
require
|
|
3.4
|
Outgoings
|
To
pay
and discharge all existing and future 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) which are now or may at any time hereafter be assessed charged levied
or
imposed upon or payable in respect of the Premises or assessed charged levied
or
imposed upon or payable by any estate owner landlord tenant or occupier in
respect thereof provided that the Tenant will not be responsible for any
outgoings properly payable by the Landlord in respect of the receipt of any
rent
hereunder or the ownership of or any dealing with its reversionary interest
in
the Premises Provided Further That if any payments due under this clause 3.4
are
due in respect of the Premises and any other part of the Building jointly to
pay
a proper proportion of them to be conclusively determined by the Landlord acting
reasonably
15
|
3.5
|
VAT
|
Upon
production of a properly addressed and valid VAT invoice to the Tenant to pay
to
the Landlord by way of additional rent all VAT at the rate for the time being
in
force which shall be payable (whether by statute or as the result of the
exercise by the Landlord of a statutory right to waive an exemption or make
an
election) in respect of the rents and other sums payable by the Tenant hereunder
and in every case where the Tenant covenants to pay an amount of money hereunder
such amount shall be regarded as being exclusive of VAT
|
3.6
|
Interest
on arrears
|
If
at any
time during the Term the said rents or the additional rent or rents or any
part
or parts thereof or any other sums due hereunder from the Tenant to the Landlord
shall remain unpaid for more than ten working days after becoming payable
(whether formally demanded or not) or the Landlord shall with good reason refuse
to accept the same to pay to the Landlord interest upon the same at the
Prescribed Rate calculated on a day to day basis (as well after as before any
judgment) from the date upon which the same first became payable until the
date
of actual payment provided that nothing herein contained shall entitle the
Tenant to withhold or delay payment thereof after the date upon which payment
first falls due or in any way prejudice affect or derogate from the rights
and
remedies of the Landlord under this Lease
16
|
3.7
|
Notices
|
To
deliver to the Landlord free of charge a copy of every notice order requisition
direction or proposal given made or issued by a competent authority affecting
the Premises or the user of the Premises as soon as reasonably practicable
after
the Tenant becomes aware thereof and at the request and cost of the Landlord
to
make or join in making such objections or representations against or in respect
of any such notice order requisition direction or proposal as the Landlord
shall
reasonably deem expedient
|
3.8
|
Internal
decoration
|
In
every
fifth year of the Term and in the last six months thereof however determined
(but not in two consecutive years) to paint paper plaster or otherwise treat
as
the case may require all interior parts of the Premises usually or requiring
to
be painted, papered, plastered or otherwise treated with not less than two
coats
of good quality paint or other suitable material of good quality in a proper
and
workmanlike manner the colour and quality of the paint and other finishes in
the
last six months of the Term to be first approved by the Landlord and also at
the
same time with every such painting to wash down all tiles glazed bricks and
similar washable surfaces and make good all ornamental works and generally
to
redecorate throughout restoring and making good the Premises
|
3.9
|
Repair
|
To
repair
and keep the Premises in good and substantial repair and condition except for
damage caused by an Insured Risk unless and to the extent that the insurance
money is irrecoverable because of an act or default of the Tenant or the
Tenant’s servants or agents or any person at the Premises with the express and
implied authority of the Tenant
|
3.10
|
Expenses
|
To
pay on
an indemnity basis all expenses (including without prejudice to the generality
thereof solicitors’ counsel’s architects’ surveyors’ and bailiffs’ fees and
other professional costs) and VAT thereon which may be properly incurred by
the
Landlord:
17
| 3.10.1 |
in
any proceedings under Section 146 or 147 of the Law of Property
Act 1925
or any statutory modification or re-enactment thereof for the
time being
in force or the preparation and service of any notice under those
sections
notwithstanding that forfeiture may be avoided otherwise than
by relief
granted by the court;
|
| 3.10.2 |
in
respect of any application for any consent or the approval
of any deed or
document required under the terms of this Lease (whether
or not such
consent or approval shall be granted unless such consent
is unlawfully
refused);
|
| 3.10.3 |
in
the recovery or attempted recovery of arrears
of rent or rents due from
the Tenant hereunder;
|
| 3.10.4 |
in
preparing and serving a schedule of dilapidations
at any time during the
Term or within three months after its
expiration or
determination
|
|
3.11
|
Yield
up
|
At
the
expiration or sooner determination of the Term:-
| 3.11.1 |
quietly
to yield up the Premises with vacant possession thereof decorated
repaired
cleaned and kept in accordance with the Tenant’s
covenants
|
| 3.11.2 |
to
execute such deed or document as the Landlord shall
require in order to
cancel any entry or title relating to this Lease at
HM Land Registry
and
|
| 3.11.3 |
to
ensure that any requisitions raised by HM Land
Registry in connection with
the cancellation of any entry or title relating
to this Lease are dealt
with promptly and properly
|
18
|
3.12
|
Entry
|
To
permit
the Landlord and its agents with or without workmen and others at any reasonable
time or times and upon reasonable notice (except in cases of emergency) to
enter
and examine the Premises to ensure that nothing has been done therein which
constitutes a breach of any of the covenants contained in this Lease and to
examine the state and condition of the Premises
|
3.13
|
Remedy
breaches
|
Within
a
reasonable period or in case of emergency immediately to remedy repair and
make
good all breaches of covenant and defects of which notice in writing shall
be
given by the Landlord to the Tenant and which the Tenant shall be liable to
remedy repair or make good under the covenants contained in this Lease and
in
case the Tenant shall make default in so doing within three months after the
date of any such notice it shall be lawful (but not obligatory) for the Landlord
without prejudice to the right of re-entry hereinafter contained to enter upon
the Premises and to remedy repair and make good the same at the cost of the
Tenant which cost together with the reasonable expenses of the Landlord
(including surveyors’ and other professional fees) and VAT thereon thereby
properly incurred shall be a debt due from the Tenant to the Landlord and be
forthwith recoverable by action subject always to the Landlord making good
any
such damage as soon as reasonably possible thereafter
|
3.14
|
Inventories
|
To
permit
the Landlord and its agents at any reasonable time or times on reasonable notice
but not more than once in any calendar year to enter the Premises and to take
schedules or inventories of the fixtures and things to be yielded up at the
expiration or sooner determination of the Term
19
|
3.15
|
Notice
Boards
|
| 3.15.1 |
At
all convenient hours in the day time and upon prior notice to
permit
prospective purchasers of or dealers in the Landlord’s reversionary
interest by order in writing of the Landlord or its agents to
view the
Premises without interruption
|
| 3.15.2 |
Except
while the Tenant shall be entitled to and shall
be taking the steps
necessary to secure a new lease of the Premises
under the Landlord and
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or otherwise to permit the Landlord
or its agents on
reasonable notice within six calendar months next
before the expiration of
the Term to enter upon the Premises and to fix
and retain without
interference upon any suitable part thereof but
not so as to cause
unnecessary interference to the Tenant’s business a notice board for
re-letting the same and to permit persons by order
in writing of the
Landlord or its agents to view the Premises upon
making prior appointment
at all convenient hours in the day time without
interruption
|
|
3.16
|
Alterations
|
| 3.16.1 |
Not
to make or permit or suffer to be made any structural alterations
or
additions to the Premises
|
| 3.16.2 |
Not
to make or permit or suffer to be made any non-structural
alterations or
additions to the Premises without the prior written
consent of the
Landlord which shall not be unreasonably withheld
or delayed Provided
always that nothing in this clause 3.16 shall
prevent the Tenant from
installing internal demountable partitioning
works of a non-structural
nature nor shall the consent of the Landlord
be required in connection
therewith
|
| 3.16.3 |
Not
to make or permit or suffer to
be made any alteration or addition
to any
electrical installation in or on
the Premises except in accordance
with
the terms and conditions laid down
by the Institution of Electrical
Engineers and the regulations of
the relevant electricity supply
authority
and with the prior written consent
of the Landlord which consent will
not
be unreasonably withheld or
delayed
|
20
| 3.16.4 |
Before
carrying out any permitted alterations or additions and at
its own cost
to:-
|
|
3.16.4.1
|
obtain
all necessary consents from any competent authority and any other
person
|
|
3.16.4.2
|
supply
all drawings specifications and other information that the Landlord
reasonably requires in respect of
them
|
|
3.16.4.3
|
enter
into any covenants that the Landlord reasonably requires for
the execution
supervision and reinstatement of them and provide any security
that the
Landlord reasonably requires in the case of substantial alterations
or
additions
|
| 3.16.5 |
To
complete and carry out any permitted alterations or
additions:-
|
|
3.16.5.1
|
at
its own cost
|
| 3.16.5.2 |
to
the Landlord’s reasonable
satisfaction
|
| 3.16.5.3 |
in
a good and workmanlike manner
|
| 3.16.5.4 |
with
good quality materials
|
| 3.16.5.5 |
so
as not to interfere with any Conduits or so as to cause access to
any of
them to be or become more difficult than it was
previously
|
| 3.16.5.6 |
in
accordance with the plans specifications and details previously approved
by the Landlord and
|
| 3.16.5.7 |
in
accordance with all statutory local authority and insurers’ requirements
and recommendations
|
21
| 3.16.6 |
If
the Landlord requires it to remove any alterations or additions
to the
Premises or any part of them and to reinstate the Premises
or the
appropriate part of them to their former or proper condition
before the
end of the Term (however that occurs) with all work being done
to the
Landlord’s reasonable
satisfaction
|
|
3.17
|
CDM
Regulations
|
Where
any
works are carried out to or within the Premises to which the CDM Regulations
apply and such works are carried out by or on behalf of the Tenant any
underlessee (however inferior) or any other occupier of the Premises or any
part
of the Premises the Tenant:-
| 3.17.1 |
shall
comply with the CDM Regulations and procure that any person
involved in
carrying out such works complies with the CDM
Regulations
|
| 3.17.2 |
shall
act (or if such works are to be carried out by an underlessee
or any other
person procure that such undertenant or other person
acts) as the only
client in respect of such works and shall make (or
procure the making of)
a declaration to that effect in accordance with regulation
4 of the CDM
