DATED SEPTEMBER 29, 2000 2000
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ALDWYCH HOUSE BV and NEN BELEGGINGEN BV
and
CME DEVELOPMENT CORPORATION
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LEASE
of
Part Eighth Floor, Aldwych House,
00/00/00 Xxxxxxx, Xxxxxx XX0
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Xxxxxxx Xxxxxxxxx
Lacon House
Xxxxxxxx'x Road
London WC1X 8RW
Tel: 000 0000 0000
LEASE
DATE SEPTEMBER 29, 2000
PARTIES
(1) ALDWYCH HOUSE BV a company registered in the Netherlands with no.
14044777 and NEN BELEGGINGEN BV a company registered in the Netherlands
with no. 00000000 (hereinafter called "THE LANDLORD" which expression
shall where the context so admits include the person for the time being
entitled to the reversion immediately expectant on the determination of
the term hereby created);
(2) CME DEVELOPMENT CORPORATION a company incorporated in and organised under
the laws of the State of Delaware, USA and whose registered office is at
00 Xxxxxxxxx Xxxxxx, Xxxxx X-000, Xxxxxx, Xxxxxxxx 00000, XXX
(hereinafter called the "TENANT" which expression shall where the context
so admits include the Tenant's successors in title and assigns of the
Tenant).
IT IS AGREED AS FOLLOWS:
(A) The Landlord hereby demises unto the Tenant all that suite of offices
situate on part of the eighth floor of and being part of the Landlord's
building known as Aldwych House, 00/00/00 Xxxxxxx, Xxxxxx XX0 (hereinafter
called "THE BUILDING") which said suite of offices is shown for
identification only edged with the colour red on the plan annexed hereto
together with the fixtures and fittings in the nature of Landlord's
fixtures or fittings now or at any time during the term hereby granted in
and upon the said suite of offices or any part thereof and serving the same
whether exclusively or not together with all carpets and floor coverings in
the said suite of offices provided by the Landlord which carpets and floor
coverings (and the carpets and floor coverings renewing those so provided)
are included wherever reference is hereinafter made to such fixtures and
fittings (which said suite of offices fixtures and fittings are hereinafter
called "THE DEMISED PREMISES") together with the rights specified in the
First SCHEDULE hereto but except and reserved unto the Landlord and its
successors in title and assigns and the tenants and occupiers of other
parts of the Building and all other persons entitled thereto the easements
and rights specified in the Second SCHEDULE hereto to hold the same unto
the Tenant for the term of 15 years commencing on the date hereof
(hereinafter called "THE COMMENCEMENT DATE") but determinable as
hereinafter provided yielding and paying therefor first.
(i) RENT
During the period from the date hereof and ending on January 24 two
thousand and one the rent of a peppercorn (if demanded).
(ii) As from January 25 two thousand and one the annual rent of one hundred and
seventy five thousand pounds ((GBP)175,000) and any increase therein as
agreed or determined pursuant to the provisions of CLAUSE 2 hereof which
(inter alia) provides that the amount of such yearly rent payable from and
after a relevant date of review as therein mentioned
shall be set out in a memorandum separate from this Lease the aforesaid
yearly rents to be paid in each case without deduction by equal quarterly
payments in advance on the usual quarter days in every year (hereinafter
referred to as "PAYMENT DAYS") ("THE RENT FIRSTLY RESERVED").
(iii) SERVICE CHARGE
Secondly by way of further rent commencing on the date hereof and during
the remainder of the said term a service charge calculated and to be paid
in manner specified in the Third SCHEDULE hereto ("THE RENT SECONDLY
RESERVED").
(iv) INSURANCE
Thirdly by way of further rent a fair proportion conclusively to be
determined (save in the case of manifest error) by the Landlord's surveyor
(meaning a Chartered Surveyor appointed by the Landlord for the purposes of
this Lease) of the cost to the Landlord in complying with the covenant
contained in CLAUSE 3.3 hereof such further rent to be paid within seven
days after demand therefor by the Landlord ("THE RENT THIRDLY RESERVED").
(v) OTHER SUMS
Fourthly all other monies payable hereunder by the Tenant to the Landlord
and any value added tax to be paid on demand the rents Firstly Secondly and
Thirdly and Fourthly reserved hereunder and any other sums reserved as rent
being together referred to as "THE RENTS".
2. TENANT'S COVENANTS
The Tenant hereby covenants with the Landlord as follows:
2.1 PAYMENT OF RENT
To pay the Rents hereinbefore reserved at the times and in manner aforesaid
without deduction.
2.2 PAYMENT OF OUTGOINGS
2.2.1 To defray or (in the absence of direct assessment on the demised premises)
to pay to the Landlord on demand (save in so far as the same is paid by
way of the service charge) a fair proportion (to be determined by the
Landlord's surveyor acting reasonably whose decision shall save in the
case of manifest error be binding upon the Tenant) all existing and future
rates taxes duties assessments charges and impositions levies and
outgoings whatsoever whether parliamentary local or otherwise now or
hereafter payable by law in respect of the demised premises or any part
thereof by the owner Landlord Tenant or occupier thereof other than any
tax or levy payable by the Landlord by reason of a dealing by the Landlord
with or the ownership of its reversionary interest in the demised premises
or its receipt of the rents hereinbefore reserved.
2.2.2 To pay any value added tax (or similar tax) which may from time to time be
charged on the rent firstly reserved or on any other monies payable by the
Tenant under this Lease
2.3 REPAIRS ETC.
2.3.1 Throughout the said term (damage by fire and such other risks against
which the Landlord has insured excepted save in so far as the insurance
monies or any part thereof shall be irrecoverable in consequence of any
act or default of the Tenant or any person deriving title under the Tenant
or any of the servants or agents or licensees of the Tenant or of any such
person) well and substantially to repair and keep in good and substantial
repair and condition:
(a) all non-load-bearing walls within the demised premises (and the
plaster and finishes thereof);
(b) the plaster and finishes on the internal faces of the boundary walls
and on the structure enclosing the demised premises;
(c) the plaster and finishes on all structural parts of the Building
within the demised premises;
(d) all floors in the demised premises (including all floor boxes raised
floors and the supports thereof) and all floor finishes down to but
excluding structural slabs;
(e) all ceilings of the demised premises (up to but excluding structural
slabs);
(f) the glass in all the doors and in all windows of the demised premises;
(g) all sash cords (if any) of the demised premises;
(h) all doors of the demised premises;
(i) all fixtures and fittings of the nature of the Landlord's fixtures or
fittings and all sanitary and water apparatus and all conducting media
exclusively serving the demised premises; and
(j) all other parts of the interior of the demised premises other than:
(i) all structural parts of the Building within the demised premises
(save for the plaster finishes thereof aforesaid);
(ii) the window frames;
(iii) the heating cooling and ventilating apparatus and the sprinkler
system (if any) forming part of the demised premises; and
(iv) any conducting media serving other parts of the Building.