Regulations
|
| 3.17.3 |
shall
procure that the declaration mentioned
in clause 3.17.2 is sent without
delay to the Health and Safety Executive
in accordance with the CDM
Regulations and that a copy of the
Health and Safety Executive’s notice in
acknowledgement of the said declaration
is delivered without delay to the
Landlord
|
| 3.17.4 |
warrants
that it or the relevant
underlessee or other
person has the competence
to
perform the duties imposed
on a client by the CDM
Regulations
|
22
| 3.17.5 |
shall
provide the Landlord with a copy of the health and safety file relating
to
such works upon their completion and (if the Landlord shall so request)
copies of the whole or part of the health and safety file immediately
on
request
|
| 3.17.6 |
shall
make the health and safety file relating to such works available
for
inspection by the Landlord on
request
|
| 3.17.7 |
shall
hand over to the Landlord the health and safety file relating the
such
works on the expiration or sooner determination of the Term and shall
forthwith after becoming aware of any relevant information concerning
health and safety relating to the Premises provide such information
to the
Landlord and obtain all necessary copyright licences permitting the
use of
such information
|
|
3.18
|
Use
|
Not
without the consent of the Landlord (such consent not to be unreasonably
withheld or delayed) to use or permit the Premises to be used otherwise than
for
the Permitted Use Provided that no representation or warranty is or has prior
to
the date hereof been given or made by or on behalf of the Landlord that any
such
use is or will be or will remain a permitted use under the Town and Country
Planning Acts or that the Premises are or will remain otherwise fit for any
such
use and Provided that at no time shall the Premises or any part thereof be
used
in connection with the business of collecting storing treating or disposing
of
controlled waste as such expression is defined in Section 75 of the
Environmental Protection Act
|
3.19
|
Restricted
Uses
|
| 3.19.1 |
Not
to use the Premises:
|
| 3.19.1.1 |
for
any illegal or immoral purpose or
|
23
| 3.19.1.2 |
for
any offensive noisy or dangerous trade business or
manufacture
|
| 3.19.2 |
Not
to allow any person to reside or sleep on the
Premises
|
| 3.19.3 |
Not
to hold any sale by auction on the
Premises
|
| 3.19.4 |
Not
to do anything on the Premises which is or may become a nuisance
damage or
annoyance to the Landlord or to any occupier or owner of any part
of the
Building or to any adjoining or nearby occupier or
owner
|
| 3.19.5 |
Not
to generate any noise in the Premises which can be heard or which
creates
vibrations that can be felt in any other part of the Building or
in any
neighbouring or adjoining property
|
|
3.20
|
Compliance
with statutes
|
At
all
times during the Term at the Tenant’s expense to observe and comply with all
statutes and all notices directions orders regulations byelaws rules and
conditions made or to be made under or by virtue of any statute and all
requirements of any public or local authority so far as they relate to or affect
the Premises or the contents of or the user of the Premises or the employment
thereon of any persons
|
3.21
|
Planning
and environmental matters
|
Subject
and without prejudice to clause 3.17:
| 3.21.1 |
not
to make or permit or suffer to be made any application for planning
permission nor to implement any planning permission without the previous
consent in writing of the Landlord
|
| 3.21.2 |
not
to do or omit or permit or suffer to be done or omitted any act or
thing
on or in relation to the Premises or the user of the Premises the
doing or
omission of which shall be or may in the reasonable opinion of the
Landlord constitute a contravention of the Planning
Acts
|
24
| 3.21.3 |
promptly
to execute at the Tenant’s expense all such works as are or may under or
in pursuance of the Planning Acts or any other statute be directed
or
required by any local public or other competent authority to be executed
at any time and whether by the Landlord or Tenant (including without
prejudice to the generality of the foregoing the provision and maintenance
of fire escapes and toilet facilities and elimination of smoke effluvia
vapour and grit)
|
| 3.21.4 |
not
without the prior written consent of the Landlord to enter into any
planning obligation for the purposes of Section 106 of the Town and
Country Planning ▇▇▇ ▇▇▇▇
|
| 3.21.5 |
in
relation to any act the commission or omission of which requires
any
consent licence or other authority under the Environmental Protection
Act:-
|
| 3.21.5.1 |
not
to do or omit to do (as the case may be) such act without obtaining
such
authority and
|
| 3.21.5.2 |
not
to apply for such authority without the Landlord’s prior written
consent
|
|
3.22
|
Insurance
|
| 3.22.1 |
Not
to carry on or suffer upon the Premises any trade business or occupation
in any manner or do or suffer any other thing which may make void
or
voidable any policy for the insurance of the Premises covered by
the
Insured Risks hereinafter referred to or render any increased or
extra
premium payable for such insurance and to comply at its own expense
with
all directions and recommendations of the insurers of the Premises
of
which the Tenant shall have notice in
writing
|
25
| 3.22.2 |
To
make up out of its own monies any deduction in any insurance monies
paid
by the Landlord’s insurers made as a result of the faulty repair or
maintenance of the Premises by the Tenant in the performance of its
covenants under this lease or otherwise by any act or default of
the
Tenant or the Tenant’s servants or agents or any person at the Premises
with the express or implied authority of the
Tenant
|
| 3.22.3 |
The
Tenant warrants to the Landlord that prior to the execution of this
Lease
it has disclosed to the Landlord in writing any conviction judgement
or
finding of any court or tribunal relating to the Tenant (or any director
or other officer or major shareholder of the Tenant) of such nature
as to
be likely to affect the decision of any insurer or underwriter to
grant or
to continue insurance of any of the Insured Risks and covenants to
inform
the Landlord immediately in writing of any such matter arising in
the
future
|
|
3.23
|
Dangerous
materials
|
Not
to
keep or permit or suffer to be kept on the Premises any material of a dangerous
nature especially inflammable explosive radioactive or other similar
nature
|
3.24
|
Overloading
|
Not
to
fix to or place upon or permit or suffer to be fixed to or placed upon the
Premises any machinery article or substance which in the reasonable opinion
of
the Landlord may be liable to damage or overload the roofs or floors or other
structural parts of the Building
|
3.25
|
Signs
|
Not
without the consent in writing of the Landlord first obtained which shall not
be
unreasonably withheld or delayed to affix or display or permit or suffer to
be
affixed or displayed to or on the Premises any sign fascia hoarding poster
placard skysign flagpole mast lettering or advertisement or any aerial or
satellite dish whatsoever which shall be visible from the outside the Premises
and in default of obtaining such consent the Landlord may enter and remove
the
same at the cost of the Tenant
26
|
3.26
|
Encroachment
|
To
take
all steps reasonably necessary to prevent any encroachment upon the Premises
or
the acquisition of any new right to light passage drainage or other encroachment
over upon or under the Premises and/or the Building and to give notice to the
Landlord of any threatened encroachment or attempt to acquire any such
easement
|
3.27
|
Alienation
and Parting with
Possession
|
| 3.27.1 |
Not
(except by way of a permitted assignment or charging of the whole
of the
Premises or a permitted underletting of the Premises in accordance
with
clause 3.27 (“a Transaction”)) to transfer underlet charge or part with or
share the possession or occupation of the whole or any part or parts
of
the Premises
|
| 3.27.2 |
Not
to hold the Premises or any part or parts of the Premises or this
Lease on
trust for another
|
| 3.27.3 |
The
Tenant may assign the Premises as a whole provided that the Tenant
must
not make such permitted assignment without
first:
|
| 3.27.3.1 |
making
a written application for a licence to assign and obtaining the Landlord’s
prior written consent (such consent not to be unreasonably withheld
or
delayed);
|
| 3.27.3.2 |
satisfying
the circumstances specified for the purposes of Section 19 (1A) of
the
Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and set out in clause
3.27.4
|
27
| 3.27.3.3 |
complying
with the conditions specified for the purposes of Section 19(1A)
of the
Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and set out in clause
3.27.5
|
| 3.27.4 |
The
circumstances referred to in clause 3.27.3.2 are
that:
|
| 3.27.4.1 |
all
sums due from the Tenant under this Lease have been paid at the date
of
the application of the licence to assign;
and;
|
| 3.27.4.2 |
in
the Landlord’s reasonable opinion there are at’ the date of the
application for licence to assign no material outstanding breaches
of any
tenant covenant under this Lease or anyh personal covenants undertaken
by
the Tenant relating to the state and condition of the
Premises;
|
| 3.27.4.3 |
in
the Landlord’s reasonable opinion the proposed assignee is of no lesser
financial standing than the Tenant or any guarantor of the
Tenant;
|
| 3.27.4.4 |
the
Landlord is reasonably sastisfied that the assignment will have no
adverse
impact on the open market value of the reversion expectant on the
determination of the Term;
|
| 3.27.4.5 |
in
the Landlord’s reasonable opinion the proposed assignee is a person who at
the date of the application for licence to assign is likely to be
able to
comply with the tenant covenants of this Lease and is likely to continue
to be such a person following the
assignment;
|
| 3.27.4.6 |
the
proposed assignee does not have the benefit of diplomatic
immunity;
|
| 3.27.4.7 |
the
proposed assignee is a corporation registered in (or if an individual
is
resident in a jurisdiction in which the order of a Court obtained
in
England and Wales will be enforced without any consideration of the
merits
of the case; and
|
28
| 3.27.4.8 |
in
the case of an assignment to a company which is in the same group
(within
the meaning of Section 42 of the ▇▇▇▇ ▇▇▇) as the Tenant the proposed
assignee is in the Landlord’s reasonable opinion a company which at the
date of the application for licence to assign is no less likely than
the
Tenant was at the date of either the grant or the assignment of this
Lease
to the Tenant to be able to comply with the Tenant’s covenants in this
Lease and is likely to continue to be such a company following the
assignment
|
| 3.27.5 |
The
conditions referred to in clause 3.27.3.3 are
that:
|
| 3.27.5.1 |
the
Tenant shall enter into an authorised guarantee agreement (as defined
in
Section 16 of the 1995 Act), such agreement to be by way of deed
in a form
set out in Schedule 5 hereto with such amendments or additions as
the
Landlord shall reasonably require;
|
| 3.27.5.2 |
if
so reasonably required by the Landlord the proposed assignee shall
obtain
one or more guarantors reasonably acceptable to the Landlord who
shall
covenant by deed with the Landlord in the form set out in clause
7 with
such amendments or additions as the Landlord shall reasonably require;
and
|
| 3.27.5.3 |
the
written licence to assign shall contain a condition that if at any
time
prior to the assignment the circumstances (or any of them) specified
in
clause 3.27.4 cease to exist the Landlord may revoke the licence
by
written notice to the Tenant .