2.3.2 To renew and replace from time to time as necessary all fixtures and
fittings of the nature of Landlord's fixtures and fittings forming part of
the demised premises (other than heating and air-conditioning apparatus)
which may be beyond repair.
2.3.3 Not to carry out repairs to any:
(a) heating or air-conditioning apparatus;
(b) sprinkler system;
(c) fire hoses;
(d) emergency lighting system;
(e) intruder alarm system;
(f) fire alarm system; or
(g) other fire prevention and detection system or any equipment
belonging thereto within the demised premises.
2.3.4 As often as may be necessary and in any event in the last six
months of the tenancy hereby created (howsoever determined) to
replace the carpets included in this demise with new carpets of
the same quality such new carpets to be of a colour and quality
first approved in writing by the Landlord (such approval not to be
unreasonably withheld).
2.4 REDECORATION
2.4.1 In every fifth year of the said term (the time in each case being computed
from the commencement date) and in any event in the last three months of
the term (howsoever determined) in a proper and workmanlike manner with
good quality materials and to the reasonable satisfaction of the Landlord
to prepare and paint or otherwise appropriately treat all such parts of
the interior of the demised premises (including the interior of the window
frames) as have been previously or are usually so dealt with and re-paper
re-cover or re-line the parts usually papered covered or lined with good
quality suitable paper vinyl covering or fabric or other covering provided
always that the painting and redecorating in the last three months of the
term shall be carried out in colours tints and patterns first approved in
writing by the Landlord (such approval not to be unreasonably withheld).
2.4.2 Regularly to clean the washroom areas (if any) on the eighth floor of the
Building in respect of which the Tenant has exclusive rights of use and to
maintain them at all times in a clean and tidy condition in each case to
the Landlord's reasonable satisfaction.
2.4.3 Not to paint or permit to be painted:
(a) any of the woodwork of the demised premises which is at the date
hereof varnished or polished;
(b) (except with an emulsion paint or with such other suitable type of
paint as shall be first approved in writing by the Landlord's surveyor
whose approval shall not be unreasonably withheld in the case of a
type of paint which is not oil based) the ceiling tiles or other
covering comprising part of any false or suspended ceiling in the
demised premises; or
(c) any other part of the demised premises which requires treatment other
than painting.
2.4.4 Not to paint or permit to be painted or otherwise treated the
sprinkler heads (if any) within the demised premises.
2.4.5 To renew and replace any sprinkler head painted over by the Tenant or
its undertenant or otherwise treated and to renew any other part of
the demised premises painted in breach of the foregoing covenants save
that in the case of woodwork the Tenant may remove the paint therefrom
and varnish or polish the same.
2.5 WORKS REQUIRED BY STATUTE LOCAL AND OTHER AUTHORITIES
To observe and perform in relation to the demised premises all
requirements of and to do and execute or cause to be done and
executed all such works and things as under or by virtue of any Act
of Parliament local Acts building regulations or bye-laws already or
hereafter
to be passed and rules and regulations thereunder as now are or shall
or may be directed or required to be done or executed upon or in
respect of the demised premises or any part thereof or in respect of
the use thereof whether by the owner Landlord Tenant or occupier
thereof and at all times during the term hereby granted to indemnify
and keep indemnified the Landlord against all claims demands expenses
and liability in respect thereof.
2.6 PLANNING
2.6.1 At all times during the term hereby created to comply with the
provisions and requirements of the Town and Country Planning Act 1990,
the Planning (Listed Buildings and Conservation Areas) Act 1990, the
Planning (Hazardous Substances) Act 1990, the Planning (Consequential
Provisions) Act 1990, the Planning and Compensation Act 1991 and any
subsequent legislation of a similar nature and any orders plans
regulations permissions consents and directions made under or in
pursuance thereof (hereinafter collectively referred to as "THE
PLANNING ACTS") (in so far as the same directly relate to the demised
premises or to the Tenant's occupation of the demised premises) and to
indemnify (as well after the expiration of the said term by effluxion
of time or otherwise as during its continuance save in respect of any
such matters arising after the said expiration of the said term) and
to keep the Landlord indemnified against all liability whatsoever
including costs and expenses in respect of any breach of this covenant
and as soon as practicable to produce to the Landlord on receipt by
the Tenant of notice thereof any notice order or proposal therefor
made given or issued under or by virtue of the Planning Acts affecting
or relating to the demised premises and at the request of the Landlord
to make or join with the Landlord in making every such objection or
representation against the same as the Landlord shall reasonably
require.
2.6.2 Not without the previous consent in writing of the Landlord (such
consent not to be unreasonably withheld) to:
(a) apply for, nor to permit any person deriving title under the
Tenant to apply for, any planning permission relating to the
demised premises or to any part thereof or to the use thereof or
any part thereof and in the event of the Landlord reasonably
attaching any conditions to such consent as aforesaid not to
apply or permit any application for any such planning permission
save in accordance with the said conditions;
(b) implement or permit to be implemented any planning permission
save where the planning permission relates to any matter where
either no further consent of the Landlord is required hereunder
or such consent has been given; or
(c) enter into any agreements with the local or other authority
whether pursuant to the Planning Acts or otherwise.
2.6.3 Within 14 days after the grant or completion thereof to supply to
the Landlord a copy of any such planning permission and the
application therefor and any such agreement and any correspondence
or drawings incidental or relating thereto.
2.7 ALTERATIONS AND ADDITIONS
2.7.1 Not to injure cut maim alter or make additions to or permit to be
injured cut maimed or altered or additions made to any of the
timbers walls or partitions or any other part of the
demised premises or the Building save in connection with any of
the express rights granted to the Tenant (but then only in
accordance with the provisions of such express rights).
2.7.2 Not without the consent of the Landlord (such consent not to be
unreasonably withheld) to alter or permit to be altered the
heating cooling or ventilating apparatus or the sprinkler system
(if any) forming part of the demised premises.
2.7.3 Not to make or permit to be made any internal non structural
alteration in or addition to the demised premises or the
architectural decorations or in the layout or arrangement thereof
or to the Building without the previous written consent of the
Landlord (such consent not to be unreasonably withheld).
2.7.4 Where it is reasonable having regard to the extent and nature of
any alterations or additions proposed to provide security to the
Landlord's satisfaction for the carrying out and completion of any
works of alteration or addition to the demised premises for which
the Landlord's consent is required.
2.7.5 Without prejudice to any of the foregoing provisions of this
sub-CLAUSE 1.7 at the request of the Landlord forthwith:
(a) to make good any such timber wall partition or other part
injured cut or maimed; and
(b) to demolish and remove any alteration or addition made in
breach of this sub-clause and in each case to restore the
demised premises to their previous condition to the proper
satisfaction of the Landlord.
2.7.6 To notify the Landlord in writing as soon as possible of:
(a) completion of any alteration or addition to the demised
premises and/or after the installation of any fixtures and
fittings which may be installed by the Tenant or any
undertenant and which may become landlord's fixtures and
fittings; and
(b) the cost of such alterations or additions and/or
reinstatement value of such fixtures and fittings.
2.7.7 At the expiration or sooner determination of the tenancy hereby
created the Tenant will if and in so far as reasonably required by the
Landlord at the Tenant's own cost reinstate and make good to the
reasonable satisfaction of the Landlord the demised premises and
restore the same to the plan and design as if no alteration or
addition other than floor boxes and carpeting had been made by the
Tenant or its undertenants licensees or occupiers during the Term and
to pay the proper and reasonable expenses incurred by the Landlord
(including surveyors' fees) of and incidental to the superintendence
of such reinstatement and making good.
2.8 ELECTRICAL SYSTEM
Not to overload or permit to be overloaded any part of the electrical
system in or serving the demised premises and not except in
accordance with any current codes of practice to make any alteration
or addition to such system.
2.9 AVOIDANCE OF INSURANCE
2.9.1 Not to do or allow to be done anything whereby any insurance for
the time being effected on the demised premises or any part
thereof (or the Building or any part thereof or any adjoining or
neighbouring property for the time being of the Landlord) may be
rendered void or voidable or be in any way affected, nor do or
allow to be done anything whereby any additional premium may
become payable for the insurance of the demised premises the
Building or any part thereof or any such adjoining or neighbouring
property and to comply with all recommendations of the insurers as
to fire precautions relating to the demised premises.
2.9.2 To indemnify the Landlord in respect of all damages costs charges
expenses and other expenditure suffered or incurred by the
Landlord by reason of any act neglect default or omission of the
Tenant its undertenants and their respective agents servants
employees contractors invitees and others for whom it is
responsible which renders wholly or partially irrecoverable any
money under any policy of insurance effected in respect of the
demised premises or the Building.
2.9.3 In the event of the demised premises or any part thereof (or the
access thereto) being destroyed or damaged to give notice in
writing thereof to the Landlord as soon as is practicable
following the happening of the event.
2.10 HEAVY ITEMS OF MACHINERY
2.10.1 Not to take to or permit to be taken to or remain upon the demised
premises any safe or any machinery (other than normal office
machinery not giving rise to a breach of sub-CLAUSE 1.10.2 below)
or any heavy goods or appliances without the previous written
consent of the Landlord and to ensure that the same are placed
only in such position as shall be approved by the Landlord in
writing (such consent and approval not to be unreasonably
withheld).
2.10.2 Not to do or bring or permit to be done or brought in or upon the
demised premises or the Building anything which may throw on the
demised premises or the Building or any part thereof any weight or
strain in excess of that which the same is designed to bear.
2.11 AERIALS AND SIMILAR APPARATUS AND INTERFERENCE
2.11.1 Not without the consent in writing of the Landlord (such consent not
to be unreasonably withheld or delayed) to affix or permit to be
affixed to the outside of the demised premises or any part thereof any
wireless radio or television aerial or similar apparatus and not to
make any claim against the Landlord in respect of interference to
reception of wireless radio or television transmissions or to the
operation of any appliance in or upon the demised premises suffered or
alleged to be suffered by reason of the use of electrical or other
apparatus in or upon the Building or on any adjoining or neighbouring
property of the Landlord other than by interference with the
electrical supply to the demised premises.
2.11.2 Not to cause or permit or suffer to be caused interference to others
by any radio or electromagnetic signal emitted by the use of apparatus
operated or installed in or upon the demised premises.
2.12 PROHIBITION OF GAMING APPARATUS
Not to install or permit to be installed any amusement or gaming
apparatus or device in or upon the demised premises or any part
thereof.
2.13 OFFICE USE ONLY
2.13.1 Not at any time to allow or permit or suffer the demised premises
or any part thereof to be used for sleeping purposes.
2.13.2 Not to hold or permit or suffer to be held any sale by auction or
any exhibition or show or spectacle of any kind upon the demised
premises or any part thereof.
2.13.3 Not to use or permit or suffer to be used the demised premises or
any part thereof for any illegal or immoral purpose or for any
dangerous noxious noisy or offensive purpose whatsoever.
2.13.4 Not to use or permit of suffer to be used the demised premises or
any part thereof for any purpose except that of high class offices
with ancillary facilities.
2.14 ADVERTISEMENTS
Not (save as permitted by this Lease) without the previous written
consent of the Landlord to set up or exhibit upon any part of the
demised premises any placard poster signboard notice or advertisement
which shall be visible from outside the demised premises.
2.15 REGULATIONS
To observe and cause to be observed at all times:
2.15.1 reasonable regulations imposed by the Landlord in respect of the
lifts and escalators in the Building and for the general running
orderliness and management of the Building and the services
thereof and the curtilage thereof as already or from time to time
hereafter notified in writing by the Landlord to the Tenant; and
2.15.2 the regulations set out in the Fourth SCHEDULE hereto or as they
shall be reasonably altered or added to from time to time by
notice in writing by the Landlord to the Tenant and this
sub-clause shall be without prejudice to the generality of any
other provision contained in this Lease which shall touch and
concern the same subjects.