|
29
| 3.27.6 |
Nothing
in this clause 3.27 shall limit the Landlord’s right to withhold consent
to an assignment in circumstances other than those mentioned in clause
3.27.4 if it is reasonable to do so, or to give consent to an assignment
subject to conditions other than those mentioned in clause 3.27.5
if those
conditions are reasonable
|
| 3.27.7 |
The
Tenant may underlet the Premises as a whole Provided That the Tenant
must
not make such permitted underletting without
first:-
|
| 3.27.7.1 |
making
a written application for licence to underlet and obtaining the Landlord’s
prior written consent (such consent not to be unreasonably withheld
or
delayed) and
|
| 3.27.7.2 |
complying
with the conditions specified in clause 3.27.8 and clause
3.27.9
|
| 3.27.8 |
The
conditions referred to in clause 3.27.7.2 are that any underlease
must:-
|
| 3.27.8.1 |
be
granted at the full open market rent (and in no case at a rent less
than
the rent payable under this Lease at the time) without any fine or
premium
or reverse premium or other concession to the undertenant (other
than any
rent free period in respect of the time required to fit out the Premises
which is required in the open market at the time) with rent being
payable
in advance on the usual quarter
days
|
| 3.27.8.2 |
contain
provisions for the review of the rent on the same dates and on the
same
basis as the review of the Rent in this
Lease
|
| 3.27.8.3 |
contain
covenants controlling dealings in accordance with this clause
3.27
|
30
| 3.27.8.4 |
contain
a re-entry clause in a form equivalent to the re-entry clause in
this
Lease
|
| 3.27.8.5 |
be
in a form approved by the Landlord (such approval not to be unreasonably
withheld)
|
| 3.27.8.6 |
contain
a lawful agreement between the Tenant and the undertenant that the
provisions of sections 24 to 28 of the 1954 Act are excluded from
applying
to the tenancy created by the
underlease
|
| 3.27.8.7 |
contain
provisions requiring the consent of the Landlord to be obtained in
respect
of any matter for-which the consent of the Landlord is required under
this
Lease
|
| 3.27.8.8 |
otherwise
be consistent with and include tenant covenants no less onerous than
those
in this Lease
|
| 3.27.9 |
Before
any underlease is granted:-
|
| 3.27.9.1 |
the
proposed underlessee must enter into a deed (to be prepared by the
Landlord’s solicitors) in a form reasonably required by the Landlord
containing direct covenants with the Landlord to comply with the
underlessee’s obligations under the proposed underlease and the tenant
covenants in this Lease (except the covenant to pay the Rent)
-
|
| 3.27.9.2 |
if
reasonably required by the Landlord the Tenant must procure that
a
guarantor approved by the Landlord (such approval not to be unreasonably
withheld or delayed) enters into a deed (to be prepared by the Landlord’s
solicitors) in the form form reasonably required by the Landlord
to secure
the obligations of the proposed underlessee to the
Landlord
|
| 3.27.9.3 |
the
Tenant must produce to the
Landlord:-
|
31
|
(a)
|
a
certified copy of the notice served on the undertenant as required
by
section 38A(3)(a) of the 1954 Act applying to the tenancy to be created
by
the underlease and
|
|
(b)
|
a
certified copy of the declaration or statutory declaration made by
the
undertenant in accordance with the requirements of section 38A(3)(b)
of
the 1954 Act
|
| 3.27.10 |
In
relation to any underlease granted by the Tenant it
will:-
|
| 3.27.10.1 |
enforce
compliance with the obligations in it and not waive any breach by
the
underlessee
|
| 3.27.10.2 |
not
vary its terms forfeit it or accept a surrender of it without the
Landlord’s consent such consent not to be unreasonably
withheld
|
| 3.27.10.3 |
not
commute any rent payable under it in whole or
part
|
| 3.27.10.4 |
ensure
that the rent payable under it is revised at each review date to
the open
market rent then obtainable but will not agree any revised rent without
the Landlord’s approval (such approval not to be unreasonably
withheld)
|
|
3.28
|
Registration
|
| 3.28.1 |
In
respect of every Transaction that is registerable at HM Land Registry
the
Tenant shall promptly following completion of the Transaction apply
to
register it (or procure that the relevant person so
applies)
|
| 3.28.2 |
The
Tenant shall (or shall procure that) any requisitions raised by HM
Land
Registry in connection with an application to register a Transaction
are
dealt with promptly and properly
|
32
| 3.28.3 |
Within
ten days of completion of the registration the Tenant shall send
the
Landlord official copies of its title (and where applicable of the
undertenant’s title)
|
| 3.28.4 |
Within
one month of every Transaction to give written notice to and produce
a
certified copy of any document effecting the Transaction to the Landlord’s
solicitors and to pay to the Landlord’s solicitors by way of a
registration fee the sum of £50 together with VAT thereon in respect of
each such instrument
|
| 3.28.5 |
To
supply to the Landlord any details required by the Landlord pursuant
to
Section 40 of the 1954 Act
|
|
3.29
|
Contamination
|
Not
to
discharge or allow to be discharged any solid matter from the Premises into
the
drains or sewers which belong to or serve the Premises nor to discharge or
allow
to be discharged therein any fluid of a poisonous or noxious nature or that
contaminates or pollutes the water of any stream or river or canal and not
to do
any act or thing whereby the waters of any stream or river or canal may be
polluted or the composition so changed as to render the Landlord liable to
any
action or proceedings by any person and to keep the Landlord indemnified in
any
proceedings that may arise through a breach of this covenant
|
3.30
|
Indemnity
|
To
keep
the Landlord fully and effectually indemnified at all times and the Tenant
hereby indemnifies the Landlord accordingly against all Losses in respect of
the
death of or personal injury to any person or any physical damage to any property
(whether alleged or demanded by the owners or occupiers of any adjoining or
neighbouring properties or other parties) arising from the use or occupation
of
the Premises or the existence of any articles in or about the Premises or the
execution of any works upon the Premises or any breach of any of the covenants
in this Lease Provided That:-
33
| 3.30.1 |
before
seeking indemnification from the Tenant under this clause 3.30 the
Landlord shall use all reasonable endeavours to obtain indemnification
under any relevant insurance policy towards the cost of which the
Tenant
shall have contributed hereunder
and
|
| 3.30.2 |
the
Landlord shall keep the Tenant duly informed of the nature and progress
of
all claims which shall be intimated to the Landlord in respect of
which
the Landlord claims to be entitled to
indemnity
|
|
3.31
|
Fire
precautions
|
To
keep
the Premises supplied and equipped with all fire fighting and extinguishing
appliances as may from time to time be required by law or by the insurers of
the
Premises and also to keep in force regular maintenance contracts for such fire
fighting and extinguishing appliances
|
3.32
|
Defective
premises
|
As
soon
as reasonably practicable after becoming aware of the same to give notice
forthwith to the Landlord of any “relevant defect” within the meaning of Section
4 of the Defective Premises Act 1972 or any statutory modification or
re-enactment thereof in the state of the Premises and at all time to display
and
maintain all notices (including the wording thereof) and barriers or screens
which the Landlord may from time to time display or erect or require to be
displayed or erected at or in the Premises relevant to the subject matter of
this clause
|
3.33
|
New
Guarantor
|
Within
fourteen days of becoming aware of (a) the death during the Term of the
Guarantor or (b) any action being commenced or any legal proceedings being
started or other steps or process being taken in relation to the Guarantor
(I)
being a company for any of the matters described in clause 6.2.1 hereof or
(ii)
being an individual for any of the matters described in clause 6.2.2 hereof
to
give notice of this to the Landlord and if so requested by the Landlord at
the
expense of the Tenant within twenty eight days of such request to procure some
other person or company acceptable to the Landlord (acting reasonably) to
execute a guarantee and covenant in respect of the Tenant’s obligations
contained in this Lease in the form complying with the requirements set out
in
clause 7
34
|
3.34
|
Encumbrances
|
To
observe and perform the Encumbrances insofar as the same relate to or affect
the
Premises and are still subsisting and capable of taking effect and to keep
the
Landlord fully and effectually indemnified at all times and the Tenant hereby
indemnifies the Landlord accordingly against all costs claims liabilities
actions and expenses arising from any breach non-observance or non-performance
of or non- compliance with any of the Encumbrances
|
3.35
|
Evidence
of compliance
|
If
required to produce to the Landlord such evidence as the Landlord may reasonably
require to satisfy itself that the provisions of this Lease have been complied
with
|
3.36
|
Regulations
|
To
comply
with all reasonable written regulations from time to time made by the Landlord
for the satisfactory running or management of the Building
|
3.37
|
Disputes
|
If
required by the Landlord to submit any dispute with any other tenant of any
other premises in the Building concerning the occupation or use of any part
of
the Building or anything else affected by this Lease to the Landlord for
resolution when the Landlord’s decision shall be final and binding on the
parties
35
|
3.38
|
Occupation
|
Not
to
leave the Premises unoccupied without notifying the Landlord and providing
any
caretaking or security arrangements that the Landlord reasonably
requires
|
3.39
|
Window
Cleaning
|
To
clean
the interior of any windows other glass or similar substance in the walls of
the
Premises whether internal or external as often as reasonably necessary and
in
any event at least monthly
|
3.40
|
Car
Park
|
In
connection with the use of the Car Park including the Car Parking Spaces:
| 3.40.1 |
not
to litter or leave any rubbish on
it
|
| 3.40.2 |
not
to use it so as to be or become or cause a nuisance annoyance disturbance
inconvenience injury or damage to the Landlord or any other
user
|
| 3.40.3 |
not
to obstruct any access or manoeuvring
area
|
| 3.40.4 |
not
to knowingly allow oil or grease to drip onto it and not to bring
onto it
any fuel or lubricating oil except any inside the tank or mechanical
parts
of any car using it
|
| 3.40.5 |
not
to clean or undertake any maintenance work on any car using
it
|
| 3.40.6 |
to
comply with and ensure that the owners and drivers of all cars using
the
Car Park under its authority comply with all reasonable regulations
made
by the Landlord at any time for its satisfactory running or
management
|
36
|
3.41
|
Land
Registration ▇▇▇ ▇▇▇▇
|
If this
Lease should be registered at HM Land Registry under the 2002 Act the Tenant
will:-
| 3.41.1 |
use
its reasonable endeavours to procure that the Tenant is registered
at HM
Land Registry as proprietor of the Lease as soon as reasonably
practicable
|
| 3.41.2 |
use
its reasonable endeavours to procure that all rights granted or reserved
by the Lease are properly noted against the affected title(s) as
soon as
reasonably practicable and
|
| 3.41.3 |
deliver
to the Landlord within ten days of registration official copies of
the
registered title and the title plan evidencing that the Tenant is
the
registered proprietor of the Lease
|
|
3.42
|
Superior
Lease
|
| 3.42.1 |
To
observe and perform the tenant’s covenants in the Superior Lease so far as
they relate to or affect the Premises (save the obligation to pay
rents
and any other payments under the Superior Lease) as if they had been
expressly incorporated in this Lease and so as to operate independently
between the Landlord and Tenant as they do between the landlord and
tenant
of the Superior Lease
|
| 4. |
LANDLORD’S
COVENANTS
|
The
Landlord hereby covenants with the Tenant as follows:
|
4.1
|
Quiet
enjoyment
|
That
the
Tenant paying the rents hereby reserved and made payable (including revised
rents) and performing and observing the several covenants conditions and
agreements herein contained and on the Tenant’s part to be performed and
observed shall and may peaceably and quietly hold and enjoy the Premises during
the Term without any lawful interruption or disturbance from or by the Landlord
or any person claiming under or in trust for the Landlord
37
|
4.2
|
Insurance
|
| 4.2.1 |
Provided
that such insurance is commercially acceptable having regard to cost
reasonable excesses and exclusions and general availability to insure
and
keep insured in their full reinstatement value from time to time
(together
with VAT on building costs) the Premises or at the Landlord’s option the
Premises as part of the Building or any part of it against loss or
damage
by the Insured Risks and three years’ loss of Rent (and VAT thereon) and
architects’ surveyors’ and engineers’ and other professional fees and
demolition and clearance expenses (and VAT on such fees and expenses)
in
some insurance office of repute or with Lloyds Underwriters and in
case of
destruction of or damage to the Premises or any -pad thereof from
any
cause covered by such insurance for the time being and provided and
to the
extent that the Landlord’s insurance shall not have been vitiated or
payment thereunder refused in whole or in part as a result of any
act or
default on the part of the Tenant or the Tenant’s servants or agents or
any person at the Premises with the express or implied authority
of the
Tenant the Landlord will lay out all monies received in respect of
such
insurance (other than for loss of rent architects’ surveyors’ engineers’
and other professional fees and demolition and clearance expenses
and VAT
where applicable) for the purpose of rebuilding and reinstating the
same
as soon as reasonably practicable in a good and workmanlike manner
using
good quality materials Provided That if any competent authority shall
lawfully refuse permission for or otherwise lawfully prevent any
rebuilding or reinstatement of the Premises or any rebuilding or
reinstatement shall be otherwise frustrated all relevant insurance
monies
(so far as not laid out as aforesaid) shall be receivable by the
Landlord
for its own use and benefit
absolutely
|
38
| 4.2.2 |
Whenever
reasonably required to produce to the Tenant (but save as provided
by