2.16 WAITING ACCOMMODATION TO BE IN THE DEMISED PREMISES AND AS TO DOORS
To ensure that all requisite waiting accommodation for callers and
clients is provided within the demised premises and that the doors
leading from the common landings or corridors into the demised
premises and all doors designated as fire check doors are not left
open.
2.17 NUISANCE OR DAMAGE
2.17.1 Not to play or permit to be played in the demised premises any
musical instrument gramophone radio radiogram television set tape
recorder or similar apparatus so as to be audible outside the
demised premises.
2.17.2 Not to do or permit or suffer to be done anything in or upon the
demised premises or any part thereof or in or upon any other part of
the Building or in or upon any other area which the Tenant is by
virtue of this Lease authorised to use (whether in common with others
or not) which may be or become a nuisance to or cause damage to the
Landlord or the tenants or occupiers of any other part of the Building
or of other property in the neighbourhood or to the public local or
any other authority.
2.18 LIGHT AND AIR AND OTHER EASEMENTS
2.18.1 Not to block up darken or obscure or permit to be blocked up
darkened or obscured any doorway passage window light opening or
grating belonging to the demised premises nor to do or suffer to be
done anything which may interfere with the access of light or air to
any portion of the Building and to give to the Landlord immediate
notice of any encroachment or attempted encroachment made in or upon
the demised premises or any part thereof and any act matter or thing
whereby or by reason whereof any damage injury or disturbance may be
done or occasioned thereto or to any part thereof.
2.18.2 Not to give any third party any acknowledgement that the Tenant
enjoys the access of light through any of the windows or openings in
the demised premises or any other right or easement by or with the
consent of such third party nor to pay to such third party any sum of
money nor to enter into any agreement with such third party for the
purpose of inducing or binding such third party to abstain from
obstructing the access of light to any of such windows or openings or
from exercising any other right or easement and in the event of any of
the owners or occupiers of adjacent or neighbouring land or buildings
or the occupiers of other parts of the Building doing or threatening
to do anything which obstructs the access of light through any of the
windows or openings in the demised premises or the exercise of any
other right or easement to notify the same forthwith to the Landlord
and to permit the Landlord if necessary to bring all such actions as
it may think fit against any such persons in respect of the
obstruction of the access of light to any of the windows or openings
in the demised premises or the obstruction of the exercise of any
other right or easement.
2.19 NOTICE OF NECESSARY REPAIRS AND OTHER MATTERS
To permit the Landlord and its agents with all necessary workmen
materials and appliances at all reasonable times following a
reasonable period of prior written notice (or at any time in case of
emergency) to enter upon and examine the state of repair and
condition of the demised premises and the user thereof and to take
any photographs measurements plans and sections thereof and thereupon
the Landlord may require the Tenant by notice in writing to carry out
or do any repairs or redecorations or any other acts deeds or things
necessary to be done and for which the Tenant is liable under these
presents and if the Tenant shall not within two months or (in case of
emergency) immediately after service of such notice commence and
thereafter proceed diligently with compliance therewith then to
permit the Landlord to enter upon the demised premises to do all or
any of the things referred to in such notice and the proper cost
thereof (which expression shall include but not be limited to all
legal costs and surveyors' fees and other expenditure whatsoever
attendant thereon) shall be paid by the Tenant within 30 days of a
written demand and if not so paid the cost
aforesaid and interest thereon as hereinafter provided shall be a debt
due to the Landlord from the Tenant and shall forthwith be recoverable
by action.
2.20 ACCESS OF LANDLORD
To permit the Landlord and its agents and other persons authorised by
them with all necessary workmen materials and appliances at all
reasonable times following a reasonable period of written notice (or
at any time in case of emergency) to enter upon the demised premises
for all or any of the following purposes namely:
2.20.1 taking inventories of landlord's fixtures and fittings therein;
2.20.2 effecting decorations repairs tests or works to adjoining or
neighbouring property or tests to the demised premises or any matters
acts or things which may be requisite under the provisions of this
Lease or to comply with any Act of Parliament statutory instrument
order building regulation or other regulation or local bye-law or
otherwise and which cannot be carried out or is impractical to carry
out at reasonable cost other than by entry on the demised premises,
such works to be carried out as expeditiously as is reasonably
practicable causing as little disturbance to the Tenant as is
reasonably practicable and doing as little damage as may be to the
demised premises and all damage thereby occasioned to the demised
premises being made good or procured to be made good by the Landlord;
2.20.3 inspecting cleansing maintaining testing repairing altering laying
fixing constructing renewing re-laying and connecting up to any
conducting media used or to be used for or in connection with any
adjoining or neighbouring property or for inspecting cleansing
maintaining repairing altering renewing or removing anything being the
property of the Landlord in or upon but not being part of the demised
premises including (without prejudice to the generality of the
foregoing) the plant room on the fourth floor of the Building and the
plant therein contained and the sanitary and other installations
within the washroom areas on the fourth floor of the Building in
respect of which the Tenant is granted exclusive rights of use such
works to be carried out as expeditiously as reasonably practicable
causing as little disturbance to the Tenant as is reasonably
practicable and doing as little damage as may be to the demised
premises and all damage thereby occasioned by the Landlord to the
demised premises and to the Tenant's possessions and fittings being
made good by the Landlord but without payment of compensation for any
annoyance nuisance loss noise vibration or inconvenience caused as a
result of the proper exercise of the Landlord's right of entry in
accordance with the provisions of this clause;
2.20.4 carrying out the works and providing the services amenities and
facilities referred to in the Third SCHEDULE hereto such works to be
carried out as expeditiously as reasonably practicable causing as
little disturbance to the Tenant as is reasonably practicable and
doing as little damage as may be to the demised premises and all
damage thereby occasioned by the Landlord to the demised premises and
to the Tenant's possessions and fittings being made good by the
Landlord but without payment of compensation for any annoyance
nuisance loss noise vibration or inconvenience caused as a result of
the proper exercise of the Landlord's right of entry in accordance
with the provisions of this clause;
2.20.5 carrying out any such works as are referred to in CLAUSE 5.2 hereof
such works to be carried out as expeditiously as reasonably
practicable causing as little disturbance to the Tenant as is
reasonably practicable and doing as little damage as may be to the
demised premises and all damage thereby occasioned by the Landlord to
the demised premises and to the Tenant's possessions and fittings
being made good by the Landlord but without payment of compensation
for any annoyance nuisance loss noise vibration or inconvenience
caused as a result of the proper exercise of the Landlord's right of
entry in accordance with the provisions of this clause;
2.20.6 enabling prospective purchasers mortgagees or tenants of the Building
or any part thereof and their agents to view the demised premises;
2.20.7 for any proper purpose connected with management of the Building; and
2.20.8 for all or any such purposes to erect scaffolding and/or other like
apparatus and/or ladders and/or cradles and other like appliances or
apparatus upon the demised premises or any part thereof or outside the
demised premises provided that no such erections shall be made within
the demised premises except where reasonably necessary provided that
in the case of such works the landlord shall consult with the Tenant
and if it would be reasonably possible to carry out such works in a
manner preferred by the Tenant but which would involve the Landlord in
extra costs or losses the Landlord shall at the Tenant's request use
its reasonable endeavours to comply with the Tenant's requirements in
which event the Tenant shall on demand pay to the Landlord the amount
or amounts as certified from time to time by the Landlord's surveyor,
architect or accountant (as the case may be) of the extra costs
incurred or losses sustained by it as a result of such compliance.
2.21 ALIENATION
2.21.1 In this CLAUSE 1.21 the following expressions have the following
meanings:
(a) "AUTHORISED GUARANTEE AGREEMENT"
has the meaning defined in and for the purposes of section 16 of the
Landlord and Tenant (Covenants) Act 1995 which shall be made by
separate deed;
(b) "PERMITTED OCCUPIER"
means a company which is a member of the same group of companies of
which the Tenant is a member and meets the criteria set out in section
42(1) of the Landlord and Tenant Act 1954.
2.21.2 Not to hold on trust for another or assign charge or underlet part
with or share possession or occupation of the whole of the demised
premises or any part or agree so to do or permit any person to occupy
the same save (subject to this clause) by way of an assignment charge
or underlease of the whole.
2.21.3 Not to assign charge or underlet the whole of the demised premises
except as provided in this clause and then only with the prior written
consent of the Landlord (such consent not to be unreasonably withheld
or delayed and subject in the case of an assignment to sub-CLAUSEs
1.21.4 and 1.21.5 and 1.21.6 and in the case of an underletting to
sub-CLAUSEs 1.21.7-1.21.10 (inclusive)).
2.21.4 ASSIGNMENT
For the purpose of section 19(1A) of the Landlord and Tenant Act 1927
it is agreed that the Landlord shall not be regarded as unreasonably
withholding consent to any proposed assignment of the whole of the
demised premises if it is withheld on the ground (and it is the case)
that any one or more of the circumstances mentioned below exist
(whether or not such withholding is solely on such ground or on that
ground together with other grounds):
(a) in the Landlord's reasonable opinion the proposed assignee is not
or will not be able to pay the Rents reserved by this Lease as
and when they fall due and/or to observe and perform the
obligations of the Tenant under this Lease and any Supplemental
Document;
(b) there are arrears of the Rents reserved hereunder at the date of
the application for the assignment to the proposed assignee
and/or the proposed date for completion of the licence giving the
Landlord's consent;
(c) the proposed assignee is a member of the same group of companies
of which the Tenant is a member as defined in section 42(1) of
the Landlord and Tenant Act 1954.
2.21.5 On any assignment:
(a) the Tenant and any Surety of the Tenant shall enter into an
Authorised Guarantee Agreement which will be in such reasonable
and proper form as the Landlord may reasonably require and be
prepared by or on behalf of the Landlord and at the reasonable
cost of the Tenant;
(b) if the Landlord reasonably so requires the Tenant will obtain one
or more acceptable guarantors for the proposed assignee who will
covenant with the Landlord in the terms (mutatis mutandis) set
out in the Fifth SCHEDULE;
(c) if the Landlord reasonably so requires (taking account of the
requirement for any guarantor) the proposed assignee will prior
to the assignment enter into such reasonable rent deposit
arrangement and/or provide such additional security for
performance by the proposed assignee of its obligations under
this Lease as the Landlord may reasonably require; and
(d) any guarantor of the Tenant's obligations shall enter into a
guarantee (which shall be in such reasonable form as the Landlord
may reasonably require) that the Tenant will comply with the
Authorised Guarantee Agreement referred to in (a) above and
indemnify the Landlord against any breach by the Tenant of the
Authorised Guarantee Agreement.
2.21.6 Sub-CLAUSEs 1.21.4 and 1.21.5 shall operate without prejudice to
the right of the Landlord to refuse such consent on any other
reasonable ground or grounds where such refusal would be
reasonable or to impose further reasonable conditions upon the
grant of consent where such imposition would be reasonable.
2.21.7 UNDERLETTING
(a) Not to underlet the whole of the demised premises at a fine or a
premium or at a rent less than the open market rent of the
demised premises in each case at the time of such underlease.
(b) Not to grant an underlease of the whole of the demised premises
until the Landlord has given its approval of an order of a court
of competent jurisdiction made under section 38(4) of the
Landlord and Tenant Act 1954 authorising an agreement excluding
sections 24 to 28 (inclusive) from the tenancy to be created by
the underlease. The Tenant shall supply the Landlord with a copy
of the order (with the form of underlease) certified by
solicitors as a true copy of the original for this purpose.
2.21.8 Upon the Landlord consenting to an underletting of the whole of
the demised premises to procure that the underlease contains:
(a) an unqualified covenant on the part of the undertenant with the
Tenant that the undertenant will not assign or charge (or agree
so to do) any part or parts of the premises (as distinct from the
whole) demised by such underlease and will not underlet or (save
by way of an assignment of the whole) part with or agree so to do
or share possession of or permit any person to occupy the whole
or any part of the premises demised by such underlease;
(b) a covenant on the part of the undertenant with the Tenant that
the undertenant will not assign or charge (or agree so to do) the
whole of the premises demised by such underlease without the
previous consent in writing of the Landlord such consent not to
be unreasonably withheld or delayed;
(c) a covenant by the undertenant (which the Tenant undertakes to
enforce) to prohibit the undertenant from doing or suffering any
act or thing upon or in relation to the premises demised by the
underlease which will contravene any of the Tenant's obligations
in this Lease;
(d) provision for review of the rent (in an upwards direction only)
reserved by the underlease corresponding both as to terms and
dates with the provisions set out in CLAUSE 2; and
(e) a condition for re-entry on breach of any covenant on the part of
the undertenant or any other ground in respect of the undertenant
specified in CLAUSE 5.3.