clause 4.2.3 not more than once in each calendar year) a copy of
the
policy or copies of the policies of such insurance or other sufficient
written evidence from the insurers of the nature extent and terms
thereof
and confirmation from the insurers that the same is or the same are
still
in existence and the receipt for or other evidence of the payment
of the
premium for the same in respect of the period of insurance then current
and allow the Tenant to make copies
|
| 4.2.3 |
To
notify the Tenant of any proposed change in the insurer or terms
of cover
from time to time and to supply (at the written request of the Tenant)
to
the Tenant a copy or sufficient written evidence from the insurers
of the
terms of any new form of policy whenever the same becomes
applicable
|
|
4.3
|
Services
|
To
provide the services set out in Schedule 4
|
4.4
|
Superior
Lease
|
To
pay
the rent and any other payments due under the Superior Lease
| 5. |
RENT
REVIEW
|
|
5.1
|
In
this clause where the context
admits:
|
| 5.1.1 |
“Assumptions”
are the following assumptions at the relevant Rent Review
Date;
|
| 5.1.1.1 |
that
the Premises are available to let as a whole with vacant possession
on the
open market (without the payment of a premium by either party) for
a term
equal in length to the Term but commencing on the relevant Review
Date and
on the same terms as this Lease (other than the amount of the rent
hereby
reserved and any rent free period allowed to the Tenant but including
like
provisions for the rent review at the same
intervals)
|
39
| 5.1.1.2 |
that
the Premises are fully fitted out and equipped to the requirements
of a
willing tenant and are fit and available for immediate occupation
and
use
|
| 5.1.1.3 |
that
no work has been carried out to the Premises during the Term which
has
diminished the rental value of the
Premises
|
| 5.1.1.4 |
in
the event that the Premises or any pipes serving the Premises or
any
rights enjoyed in connection with the Premises have been destroyed
damaged
or interrupted (by any cause whatsoever) that they have been fully
restored
|
| 5.1.1.5 |
that
all the covenants and conditions in this Lease have been duly performed
and observed
|
| 5.1.2 |
“Disregards”
are the following matters which are to be disregarded at the relevant
Rent
Review Date
|
| 5.1.2.1 |
Any
effect on rent of the fact that the Tenant has been in occupation
of the
Premises
|
| 5.1.2.2 |
Any
goodwill attached to the Premises by reason of the carrying on Thereat
of
the business of the Tenant
|
| 5.1.2.3 |
Any
increase in the rental value of the Premises attributable to any
improvement to the Premises made during the Term by and at the
cost of the
Tenant and carried out with the Landlord’s consent otherwise than in
pursuance of an obligation to the
Landlord
|
40
| 5.1.2.4 |
Any
decrease in the rental value of the Premises attributable to the
fact that
VAT (or any tax of a similar nature that may be substituted for or
levied
in addition to VAT) is could or may be payable on the rent hereby
reserved
or the other monies payable
hereunder
|
| 5.1.2.5 |
Any
adverse effect on rent of any temporary works operations or other
activities on any part of the Property or any neighbouring or adjoining
property
|
| 5.1.2.6 |
Any
restrictions relating to rent or security of tenure contained in
any Act
of Parliament and any direction thereby given relating to any method
of
determining rent
|
| 5.1.3 |
“Open
Market Rent”
means the rent (at the rate which would be payable following the
expiration of any rent free period or period at a concessionary rent
which
might be granted in the open market on a new letting of the Premises
or of
comparable property) at which the Premises might reasonably be expected
to
be let in the open market at the relevant Rent Review Date between
a
willing landlord and a willing tenant making the Assumptions and
disregarding the Disregards
|
| 5.1.4 |
“Rent
Review Date”
means each of the dates referred to in the Particulars and “relevant Rent
Review Date” shall be construed
accordingly
|
| 5.1.5 |
“Surveyor”
means any arbitrator or expert appointed to determine the Open Market
Rent
payable from any Rent Review Date
|
|
5.2
|
The
rent first reserved by this Lease shall be reviewed at each Rent
Review
Date in accordance with this Clause 5 and the rent payable hereunder
shall
be the highest of:
|
| 5.2.1 |
Open
Market Rent; or
|
41
| 5.2.2 |
the
yearly rent payable hereunder (but for any abatement of rent) immediately
prior to the relevant Rent Review
Date
|
|
5.3
|
The
Open Market Rent shall be such sum as shall be agreed in writing
between
the Landlord and the Tenant at any time or in default of agreement
such
sum as shall be determined by the Surveyor nominated (in the absence
of
agreement) by or on behalf of the President of the Royal Institution
of
Chartered Surveyors on the application of either the Landlord or
the
Tenant not earlier than six months prior to the relevant Rent Review
Date
|
| 5.3.1 |
If
the determination of the Open Market Rent shall be made by the Surveyor
the Surveyor shall act at the option of the Landlord as
either:-
|
| 5.3.1.1 |
an
arbitrator in accordance with the Arbitration ▇▇▇ ▇▇▇▇
or
|
| 5.3.1.2 |
an
independent expert and not as an arbitrator or quasi
arbitrator
|
| 5.3.2 |
If
the Landlord shall apply to the President of the Royal Institution
of
Chartered Surveyors for the appointment of the Surveyor the Landlord
shall
specify whether the Surveyor is to act as an arbitrator or as an
independent expert
|
| 5.3.3 |
If
the Tenant shall apply to the President of the Royal Institution
of
Chartered Surveyors for the appointment of the Surveyor the Tenant
shall
notify the Landlord of the Tenant’s
application
|
| 5.3.4 |
The
Landlord shall notify the President of the Royal Institution of Chartered
Surveyors and the Tenant within one month of receipt of notice from
the
Tenant in accordance with clause 5.3.3 whether the Surveyor is to
act as
an arbitrator or as an independent
expert
|
| 5.3.5 |
If
the Landlord does not so notify the President of the Royal Institution
of
Chartered Surveyors and the Tenant within one month of receipt of
such
notice the Surveyor shall act as an
arbitrator
|
42
| 5.3.6 |
If
the Surveyor shall act as an arbitrator the arbitration shall take
place
in accordance with the Arbitration ▇▇▇
▇▇▇▇
|
| 5.3.7 |
If
the Surveyor shall act as an expert
|
| 5.3.7.1 |
the
fees and expenses of the Surveyor including the cost of his appointment
shall be borne equally by the Landlord and the Tenant who shall otherwise
each bear their own costs
|
| 5.3.7.2 |
the
Surveyor shall afford to the Landlord and the Tenant an opportunity
to
make written representations to him and also an opportunity to make
written counter-representations on any representations made to him
by the
other but will not be in any way limited or fettered by such
representations or counter-representations and will be entitled to
rely on
his own judgment and opinion
|
| 5.3.8 |
If
the Surveyor shall die delay or become unwilling or incapable of
acting
the President of the Royal Institution of Chartered Surveyors or
a person
acting on his behalf may on the application of either the Landlord
or the
Tenant discharge the Surveyor and appoint another in his
place
|
|
5.4
|
If
the Tenant shall fail to pay any costs awarded against the Tenant
in any
determination by the Surveyor under this clause 5 within 14 days
of the
same being demanded by the Surveyor the Landlord shall be entitled
to pay
the same and any amount so paid shall be forthwith repaid by the
Tenant to
the Landlord with interest thereon at the Interest Rate from the
date of
expenditure by the Landlord to the date of
repayment
|
|
5.5
|
If
the Open Market Rent payable from any Rent Review Date shall not
have been
agreed or ascertained in the manner aforesaid prior to the relevant
Rent
Review Date then and until such Open Market Rent is agreed or ascertained
the Tenant shall continue to pay rent hereunder at the yearly rate
and at
such times and in such manner as shall have been applicable immediately
prior to the relevant Rent Review Date and any rent in excess of
such rent
which may later be found to be payable hereunder in respect of the
period
from the relevant Rent Review Date until the quarter day next following
the date of the agreement or ascertainment of the Open Market Rent
shall
be forthwith paid to the Landlord on the Open Market Rent being agreed
or
ascertained together with interest thereon at a rate of 4 per cent
below
the Prescribed Rate on a day to day basis from the relevant Rent
Review
Date to the date of actual payment
|
43
|
5.6
|
When
the amount of the Open Market Rent payable from any Rent Review Date
shall
have been agreed or ascertained memoranda thereof shall be endorsed
on the
original and counterpart of this Lease and each party shall bear
their own
costs
|
|
5.7
|
It
is hereby expressly agreed and declared
that:-
|
| 5.7.1 |
a
notice calling for a rent review may be served in respect of any
Rent
Review Date at any time before or after such Rent Review Date
and
|
| 5.7.2 |
nothing
shall make time of the essence in respect of any notice served
or to be
served on any date or any act done or to be done by the Landlord
under
this clause 5
|
|
5.8
|
On
each and every occasion during the Term that any statute shall prevent
or
prohibit either wholly or in part the operation of the above provisions
for review of the Rent at any Rent Review Date or the normal collection
and retention of any increase in the Rent or any instalment or part
thereof by the Landlord then and in each case respectively the Landlord
may at its option require that:-
|
| 5.8.1 |
the
operation of such provisions for the review of the Rent at any Rent
Review
Date shall be postponed to take effect on the first date thereafter
upon
which such operation may occur and such date shall be treated as
a Rent
Review Date hereunder and
|
44
| 5.8.2 |
the
collection of any increase or increases in the Rent shall be postponed
to
take effect on the first date thereafter that such increase or increases
may be collected and/or retained in whole or in part and on as many
occasions as shall be required to ensure the collection of the whole
increase and until any statute shall be relaxed either in whole or
in part
the Rent shall be the maximum sum from time to time permitted by
law and
reserved hereunder
|
| 6. |
PROVISIONS
|
It
is
hereby agreed and declared as follows:
|
6.1
|
Notices
|
Any
notice request consent or approval under this Lease shall be in writing and
for
the purpose of service of all notices hereby or by statute authorised to be
served the regulations as to service of notices contained in Section 196 of
the
1925 Act as amended by the Recorded Delivery Service ▇▇▇ ▇▇▇▇ shall be deemed
to
be incorporated in this Lease
|
6.2
|
Forfeiture
|
If
the
Rent or any of the other rents reserved by this Lease or any part thereof shall
be in arrear for fourteen days after the same shall become due (whether legally
demanded or not) or if there shall be a breach of any of the covenants or
agreements on the part of the Tenant or the Guarantor or conditions contained
in
this Lease or if distress or execution is levied on any goods at the Premises
or
if any action is commenced or any legal proceedings are started or other steps
or process taken in relation to the Tenant or the Guarantor:-
| 6.2.1 |
being
a company for:-
|
| 6.2.1.1 |
the
winding up or other dissolution of such company
(save a voluntary winding up of a solvent company for the purpose
of
amalgamation or reconstruction)
|
45
| 6.2.1.2 |
the
appointment of a liquidator trustee receiver administrative receiver
or
similar officer in respect of the whole or any part of the undertaking
or
assets of such company
|
| 6.2.1.3 |
the
making of an administration order
or
|
| 6.2.1.4 |
the
entering into of a composition in satisfaction of the debts of such
company or a scheme of arrangement of its affairs
or
|
| 6.2.1.5 |
the
striking-off of such company from the register of companies
or
|
| 6.2.2 |
being
an individual for:
|
| 6.2.2.1 |
the
making of a bankruptcy order in respect of such
individual
|
| 6.2.2.2 |
the
making of an interim order for a voluntary arrangement of the affairs
of
such individual or
|
| 6.2.2.3 |
the
entering into a deed of arrangement or other composition in connection
with the affairs of such individual
|
then
and
in any such case the Landlord or its agents may forthwith (or at any time
thereafter) re-enter upon the Premises or any part thereof in the name of the
whole whereupon the Term shall absolutely determine without prejudice to any
rights of the Landlord in respect of arrears of the Rent or other subsisting
breach of any condition or covenant or agreement on the part of the Tenant
or
the Guarantor
46
|
6.3
|
Rent
abatement and Termination
|
| 6.3.1 |
In
case the Premises or any part thereof shall at any time during the
Term be
so damaged or destroyed by any of the Insured Risks as to be unfit
for
occupation or use then (unless and to the extent that the insurance
money
shall be wholly or partially irrecoverable by reason solely or in
part of
any act or default on the part of the Tenant or the Tenant’s servants or
agents or any person at the Premises with the express or implied
authority
of the Tenant) the Rent or a fair proportion thereof according to
the
nature and extent of the damage sustained shall from the date of
such
damage or destruction be suspended until the Premises shall again
be
rendered fit for occupation and use or until the expiration of three
years
from the date of such destruction or damage (whichever shall be the
shorter period) and any dispute with reference to this proviso shall
be
referred to arbitration in accordance with the Arbitration ▇▇▇
▇▇▇▇
|
| 6.3.2 |
If
at the expiration of the three years specified in clause 6.3.1 the
Premises have not been reinstated so as to be fit for occupation
and use
then either party may at any time thereafter (but before the Premises
shall have been rendered fit for occupation and use) by notice in
writing
to the other party terminate this Lease but without prejudice to
any right
of action or remedy of either party in respect of any antecedent
breach of
the terms of this Lease
|
|
6.4
|
Compensation
|
The
Tenant shall not be or become entitled to any compensation under the provisions
of Section 37 of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or any statutory modification
or re-enactment thereof unless the conditions set forth in Section 38(2) thereof
shall be satisfied in relation to the Tenant claiming compensation.