2.21.9 To procure in any underletting of the whole of the demised premises
that the rent under such underletting is reviewed in accordance with
the terms of such review but not to agree the rent payable under such
underlease with the undertenant without the prior written consent of
the Landlord (such consent not to be unreasonably withheld or delayed)
and to procure that if the rent under any underlease is to be
determined by an independent person not to determine whether such
person is to act as an expert or as an arbitrator without the
Landlord's prior written consent and to procure that the Landlord's
representations as to the rent payable thereunder are made to such
independent person to the reasonable satisfaction of the Landlord.
2.21.10 Not to vary the terms of any underlease permitted under this clause
(or agree so to do) without the Landlord's prior written consent (such
consent not to be unreasonably
withheld or delayed) and not to commute or waive any rents payable by
any such underlease.
2.21.11 Notwithstanding anything contained in this clause the Tenant may share
occupation of the demised premises with a Permitted Occupier provided
that:
(a) no tenancy is created by such occupation;
(b) the rights of the Permitted Occupier immediately determine on it
ceasing to fall within the definition of a Permitted Occupier;
and
(c) the Tenant will give notice to the Landlord within 14 days of the
commencement and termination of each sharing of occupation of the
demised premises.
2.21.12 From time to time during the Term to furnish to the Landlord on demand
full particulars of all derivative interests of or in the demised
premises however remote or inferior.
2.22 REGISTRATION
Within one month after any assignment of this Lease or the grant of
any underlease or sub-underlease (whether mediate or immediate) or the
assignment of any such underlease or sub-underlease or after any
disposition or devolution of the demised premises or any part thereof
or after any Order of Court or private or local Act of Parliament
affecting the demised premises or any part thereof to give notice
thereof in writing to the Landlord or the solicitors for the time
being of the Landlord and to produce to the Landlord or its said
Solicitors the relevant deed or instrument and on giving such notice
to pay a reasonable fee being not less than Thirty Five Pounds
((GBP)35) plus value added tax for the registration thereof.
2.23 NOTICES UNDER SECTION 146 OF THE LAW OF PROPERTY ACT 1925
To pay on demand all proper costs and expenses (including solicitors'
costs and surveyors' fees) incurred by the Landlord in reference to
any breach giving rise to right of re-entry under the provisions in
that behalf hereinafter contained whether or not forfeiture is waived
or avoided and whether or not by relief granted by the Court and also
to pay on demand the like costs and expenses of any requisite notice
relating to the repair or redecoration of the demised premises in
connection with the delivery up thereof at the expiration or sooner
determination of the said term.
2.24 NOTICE OF RE-LETTING
Whether or not any notices have been served under the Landlord and
Tenant Act 1954 to permit the Landlord at any time after a date six
months before the expiration of the said term to affix and retain
without interference upon any part of the exterior of the demised
premises other than at any entrance to the demised premises a notice
for re-letting the same and to permit persons accompanied by the
Landlord or the agent of the Landlord at reasonable times of the day
during business hours and following not less than 24 hours' prior
written notice to view the demised premises.
2.25 TO INFORM LANDLORD OF NOTICES RECEIVED
Forthwith on receipt of notice to give full particulars in writing to
the Landlord of any permission notice order or proposal for a notice
or order made given or issued by any government department local or
public authority under or by virtue of any statutory powers affecting
or likely to affect the demised premises or any part thereof and if
so required by the Landlord to produce a copy of such permission
notice order or proposal for a notice or order to the Landlord and
also where the notice concerns any matter for which the Tenant is
responsible under the terms of this Lease without delay to take all
necessary steps to comply with any such notice or order in so far as
such notice or order concerns the demised premises.
2.26 TO DISCLOSE INFORMATION
If the Tenant shall make any application to the Landlord for any
consent or approval of the Landlord required under the terms of this
Lease the Tenant shall also disclose such information as the Landlord
shall properly require in relation to or incidental to or whatsoever
or howsoever concerning or appertaining to such application.
2.27 TO PAY COSTS
To pay the proper and reasonable legal charges and surveyors' fees
and other professional fees incurred by or of the Landlord and the
stamp duty on the licences and duplicates resulting from all
applications by the Tenant for any consent or approval of the
Landlord required by this Lease (whether in accordance with the
express rights granted to the Tenant or otherwise) including
reasonable and proper legal charges surveyors' fees and other
professional fees and expenses actually incurred in cases where
consent or approval is refused where the Landlord is entitled to
refuse the same or the application is withdrawn.
2.28 TO PAY VALUE ADDED TAX
To pay in addition to any monies due from the Tenant under the terms
and provisions of this Lease at the respective times when such monies
are due such value added tax as shall be chargeable in respect of any
such monies subject to the Landlord having supplied to the Tenant a
value added tax invoice.
2.29 COSTS OF BAILIFFS ETC.
To pay to the Landlord on demand all proper costs charges and
expenses including bailiffs' costs solicitors' costs surveyors' fees
and other professional costs and fees properly incurred by the
Landlord for or in connection with the levy of a distress for the
rents payable hereunder or any part thereof or as a result of the
bailiffs being paid the said rents or any part thereof whether or not
any distress in the event be levied or otherwise for or in connection
with the recovery of arrears of the said rents or other monies
payable by the Tenant hereunder.
2.30 INTEREST ON OVERDUE PAYMENTS
If and so often as any rent (whether formally demanded or not) or any
other money due from the Tenant under the provisions of this Lease
shall be unpaid seven days (7) following the
due date on demand from the Landlord to pay interest on such unpaid
rent and other unpaid monies from the due date until payment (whether
before or after judgment) at the rate of four per cent per annum
above the base rate of HSBC Bank plc (or such other London clearing
bank as the Landlord may from time to time nominate) in force at the
due date or such rate as shall at the due date be equivalent thereto.
2.31 RESPONSIBILITY FOR DAMAGE
To be responsible for and to indemnify the Landlord against all
damage occasioned to the demised premises or any adjacent or
neighbouring property including the Building or the services thereof
or to any person or chattel (whether or not upon the demised
premises) caused by any act default or negligence of the Tenant or
the servants agents licensees or invitees of the Tenant.