|
6.5
|
Exclusion
of rights
|
Except
as
is hereby expressly granted to the Tenant the Tenant shall not be or become
entitled to any right of way water drainage access to light or air to or for
the
Premises or to any other right privilege or easement which would in
any
way
restrict or interfere with the user of any adjoining or neighbouring property
whether of the Landlord or of any other person for building or any other
purpose.
47
|
6.6
|
Non
waiver
|
No
demand
for or receipt or acceptance of any part of the rents hereby reserved or any
payment on account thereof shall operate as a waiver by the Landlord of any
right which the Landlord may have to forfeit this Lease by reason of any breach
of covenant by the Tenant and the Tenant shall not in any proceedings for
forfeiture be entitled to rely on any such demand receipt or acceptance as
aforesaid as a defence.
|
6.7
|
Disclaimer
|
The
Landlord shall not be responsible to the Tenant or the Tenant’s licensees
employees agents customers or visitors for any accident happening or injury
suffered or damage to or loss of any chattels or property sustained on the
Premises except in respect of those matters for which the Landlord is expressly
made responsible under the Defective Premises Act 1972or any Act amending or
replacing such Act or any regulations or Order made thereunder or which
otherwise arise by reason of the wrongful act or default of the Landlord or
its
servants or agents.
|
6.8
|
VAT
|
In
every
case where the Tenant has agreed to reimburse the Landlord in respect of any
payment made by the Landlord under the Terms of or in connection with this
Lease
the Tenant shall also reimburse the Landlord with any VAT paid by the Landlord
on such payment
|
6.9
|
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 which is expressly set
out
in this Lease or which was made by the Landlord’s solicitors in written
responses to written enquiries raised by the Tenant’s solicitors or is otherwise
recorded in correspondence passing between such solicitors
48
|
6.10
|
Removal
of Tenant’s Items
|
| 6.10.1 |
The
Tenant irrevocably appoints the Landlord to be the Tenant’s agent to store
or dispose of any effects left by the Tenant on the Premises for
more than
seven days after the expiry or earlier determination of the Term
on any
terms which the Landlord reasonably thinks fit and without the Landlord
being liable to the Tenant save to account for the net proceeds of
sale
less the costs of storage of the sale and of any other expenses and
commission reasonably incurred by the
Landlord
|
| 6.10.2 |
The
Tenant will indemnify the
Landlord:-
|
| 6.10.2.1 |
against
any liability incurred by the Landlord to any third party whose property
shall have been sold by the Landlord in the mistaken belief held
in good
faith (which shall be assumed unless the contrary be proved) that
such
property belonged to the Tenant and
|
| 6.10.2.2 |
against
damage occasioned to the Premises and any Losses of the Landlord
caused by
or related to’ the presence of the effects in or on the
Premises
|
| 6.10.3 |
If
the Landlord having made reasonable efforts is unable to locate the
Tenant
the Landlord shall be entitled to retain such proceeds of sale for
its own
absolute benefit unless the Tenant shall claim them within six months
of
the date upon which the Tenant vacated the
Premises
|
|
6.11
|
Party
Walls
|
Any
internal non-load bearing walls dividing the Premises from any other premises
in
the Building let or intended to be let to any other tenant of the Landlord
are
party walls within the meaning of section 38 of the Law of Property ▇▇▇ ▇▇▇▇
and
shall be maintained at the joint expense of the respective estate
owners
49
|
6.12
|
Determination
of Superior Lease
|
Where
any
issue arising out of under or relating to the Superior Lease which affects
or
relates to the provisions of this Lease is determined under the Superior Lease
it shall also be determined under this Lease and the determination of it under
the Superior Lease shall bind the Tenant as well as the Landlord for the
purposes of both the Superior Lease and this Lease
|
6.13
|
Break
Clause
|
The
Tenant may determine this Lease on the fourth anniversary of the commencement
of
the term (“the Termination Date”) provided that the Tenant shall give to the
Landlord at least six months prior ▇▇▇▇▇▇ notification of its intention to
determine this Lease and in such case this Lease shall be determined at the
Termination Date but without prejudice to any claim by either party against
the
other in respect of any antecedent breach of any covenant or condition contained
in this Lease
| 7. |
GUARANTEE
|
|
7.1
|
Guarantee
and Indemnity
|
| 7.1.1 |
The
Guarantor guarantees to the Landlord that the Tenant
shall:-
|
| 7.1.1.1 |
pay
the rents reserved by this Lease and observe and perform the Tenant’s
obligations in this Lease and that if the Tenant fails to pay any
of those
rents or to observe or perform any of the Tenant’s obligations the
Guarantor shall pay or observe and perform them
and
|
| 7.1.1.2 |
observe
and perform any obligations the Tenant enters into in an Authorised
Guarantee Agreement made in respect of this Lease and that if the
Tenant
fails to do so the Guarantor shall observe and perform those
obligations
|
50
| 7.1.2 |
The
Guarantor covenants with the Landlord as a separate and independent
primary obligation to indemnify the Landlord against any failure
by the
Tenant:-
|
| 7.1.2.1 |
to
pay any of the rents reserved by this Lease or to observe or perform
any
of the Tenant’s obligations in this Lease
and
|
| 7.1.2.2 |
to
observe or perform any of the obligations the Tenant enters into
in an
Authorised Guarantee
Agreement
|
|
7.2
|
Guarantor’s
Liability
|
| 7.2.1 |
The
liability of the Guarantor under clauses 7.1.1.1 and 7.1.2.1 shall
continue until the end of the Term or until the Tenant is released
from
the Tenant’s obligations in this Lease by virtue of the 1995 Act if
earlier
|
| 7.2.2 |
The
liability of the Guarantor shall not be affected
by:-
|
| 7.2.2.1 |
any
time or indulgence granted by the Landlord to the Tenant
or
|
| 7.2.2.2 |
any
delay or forbearance by the Landlord in enforcing the payment of
any of
the rents or the observance or performance of any of the Tenant’s
obligations in this Lease (or the Tenant’s obligations under an Authorised
Guarantee Agreement) or in making any demand in respect of any of
the them
or
|
| 7.2.2.3 |
any
refusal by the Landlord to accept any rent or other payment due under
this
Lease where the Landlord believes that the acceptance of such rent
or
payment may prejudice its ability to re-enter the Premises
or
|
51
| 7.2.2.4 |
the
Landlord exercising any right or remedy against the Tenant for any
failure
to pay the rents reserved by this Lease or to observe or perform
the
Tenant’s obligations in this Lease (or the Tenant’s obligations under an
Authorised Guarantee Agreement) or
|
| 7.2.2.5 |
the
Landlord taking any action or refraining from taking any action in
connection with any other security held by the Landlord in respect
of the
Tenant’s liability to pay the rent reserved by this Lease or observe and
perform the Tenant’s obligations in this Lease (or the Tenant’s
obligations under an Authorised Guarantee Agreement) including the
release
of any such security or
|
| 7.2.2.6 |
a
release or compromise of the liability of any one of the persons
who is
the Guarantor or the grant of any time or concession to any one of
them
or
|
| 7.2.2.7 |
any
legal limitation or disability on the Tenant or any invalidity or
irregularity of any of the Tenant’s obligations in this Lease (or the
Tenant’s obligations under an Authorised Guarantee Agreement) or any
unenforceability of any of them against the Tenant
or
|
| 7.2.2.8 |
the
Tenant being dissolved or being struck off the register of companies
or
otherwise ceasing to exist or if the Tenant is an individual by the
Tenant
dying or becoming incapable of managing its affairs
or
|
| 7.2.2.9 |
(without
prejudice to clause 7.4) the disclaimer of the Tenant’s liability under
this Lease or the forfeiture of this Lease
or
|
52
| 7.2.2.10 |
the
surrender of part of the Premises except that the Guarantor shall
not be
under any liability in relation to the surrendered part in respect
of any
period after the surrender or
|
| 7.2.2.11 |
by
any other act or omission which without this paragraph would release
the
Guarantor except an express release under seal of the Guarantor by
the
Landlord
|
| 7.2.3 |
If
the Guarantor comprises more than one party then the liability of
each of
the parties making up the Guarantor is joint and
several
|
| 7.2.4 |
Any
sum payable by the Guarantor shall be paid without any deduction
set-off
or counter-claim against the Landlord or the
Tenant
|
|
7.3
|
Variations
and Supplemental Documents
|
| 7.3.1 |
The
Guarantor shall at the request of the Landlord join in and give its
consent to the terms of any consent approval variation or other document
that may be entered into by the Tenant in connection with this Lease
(or
an Authorised Guarantee Agreement)
|
| 7.3.2 |
The
Guarantor shall not be released by any variation of the rents reserved
by
or the Tenant’s obligations in this Lease (or the Tenant’s obligations
under an Authorised Guarantee Agreement) whether or
not:-
|
| 7.3.2.1 |
the
variation is material or prejudicial to the Guarantor
or
|
| 7.3.2.2 |
the
variation is made in any document
or
|
| 7.3.2.3 |
the
Guarantor has consented in writing or otherwise to the
variation
|
| 7.3.3 |
The
liability of the Guarantor shall apply to the rents reserved by and
the
Tenant’s obligations in this Lease (and the Tenant’s obligations under an
Authorised Guarantee Agreement) as varied except to the extent that
the
liability of the Guarantor is affected by section 18 of the 1995
Act
|
53
|
7.4
|
Guarantor
to Take a New Lease or Make Payment
|
| 7.4.1 |
If
this Lease is disclaimed forfeited or prematurely brought to an end
in any
other way (except by surrender or the exercise of any break right)
or the
Tenant is dissolved struck off the register of companies or otherwise
ceases to exist and the Landlord gives the Guarantor notice not later
than
six months after the Landlord becoming aware of the relevant event
the
Guarantor shall enter into a new lease of the Premises on the terms
set
out in clause 7.4.2
|
| 7.4.2 |
The
rights and obligations under the new lease shall take effect from
the date
of the forfeiture or disclaimer and the new lease
shall:-
|
| 7.4.2.1 |
be
granted subject to the right of any person to have this Lease vested
in
them by the court and to the terms on which any such order may be
made
subject to the rights of any third party existing at the date of
the
grant
|
| 7.4.2.2 |
be
for a term that expires at the same date as the end of the Term of
.this
Lease had the relevant event not
occurred
|
| 7.4.2.3 |
reserve
as an initial annual rent an amount equal to the Rent (as may have
been
reviewed under clause 5 on the date of the relevant event (subject
to
clause 7.5) and which is subject to review on the same terms and
dates
provided by this Lease [and]
|
| 7.4.2.4 |
be
excluded from sections 24 to 28 of the 1954 Act
and
|
| 7.4.2.5 |
otherwise
be on the same terms as this Lease (as varied if there has been any
variation)
|
54
| 7.4.3 |
The
Guarantor shall pay the Landlord’s solicitors’ costs and disbursements (on
a full indemnity basis) and any VAT in respect of them in relation
to the
new lease and shall execute and deliver to the Landlord a counterpart
of
the new lease within one month after service of the Landlord’s
notice
|
| 7.4.4 |
The
grant of a new lease and its acceptance by the Guarantor shall be
without
prejudice to any other rights which the Landlord may have against
the
Guarantor or against any other person or in respect of any other
security
that the Landlord may have in connection with this
Lease
|
| 7.4.5 |
The
Landlord may instead of giving the Guarantor notice pursuant to clause
7.4.1 but in the same circumstances and within the same time limit
require
the Guarantor to pay an amount equal to six months Rent (as may have
been
reviewed under clause 5) and the Guarantor shall pay that amount
on
demand
|
|
7.5
|
Rent
at the Date of Forfeiture or
Disclaimer
|
If
at the
date of the forfeiture or disclaimer there is a rent review pending under this
Lease then the initial annual rent to be reserved by the new lease shall be
the
open market rent of the Premises at the relevant Rent Review Date as determined
by the Landlord before the grant of the new lease
|
7.6
|
Payments
in Gross and Restrictions on the
Guarantor
|
| 7.6.1 |
Any
payment or dividend that the Landlord receives from the Tenant (or
its
estate) or any other person in connection with any insolvency proceedings
or arrangement involving the Tenant shall be taken and applied as
a
payment in gross and shall not prejudice the right of the Landlord
to
recover from the Guarantor to the full extent of the obligations
that are
the subject of this guarantee and
indemnity
|
55
| 7.6.2 |
The
Guarantor shall not claim in competition with the Landlord in any
insolvency proceedings or arrangement of the Tenant in respect of
any
payment made by the Guarantor pursuant to this guarantee and indemnity
and
if it otherwise receives any money in such proceedings or arrangement
it
shall hold that money on trust for the Landlord to the extent of
its
liability to the Landlord
|
| 7.6.3 |
The
Guarantor shall not without the consent of the Landlord exercise
any right
or remedy that it may have (whether against the Tenant or any other
person) in respect of any amount paid or other obligation performed
by the
Guarantor under this guarantee and indemnity unless and until all
the
obligations of the Guarantor under this guarantee and indemnity have
been
fully performed
|
|
7.7
|
Other
Securities
|
| 7.7.1 |
The
Guarantor warrants that it has not taken and covenants that it shall
not
take any security from or over the assets of the Tenant in respect
of any
liability of the Tenant to the Guarantor and if it does take or hold
any
such security it shall hold it for the benefit of the
Landlord
|
| 7.7.2 |
This
guarantee and indemnity is in addition to any other security that
the
Landlord may at any time hold from the Guarantor or the Tenant or
any
other person in respect of the liability of the Tenant to pay the
rents
reserved by this Lease and to observe and perform the Tenant’s obligations
in this Lease and it shall not merge in or be affected by any other
security
|
|
7.8
|
The
Guarantor shall not be entitled to claim or participate in any other
security held by the Landlord in respect of the liability of the
Tenant to
pay the rents reserved by this Lease or to observe and perform the
Tenant’s obligations in this Lease
|
56
| 8. |
GOVERNING
LAW
|
|
8.1
|
This
Lease is governed by and must be construed in all respects in accordance
with the laws of England and Wales and the parties irrevocably submit
to
the jurisdiction of the English
Courts
|
|
8.2
|
To
the extent that the Guarantor is entitled to any right of immunity
from
any judicial proceedings from the granting of any form of relief
in any
proceedings from attachment of its property or assets or from execution
of
judgment on the ground of sovereignty or otherwise in respect of
any
matter arising out of or relating to its obligations under this Lease
the
Guarantor does hereby and will irrevocably waive such right for the
benefit of the Landlord and agrees not to invoke such right against
the
Landlord and consents to the giving of any such relief or the issue
of any
such proceedings or process of attachment or execution by the
Landlord
|
| 9. |
EXCLUSION
OF THE 1954 ACT
|
|
9.1
|
The
parties confirm that:-
|
| 9.1.1 |
the
Landlord served on the Tenant a notice dated 29 January 2007 in
relation
to the tenancy created by this Lease (the “Notice”) in a form complying
with the requirements of Schedule 1 to the Regulatory Reform (Business
Tenancies) (England and Wales) order 2003 (the
“Order”)
|
| 9.1.2 |
the
Tenant or a person duly authorised by the Tenant in relation to the
Notice
made a statutory declaration dated 31 January 2007 (the “Declaration”) in
a form complying with the requirements of Schedule 2 of the
Order
|
| 9.1.3 |
the
Tenant further confirms that where the Declaration was made by a
person
other than the Tenant the declarant was duly authorised by the Tenant
to
make the Declaration on the Tenant’s
behalf
|
57
|
9.2
|
the
parties confirm that there is no agreement for lease to which this
Lease
gives effect
|
|
9.3
|
the
parties have agreed that the provisions of Sections 24 to 28 (inclusive)
of the 1954 Act be excluded in relation to this
Lease
|
| 10. |
CONTRACTS
(RIGHTS OF THIRD PARTIES) ▇▇▇
▇▇▇▇
|
|
10.1
|
Unless
the right of enforcement is expressly provided it is not intended
that a
third party should have the right to enforce a provision of this
Lease
pursuant to the Contracts (Rights of Third Parties) ▇▇▇
▇▇▇▇
|
|
10.2
|
The
parties may by agreement rescind or vary this Lease without the consent
of
a third party to whom the right of enforcement of any of its terms
has
been expressly provided
|
| 11. |
NEW
OR OLD LEASE
|
This
Lease is a new tenancy for the purposes of Section 1 of the 1995
Act
EXECUTED
AS A DEED
by the
parties on the date which first appears in this Deed
58
SCHEDULE
1
Rights
Granted
|
1.
|
The
right (in common with the Landlord and all others so authorised by
them or
entitled thereto) of passage:-
|
|
1.1
|
On
foot only and so far as necessary for ingress to and egress from
the
Premises in over and along all the entrances lift lobbies landings
stairways passenger lift and passageways within the Building and
leading
thereto shown edged blue on the
Plan
|
|
1.2
|
With
or without vehicles and so far as necessary for ingress to and egress
from
the Car Parking Spaces within the Car Park in over and along the
access
ramp and access ways shown edged ▇▇▇▇▇ on the said Plan PROVIDED
ALWAYS
THAT
|
|
1.2.1
|
The
Landlord shall be at liberty at any time and from time to time during
the
Term:
|
|
1.2.1.1
|
to
make such alterations to the said routes as the Landlord shall reasonably
think fit provided that access to and egress from the Premises is
not
impaired to any material extent
|
|
1.2.1.2
|
to
erect place and maintain in the said routes at its reasonable discretion
in all respects such signs lighting heating ventilating security
or other
equipment kiosks plans reception desks information desks and landscaping
tables chairs benches and other seating and such other items as the
Landlord may from time to time
determine
|
|
1.2.2
|
The
Landlord shall be at liberty to restrict the use of the said routes
in
such manner as the Landlord shall reasonably think fit for the purpose
of
carrying out work thereto or in connection with the provision of
services
provided always that any such restrictions shall be for as limited
a
period as it practicable and shall be imposed in such a manner as
shall
cause the least inconvenience to the Tenant or its agents servants
employees licensees or invitees
|
59
|
2.
|
The
right of free passage and running of water soil air steam smoke gas
electricity and heating matter and telecommunications in and through
the
sewers drains watercourses ducts shafts flues radiators pipes cables
and
mains which are upon through or under adjacent premises in the Building
or
the Main Building
|
|
3.
|
The
right for the Tenant its employees visitors and all persons authorised
by
them respectively to use the Car Parking Spaces or such other car
parking
space(s) within the Car Park as may be designated in writing from
time to
time by the Landlord for the purpose of parking private motor cars
or
light vans only
|
|
4.
|
The
right to the use of sufficient toilet facilities in the Building
as shall
reasonably be designated from time to time in writing by the
Landlord
|
|
5.
|
The
right of support protection and shelter for the Premises from the
Building
and the Main Building
|
60
SCHEDULE
2
Exceptions
Excepting
and reserving to the Landlord and the tenants and occupiers of any adjoining
or
adjacent property and their licensees and all others entitled
thereto
|
1.
|
The
right for the Landlord their successors in title and assigns and
all
persons authorised by them (in common with all others entitled thereto)
upon at least 7 working days prior written notice (save in case of
emergency) to enter with or without workmen into and upon the Premises
and
all parts thereof for the purpose of inspecting repairing maintaining
altering cleansing examining or testing the Premises and all parts
thereof
and any sewers drains watercourses ducts shafts flues radiators pipes
cables and mains servicing the same and to make all connections which
may
be necessary in relation thereto and for the purpose of carrying
out any
work or doing anything whatsoever comprised within the Landlord’s
obligations herein contained or (whether or not comprised within
the same)
for which the Tenant is liable hereunder to make a contribution the
person
or persons exercising such right causing as little damage and
inconvenience as practicable to the Premises and the Tenant and making
good any damage so caused as soon as possible to the reasonable
satisfaction of the Tenant
|
|
2.