2.32 YIELDING UP
To yield up the demised premises (but not with trade and other
tenant's fixtures) with vacant possession at the end or sooner
determination of the tenancy hereby created in good and substantial
repair and condition in accordance with the covenants hereinbefore
contained.
3. RENT REVIEW
Provided always and it is hereby agreed:
3.1 After the expiration of each period of five years of the tenancy
hereby created (the time in each case being computed from and
including the commencement date and the day following the date of
expiration of each such period being hereinafter referred to as the
"RELEVANT DATE OF REVIEW") the first yearly rent shall be (subject as
hereinafter provided) such sum (hereinafter called "THE SAID SUM") as
shall be agreed between the Landlord and the Tenant (or decided by
the competent person as hereinafter provided) as representing the
open market annual rent at which the demised premises could be let at
the relevant date of review on a lease:
3.1.1 for a term of ten (10) years commencing on the relevant date of
review;
3.1.2 as between a willing landlord and a willing tenant;
3.1.3 with vacant possession;
3.1.4 without the payment of any fine or premium;
3.1.5 upon the suppositions (whether or not fact) that:
(a) the Landlord and the Tenant have respectively complied with their
obligations herein imposed on them (but without prejudice to any
rights or remedies of the Landlord in regard thereto);
(b) the demised premises are available for immediate beneficial
occupation and use;
(c) no work has been carried out thereon by the Tenant or any
undertenant whether before or after the commencement date (other
than pursuant to an obligation to the Landlord contained in this
Lease save where such obligation arises as a result of
any works to the demised premises carried out by the Tenant)
which has diminished the rental value of the demised premises;
and
(d) if the Building or any part thereof or any amenity thereto
belonging or any access thereto shall have been damaged or
destroyed the same had before the relevant date of review been
fully reinstated;
(e) that the willing tenant has had the benefit of any rent free or
concessionary rent period which would be granted for the purposes
of fitting out at the relevant date of review in the open market
on a letting of the demised premises on the terms of this
hypothetical letting so that the said sum shall represent the
rent which would be reserved as payable at the expiry of such a
period; and
(f) the demised premises are fitted out with floor boxes and
carpeting to the specification and quality commensurate with
those in the remainder of the lettable areas of the Building;
3.1.6 on the terms and conditions of this Lease (other than as to the
amount of rent but including provisions for review) and upon the
assumption that the demised premises may be used for the purposes
permitted by this Lease of this Lease including the provisions of
this CLAUSE there being disregarded:
(a) any goodwill attributable to the demised premises by reason of
any trade or business carried on therein by the Tenant or any
permitted undertenant;
(b) any effect on rent of any improvements or alterations to the
demised premises carried out not more than fifteen (15) years
before the relevant date of review by the Tenant or any
undertenant with the consent of the Landlord (where required)
other than any such effected at the expense of the Landlord or in
pursuance of any obligation to the Landlord whether under the
provisions of this Lease or any other deed or document;
(c) any effect on rent of the fact that the Tenant or its
predecessors in title have been in occupation of the demised
premises or any other premises within the Building or near
thereto;
(d) any effect on rent of any rent free period or rental concession
that may have been granted at the commencement of the term for
fitting out the demised premises;
(e) any effect on rent of any temporary works operations or other
activities on any adjoining or neighbouring property (including
the Building); and
(f) the taxable status of any party to this Lease for the purpose of
value added tax or any other tax of a similar nature.
3.2 If the Landlord and the Tenant have not agreed on the amount of the
said sum by a date six months before the relevant date of review then
and in any such case the question may at any time after such date be
referred by either of them to the decision of some competent person
(hereinafter called "THE COMPETENT PERSON") who shall act as an
arbitrator in accordance with the Arbitration Act 1996 to be agreed
upon by the Landlord and by the Tenant or (in the event of failure so
to agree) to be a Chartered Surveyor with substantial experience of
lettings of office premises in the area in which the demised premises
are situate (or as near thereto as is reasonably possible) and whose
status shall be that of a partner in or a director of a commercial
practice which in the normal course of its business handles the
letting of
office premises in Central London such Chartered Surveyor (in the
event of disagreement between the parties as to who he or she shall
be) to be nominated on the application of the Landlord or the Tenant
by the President for the time being of the Royal Institution of
Chartered Surveyors provided that if the competent person shall die or
for another reason shall be unable to act before he shall give his
decision then the Landlord and the Tenant shall agree upon another
competent person or (in the event of failure so to agree) the
President of the Royal Institution of Chartered Surveyors shall be
asked by either the Landlord or the Tenant to nominate another
Chartered Surveyor with the aforesaid experience and status to act as
the competent person and such procedure may be adopted as often as may
be necessary.
3.3 DEFINITIONS
3.3.1 In this sub-CLAUSE the following expressions have the following
meanings:
"THE DUE DATE"
means the date when the amount of the first yearly rent
payable hereunder with effect from the relevant date of
review has been agreed or otherwise decided as evidenced by
an exchange of memoranda pursuant to sub-CLAUSE 2.6;
"THE INTERIM PERIOD"
means the period commencing on the relevant date of review
and ending on the day preceding the payment day which
immediately follows the due date;
"THE OLD RATE"
means the yearly amount of such rent reserved as payable
hereunder immediately before the relevant date of review;
"THE NEW RATE"
means the yearly amount of such rent reserved as payable
hereunder with effect from and including the relevant date
of review;
"THE BALANCE"
means the amount (if any) by which such rent calculated at
the new rate and apportioned in respect of the interim
period exceeds the amount of such rent calculated at the
old rate and apportioned in respect of the interim period;
"THE PRESCRIBED RATE"
means the base rate of HSBC Bank plc (or such other London
clearing bank as the Landlord may from time to time
nominate) in force at the due date.
3.3.2 If the new rate has not been agreed or otherwise decided by the
relevant date of review:
(a) the first yearly rent shall continue to be payable at the old
rate; and
(b) on the due date the Tenant shall pay to the Landlord the Balance
and interest at the prescribed rate computed from and including
each quarter day respectively on so
much of the Balance as would have become payable on such quarter
day and ending on the due date.
3.4 If the said sum shall be decided by the competent person and the
Tenant shall fail to pay promptly its due proportion of the costs of
such decision the Landlord shall be at liberty to discharge such
proportion and in such event the Tenant shall within 30 days of a
demand therefor pay to the Landlord that proportion.