|
The
free and uninterrupted passage of water steam soil gas electricity
heating
matter and telephone communications from and to the adjacent buildings
of
the Landlord or any neighbouring land by and through all pipes sewers
conduits cables wires ducts channels radiators and drains which are
now or
may hereafter within a period of 80 years from the date hereof be
in upon
or under the Premises
|
|
3.
|
All
rights of light air way and other easements and rights now and hereafter
belonging to or enjoyed by any neighbouring or adjacent buildings
and land
from or over the Premises
|
|
4.
|
The
right at any time hereafter to build upon any land adjoining or near
to
the Premises and to alter or rebuild any of the adjoining or neighbouring
premises or buildings and to let the same for any purpose or otherwise
deal therewith notwithstanding that light or air to the Premises
is in any
such case thereby diminished
|
61
|
5.
|
The
right of support and shelter and or other easements now or hereafter
belonging to or enjoyed by all adjacent or neighbouring land or buildings
of the Landlord or by other parts of the building of which the Premises
form part
|
|
6.
|
The
right to restrict temporarily the exercise of the rights mentioned
in
Schedule 1 hereto in connection with any of the services matters
or things
mentioned in Schedule 4 hereto but for such minimum period as is
practicable and in such manner as to cause as little disturbance
as
practicable to the Tenant
|
62
SCHEDULE
3
Encumbrances
Entries
in the Property and Charges Registers of Title Number SYK452393
63
SCHEDULE
4
Services
(Part
I)
|
1.
|
Keeping
the lift, lift car, lift lobbies, stairways, passages and ancillary
plant
and machinery and the plant machinery and equipment for the time
being in
the lift motor room and the boiler room and such other lifts lift
cars
lift lobbies stairways and passageways and ancillary plant machinery
and
equipment as from time to time exclusively serve the Building including
any works of whatsoever nature required to be carried out to the
same by
any enactment (which expression in this paragraph includes any and
every
Act of parliament already or hereafter to be passed and any and every
notice direction order regulation bye-law rule and condition already
or
hereafter to be made under or in pursuance or deriving effect from
any
such Act) in good and substantial repair and decorative condition
including any renewal or replacement of the same (notwithstanding
that any
want of repair may be due to an inherent defect in the same or otherwise
or to normal wear and tear or deterioration) save to the extent that
the
same is the subject of the Tenant’s repairing obligations contained in
clause 3(9) hereof
|
|
2.
|
Running
the Building and the services therein the subject of this Part I
of this
Schedule and keeping the lift car lift lobbies and passages in a
clean and
tidy condition
|
|
3.
|
Periodically
inspecting servicing and maintaining or overhauling repairing or
replacing
the lift and plant machinery and equipment appertaining thereto the
heating domestic hot water sprinkler and any other systems for the
time
being installed in the Building and the boilers and ancillary plant
machinery and equipment within the
same
|
|
4.
|
Effecting
and maintaining at all times such lift boiler and machinery insurance
as
the Landlord may in its absolute discretion consider desirable or
necessary in respect of the said lift and plant machinery and equipment
appertaining thereto (including without prejudice to the generality
of the
foregoing public liability risks relating thereto) such insurance
to be
subject to such exclusions and limitations as may be imposed by the
insurers and to be effected in some insurance office of repute or
with
underwriters or through such agency as the Landlord shall from time
to
time decide
|
64
|
5.
|
The
provision of electricity gas or other fuel or means of energy for
the lift
and ancillary plant machinery and equipment the boiler and heating
and
domestic hot water systems and ancillary plant machinery and equipment
and
for lighting the lift the entrance hall staircases and landings and
all
other parts of the Building not exclusively occupied or intended
to be
occupied by a tenant
|
| 6. |
(a) Wages
expenses national insurance contributions residential accommodation
charges (when such accommodation is within the Building or the Main
Building) and any other expenses of such staff as the Landlord may
in its
absolute discretion deem desirable or necessary to enable the Landlord
to
provide the services referred to in this Part of this Schedule or
any of
them and for the general conduct management and the Twenty-four hour
security of the Building
|
(b) Providing
such staff accommodation workshops and other rooms within the Building as the
Landlord may in its absolute discretion deem desirable or necessary for the
proper provision of the services referred to in this Part of this Schedule
or
any of them and for the general conduct management and the twenty-four hour
security of the Building
|
7
|
If
the Landlord reasonably so desires the establishment and maintenance
of a
sinking fund to provide for any anticipated expenditure under this
Part of
this Schedule such a fund to be established and operated at its absolute
discretion in all respects but always in the interest of good estate
management of the Building
|
|
8.
|
The
proper fees costs salaries and expenses of the Landlord and its respective
surveyors auditors accountants or managing agents for (inter alia)
the
provision of any of the works or services referred to in this Part
of this
Schedule the computation preparation and audit of the Certificate
referred
to in clause 3.3.1 hereof and or the general management of the Building
and any other costs properly and reasonably incurred in connection
with
the same
|
65
|
9.
|
Any
proper costs incurred by the Landlord in connection with any maintenance
or other contracts entered into in respect of any of the matters
contained
or referred to in this Part of this Schedule including (but without
prejudice to the generality of the foregoing) any proper costs incurred
in
the preparation negotiation and completion of any such
contracts
|
| 10. |
(a) The
proper fees of the Landlord’s surveyors architects quantity surveyors and
engineers for preparing any drawings and specifications required
by the
Landlord for the carrying out of any of the services referred to
in this
Part of this Schedule and for the supervision of
works
|
(b) Any
proper legal fees incurred by the Landlord in connection with the management
or
administration of the Building or the service charge in connection with any
enquiries or disputes relating to the same
|
11.
|
All
rates charges assessments impositions and other outgoings payable
by the
Landlord in respect of all parts of the Main Building not exclusively
occupied or intended to be occupied by a
tenant
|
|
12.
|
Any
proper costs incurred by the Landlord in connection with the provision
(if
any) of such general indicator board or boards within the Main Building
as
the Landlord in its reasonable discretion deem desirable or necessary
for
the better enjoyment and use of the Building by the tenants and occupiers
of the same
|
|
13.
|
Providing
repairing maintaining and renewing all reasonable furniture carpets
soft
furnishings floral displays and other decorations at any time in
or about
any part or parts of the Main Building not exclusively occupied or
intended to be occupied by a tenant
|
|
14.
|
Providing
such accommodation as the Landlord may in its reasonable discretion
deem
desirable or necessary for the purpose of housing any vehicles and
equipment employed or required in connection with the supply servicing
maintaining overhauling repairing and replacing of any of the services
referred to in this Part of this Schedule
hereto
|
|
15.
|
The
proper cost of taking all steps deemed desirable or expedient by
the
Landlord for complying with making representations against or otherwise
contesting the incidence of the provisions of any legislation or
orders or
statutory requirements thereunder concerning town planning public
health
highways streets drainage or other matters relating or alleged to
relate
to the Main Building and for which the Tenant is not directly liable
hereunder
|
66
|
16.
|
Such
value added tax as shall be attributable to the services or heads
of
expenditure hereinbefore referred to (or any of them) and other matters
referred to in the Part of this Schedule or in the Lease and which
shall
be properly chargeable to the Tenant under the provisions of the
Value
Added Tax Act 1994 or any ;statutory modification or re-enactment
thereof
for the time being in force and any regulations or orders made or
having
effect thereunder
|
|
17.
|
Providing
such computer hardware software and ancillary equipment and also
such
communication and security systems within the Building as the Landlord
may
in its absolute discretion deem desirable or necessary for the better
running management enjoyment use and security of the
Building
|
|
18.
|
Providing
such other services materials goods and works as shall in the opinion
of
the Landlord or its agents be -reasonably necessary for the maintenance
reconstruction renewal repair protection and management of the
Building
|
|
19.
|
Providing
such other plant materials services goods and works as the Landlord
may in
its reasonable discretion deem desirable or
necessary
|
67
(Part
II)
|
1.
|
Keeping
the main walls roofs foundations and all other structural or
non-structural parts of the Main Building and the exterior and curtilage
thereof and all plant machinery equipment fixtures and fittings for
the
time being therein thereon or thereunder including without prejudice
to-the generality of the foregoing all plant machinery fixtures and
fittings for the time being located in the switchgear room shown
cross-hatched mauve on the plans annexed hereto and also including
any
works of whatsoever nature required to be carried out by any enactment
(which expression in this paragraph has the same meaning as is assigned
to
it in paragraph 1 of part I of this Schedule) in good and substantial
repair and decorative condition (notwithstanding that any want of
repair
may be due to an inherent defect in the same or otherwise or to normal
wear and tear or deterioration) save to the extent that the same
is the
subject of the Tenant’s repairing obligations contained in clause 3.9 of
this Lease (or are intended to be similarly provided for under the
provisions of the lease or leases to be granted in respect of the
remaining lettable accommodation within the Main Building) or are
provided
for in part I of this Schedule
|
|
2.
|
Running
and periodically inspecting servicing and maintaining or overhauling
repairing and replacing in the interests of good estate management
any
facilities or systems for the time being installed in the Main Building
the use of which are common to the Building and any other premises
comprised within the Main Building
|
|
3.
|
Effecting
and maintaining at all times insurance of the Main Building (including
the
lift shafts thereof) and all fixtures and fittings plant machinery
and
equipment from time to time therein but excluding all the lifts and
machinery ancillary thereto situate therein subject to such exclusions
and
limitations as may be imposed by the insurers in some insurance office
of
repute or with Underwriters or through such agency as the Landlord
shall
from time to time decide in such sum as shall in the Landlord’s reasonable
opinion represent the full reinstatement value thereof including
architects’ and surveyors’ and other professional fees and incidental
expenses against loss or damage by fire lightning explosion aircraft
riot
civil commotion strikers locked out workers persons taking part in
labour
disturbances malicious persons earthquake storm tempest flood bursting
overflowing discharging or leaking of water tanks apparatus or pipes
impact by road vehicles or animals subsidence and/or heave or landslip
and
all other insured risks and against public liability arising out
of or in
connection with any accident explosion collapse or breakdown and
against
employers liability and against loss of three years’ rent from time to
time payable hereunder and against loss of the amounts payable by
the
Tenant and other tenants of the Main Building towards the costs expenses
and outgoings of the kind mentioned in parts I and II of this Schedule
for
the period of three years and against all other risks as the Landlord
shall reasonably deem necessary (“the insured risks”) and the Landlord
will:-
|
68
|
(a)
|
make
available to the Tenant on request at the offices of the Landlord
or its
surveyors a copy of the policy for inspection on fourteen days reasonable
written notice and
|
|
(b)
|
procure
that the interest of the Tenant is noted on the
policy
|
|
(c)
|
notify
the Tenant of any changes in the risks covered by the
policy
|
|
4.
|
Save
insofar as the same is provided for in paragraph 5 of Part l of this
Schedule all electricity gas or other fuel and means of energy for
any
equipment comprised within the Main Building supplying services or
facilities the use of which is common to the Building and any other
premises comprised within the
Building
|
| 5. |
(a) Wages
expenses National Insurance Contributions residential accommodation
charges (where such accommodation is within the Building or the Main
Building) and any other expenses for such staff as the Landlord may
in its
absolute discretion deem desirable or necessary to enable the Landlord
to
provide the services referred to in this Part of this Schedule or
any of
them and for the general conduct management and the twenty-four hour
security of the Main Building
|
(b) Providing
such staff accommodation workshops and other rooms within the Main Building
as
the Landlord may in its absolute discretion deem desirable or necessary for
the
proper provision of the services referred to in this Part of this Schedule
or
any of them and for the general conduct management and the twenty-four hour
security of the Main Building
69
|
6.
|
If
the Landlord reasonably so desires the establishment and maintenance
of a
sinking fund to provide for any anticipated expenditure under this
Part of
this Schedule such a fund to be established and operated at its absolute
discretion in all respects but always in the interest of good estate
management of the Main Building
|
|
7.
|
Fire
protection periodical inspection servicing hire maintenance repair
and
renewal of the fire alarm system and any fire appliances or apparatus
of
whatsoever nature within the Main
Building
|
|
8.
|
Without
prejudice to the generality of paragraph 1 of this Part of this Schedule
the cost of decorating the exterior of the Main Building and of cleaning
and repointing the exterior stone and brickwork
thereof
|
|
9.
|
The
proper fees costs salaries and expenses of the Landlord’s surveyors staff
auditors accountants or managing agents for (inter alia) the provision
of
any of the works or services referred to in this Part of this Schedule
the
computation preparation and audit of any Certificate in relation
thereto
and for the general management of the Main Building and any other
proper
costs incurred in connection with the
same
|
|
10.
|
Any
proper costs incurred by the Landlord in connection with any maintenance
contracts entered into in respect of the plant apparatus and equipment
and
other services contained or supplied within the Main Building including
(but without prejudice to the generality of the foregoing) any proper
costs incurred in the preparation negotiation and completion of any
such
maintenance contracts
|
| 11. |
(a) The
proper fees of the Landlord’s’ surveyors architects quantity surveyors and
engineers for preparing any drawings and specifications reasonably
required by the Landlord for the carrying out of any of the services
referred to in this Part of this Schedule and for the supervision
of the
works
|
70
(b) Any
proper and reasonable legal fees incurred by the Landlord in connection with
the
management or administration of the Main Building or the service charge
including in connection with any enquiries or disputes to the same
|
12.
|
All
rates charges assessments impositions and other outgoings payable
by the
Landlord in respect of all parts of the Main Building not exclusively
occupied or intended to be occupied by a
tenant
|
|
13.
|
Providing
such refuse containers in such locations within the Main Building
as the
Landlord in its absolute discretion deem desirable or necessary to
keep
the Main Building in a clean and tidy condition and any proper costs
incurred in connection with the regular collection of refuse from
the same
or in connection with the installation within the Main Building of
a
suitable compactor for use in connection with the disposal of rubbish
should the Landlord in its absolute discretion deem desirable or
necessary
|
|
14.
|
Providing
such accommodation as the Landlord may in its absolute discretion
deem
desirable or necessary for the purpose of housing any vehicles and
equipment employed or required in connection with the supply servicing
maintaining overhauling repairing and replacing of any of the services
referred to in this Part of this
Schedule
|
|
15.
|
The
proper cost of taking all steps deemed desirable or expedient by
the
Landlord for complying with making representations against or otherwise
contesting the incidence of the provisions of any legislation or
orders or
statutory requirements thereunder concerning town planning public
health
highways streets drainage or other matters relating or alleged to
relate
to the Main Building and for which the Tenant is not directly liable
hereunder
|
|
16.
|
Such
value added tax as shall be attributable to the services or heads
of
expenditure hereinbefore referred to (or any of them) and other matters
referred to in this Part of this Schedule or in the Lease and shall
be
properly chargeable to the Tenant under the provisions of the Value
Added
Tax Act 1994 or any statutory modification or re-enactment thereof
for the
time being in force and any regulations or orders made or having
effect
thereunder
|
71
|
17.
|
Providing
such computer hardware software and ancillary equipment and also
such
communication and security systems within the Main Building as the
Landlord may in its absolute discretion deem desirable or necessary
for
the better running management enjoyment use and security of the Main
Building
|
|
18.
|
Providing
such other plant material services goods and works as the Landlord
may in
its reasonable discretion deem desirable or
necessary
|
72
SCHEDULE
5
Authorised
Guarantee Agreement
THIS
AUTHORISED GUARANTEE AGREEMENT is made on 200[ ]
BETWEEN:
| (1) |
[
] LIMITED
(Company Number [ ]) whose registered office
is
|
at[
]
(Tenant)
| (2) |
[
] LIMITED
(Company Number [ ]) whose registered office
is
|
at
[ ]
(Landlord)
| 1. |
PARTICULARS
|
|
1.1
|
“Assignee”
means [
|
| 1.2 |
“Lease”
means the lease of the Premises dated [ ]
and made between [ (1) and [ ] (2) and includes any deeds and documents
supplemental to it or entered into pursuant to
it
|
|
1.3
|
“Premises”
means [ ] as more particularly described in the
Lease
|
| 2. |
DEFINITIONS
AND INTERPRETATON
|
In
this
Agreement unless the context otherwise requires:-
| 2.1 |
Definitions:-
|
“Assignment”
means
the assignment of the Lease to the Assignee in accordance with the terms of
a
licence to assign completed immediately before this Agreement and made between
the Landlord (1) the Tenant (2) and the Assignee (3)
“Landlord”
means
the person so named as a party to this Agreement and any other person entitled
to the immediate reversion to the Lease
73
“Liability
Period”
means
the period starting on completion of the Assignment and ending at the end of
the
term of the Lease or if earlier on the date on which the Assignee assigns this
Lease or is released from its obligations under the Lease by the 1995
Act
“Particulars”
means
the descriptions and terms in the preceding section of this Agreement headed
Particulars which form part of this Agreement
“VAT”
means
Value Added Tax or any tax of a similar nature substituted for or levied in
addition to it
“the
1995 Act”
means
the Landlord and Tenant (Covenants) ▇▇▇ ▇▇▇▇
| 2.2 |
Interpretation
|
|
2.2.1
|
If
the Landlord or •the Tenant is more than one person then their covenants
are joint and several
|
|
2.2.2
|
Any
reference to a statute includes any modification, extension or
re-enactment of it and any orders regulations directions schemes
and rules
made under it
|
|
2.2.3
|
Reference
in this Agreement to any clause or schedule without further designation
shall be construed as a reference to the clause or schedule of this
Agreement so numbered
|
|
2.2.4
|
The
index and clause headings in this Agreement are for ease of reference
only
|
| 3. |
AUTHORISED
GUARANTEE
|
|
3.1
|
In
consideration of the Landlord consenting to the
Assignment:-
|
|
3.1.1
|
The
Tenant guarantees to the Landlord that the Assignee will pay the
rents
reserved by the Lease and comply with its other obligations under
the
Lease throughout the Liability Period and that if the Assignee does
not do
so that the Tenant will
|
74
|
3.1.2
|
The
Tenant covenants with the Landlord(- as a separate and independent
primary
obligation to the obligation contained in clause 3.1.1 to indemnify
the
Landlord against all losses costs damages and expenses suffered or
incurred by it due to any failure by the Assignee to comply with
any of
its obligations under the Lease at any time during the Liability
Period
|
|
3.2
|
The
Tenant’s liability under clauses 3.1.1 and 3.1.2 shall not be affected by
any disclaimer of the Assignee’s liability under the Lease any time or
indulgence granted to the Assignee or anything else which but for
this
provision would release the Tenant
-
|
|
3.3
|
If
the Lease is brought to an end in any way (except by surrender or
service
of a valid break notice) during the Liability Period and the Landlord
requires it within six months afterwards the Tenant will at its cost
accept a new lease of the Premises from the date of the premature
determination until the original date of contractual determination
of the
Lease on the terms of and at the rents reserved by the
Lease
|
|
3.4
|
If
the Landlord’s right to require the Tenant to accept a new lease arises
under clause 3.2 but for any reason the Landlord does not require
the
Tenant to do so the Tenant shall pay to the Landlord on demand an
amount
equal to the rent and other monies which would have been payable
under the
Lease for the period starting on the date of the event giving rise
to the
Landlord’s right and ending on the date six months after the date or if
earlier the date on which the Premises are re-let and any rent free
period
or period at a concessionary rent under the new letting
expires
|
| 3.5 |
The
Tenant
|
|
3.5.1
|
Confirms
that its liability under this Agreement is to the Landlord and its
successors in title without any need for an express
assignment
|
75
|
3.5.2
|
Waives
any right which it may otherwise have to require the Landlord to
enforce
any other remedy available to it or to proceed against the Assignee
before
proceeding against the Tenant
|
|
3.5.3
|
Shall
not make any claim or exercise any right against the Assignee in
competition with the Landlord
|
|
3.5.4
|
Shall
not be entitled to participate in or stand in the Landlord’s place in
respect of any other security held by the Landlord in respect of
the
Assignee’s obligations under the
Lease
|
| 4. |
COSTS
|
The
Tenant covenants with the Landlord to pay to it on demand on a full indemnity
basis all costs charges and expenses (including solicitors’ surveyors’ and other
professional fees) incurred by it in connection with this Agreement including
(without limitation) those arising from the consideration of the application
leading to this Agreement and its preparation negotiation and completion and
obtaining any consent, approval or information from anyone else.
| 5. |
VAT
|
All
money
payable by and taxable supplies made to the Tenant under this Agreement are
exclusive of VAT and the Tenant will pay all VAT properly chargeable in respect
of them at the time when the money is due or the supply is made
| 6. |
AUTHORISED
GUARANTEE AGREEMENT
PROTECTION
|
If
anything in this Agreement prevents it from being an Authorised Guarantee
Agreement within the meaning of the 1995 Act whether by virtue of section 15(5)
of the 1995 Act or otherwise it shall be read and construed as if the words
concerned were omitted with any necessary consequential amendments being made
so
that it always constitutes a valid authorised guarantee agreement within the
meaning of the 1995 Act
76
| 7. |
CONTRACTS
(RIGHTS OF THIRD PARTIES) ACT
1999
|
A
person
who is not a party to this Agreement has no right under the Contracts (Rights
of
Third Parties) ▇▇▇ ▇▇▇▇ to enforce any of its terms but this does not affect
any
right or remedy of a third party which exists or is available apart from that
Act
EXECUTED
AS A DEED
by the
parties on the date which first appears in this Deed
|
SIGNED
as a DEED and delivered
|
)
|
|
|
by
▇▇▇▇ ▇▇▇▇▇▇▇▇
|
)
|
|
|
in
the presence of
|
)
|
|
|
SIGNED
as a DEED and delivered
|
)
|
|
|
by
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
|
)
|
|
|
in
the presence of
|
)
|
|
|
Executed
as a deed and delivered
|
)
|
|
|
By
ZOO DIGITAL PUBLISHING LIMITED
|
)
|
|
|
acting
by
|
)
|
|
|
Director
|
||
|
Director/Secretary
|
77