3.5 Provided always that in no event shall the first yearly rent reserved
as payable by the Tenant to the Landlord from and including the
relevant date of review be less than the first yearly rent reserved
as payable by the Tenant to the Landlord immediately before such
relevant date of review.
3.6 When the amount of the first yearly rent payable from and including
the relevant date of review has been agreed or determined as
aforesaid a memorandum as to that amount shall within 30 days thereof
be signed on behalf of the Landlord and of the Tenant and exchanged
between them.
3.7 Where any statutory public local or other competent authority or
court of competent jurisdiction shall impose any restrictions which
operate to impose any limitation in relation to the review of the
rent firstly reserved or the collection of any increase in the rent
firstly reserved at the relevant date of review the Landlord may
(whether or not the rent firstly reserved has been agreed or
determined with effect from that review date) give to the Tenant at
any time but not later than three months after such review date
notice postponing that review date until such later date (being not
later than the next following date of review) as shall be six months
after the date when such restriction or limitation shall be lifted or
shall have come to an end and in that event the rent firstly reserved
as payable immediately prior to the relevant date of review that is
postponed shall (notwithstanding any review that may have taken place
as at that review date) continue to be the rent payable until
increased upon review at the postponed or (as the case may be) a
subsequent review date.
3.8 Time shall not be of the essence in respect of this CLAUSE 2.
4. LANDLORD'S COVENANTS
The Landlord hereby covenants with the Tenant as follows:
4.1 REPAIR
To keep the structure of the Building and in particular the
foundations walls floors slabs (or joists as the case may be) and
roofs thereof and all structural parts of the Building and the
entrance hall landings passages stairs lifts (if any) escalators (if
any) lavatories toilet facilities conveniences and all plant and
machinery and conducting media intended for the common use and
service of the occupiers of the Building and the exterior of the
demised premises (except the glass in the exterior windows of the
demised premises and of other parts of the Building demised to any
other tenant of the Landlord) and the parts of the demised premises
referred to in sub-CLAUSE 1.3.3 in good and substantial repair and
condition.
4.2 SERVICES
Unless prevented by force majeure or other circumstances beyond the
reasonable control of the Landlord to use all reasonable endeavours:
4.2.1 to keep the entrance hall landings passages stairs lifts (if any)
escalators (if any) lavatories and toilet facilities of the
Building (save those hereby demised or demised to any other tenant
of the Landlord) clean;
4.2.2 to keep the same properly lit (when necessary) between the
following hours (hereinafter called "THE AUTHORISED HOURS")
namely 8.00 a.m. and 7.00 p.m. on Mondays to Fridays inclusive
and 8.00 a.m. and 1.00 p.m. on Saturdays (public holidays
excepted);
4.2.3 at all times during the authorised hours to supply hot water to
the wash basins in the lavatories of the Building;
4.2.4 at all times during the authorised hours to supply heating and
cooling to the demised premises by means of the air conditioning
apparatus therein served by the Landlord's heating and chilling
plant in the Building;
4.2.5 to provide the services referred to in PARAGRAPHs 2, 3.2, 3.5, 4,
5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 17 (except the last 12 words
thereof), 19 and 20 of PART II of the Third SCHEDULE; and
4.2.6 at the written request of the Tenant and on reasonable (to the
Landlord) prior written notice to supply any of the services
referred to in CLAUSEs 3.2, 3.3 and 3.4 outside the authorised
hours subject to the Tenant bearing the cost to the Landlord of
supplying the services requested outside the authorised hours.
4.3 INSURANCE
To keep the Building insured (subject to such exclusions and
limitations as are imposed by the insurers) against loss or damage by
fire lightning explosion storm tempest flood earthquake impact riot
civil commotion malicious damage and aircraft and any other risk
required by the Landlord in some insurance office of repute in a sum
which in the opinion of the Landlord's surveyor represents the full
reinstatement value thereof AND three (3) years' loss of Rents from
the Buildings together with architects' surveyors' engineers' legal
and other consultants' fees making such allowance as such surveyor
thinks fit for:
4.3.1 inflation during the period of insurance and the re-planning and
reinstatement period; and
4.3.2 the cost of complying with any statutory or public authority
requirements which might apply on reinstatement;
provided always that the Landlord shall not be obliged to insure any
fixtures or fittings which may be installed by the Tenant or any
person deriving title under the Tenant and which may become
landlord's fixtures and fittings until the Tenant has notified the
Landlord in writing of the reinstatement value thereof (but so that
the Landlord may from time to time at its discretion increase the
amount of the insurance in respect of such fixtures and fittings) and
provided further that the Tenant shall once in every 12 months on
reasonable request be entitled to be provided with a copy or
sufficient extracts from such policy affecting the demised premises
as will enable the Tenant to know the full extent of the premises
fixtures
and fittings covered thereby the risks insured against and any
exceptions conditions exclusions or limitations to which such
policy is subject.
4.4 REINSTATEMENT
Following damage or destruction of the Building or any part thereof
or the Common Parts (defined in PART I of the Third SCHEDULE) over
which the Tenant has rights of way or which the Tenant is hereby
authorised to use by a peril against which the same are insured
pursuant to the provisions of the preceding sub-CLAUSE 3.3 and
subject to the provisions of CLAUSE 1.9.2 if the Landlord obtains all
necessary planning permissions and other consents (which the Landlord
shall use all reasonable endeavours to obtain) to rebuild and
reinstate in accordance with the then existing bye-laws regulations
and requirements by any competent authority then the Landlord shall
with all due speed and diligence (provided always that the Landlord
shall not be liable to make up any deficiency in the insurance monies
in accordance with the covenant on its part herein arising from or
attributable to any failure by the Tenant to comply with any of the
obligations on its part (which has not been reimbursed by the Tenant)
and provided further that as regards any fixtures and fittings which
have been installed by the Tenant or by any person deriving title
under the Tenant and which have become landlord's fixtures and
fittings the Landlord shall only be liable to reinstate or repair the
same after the reinstatement value thereof has been notified by the
Tenant to the Landlord and such fixtures and fittings have been
insured by the Landlord as mentioned in the preceding sub-CLAUSE 3.3
of this clause.
4.5 QUIET ENJOYMENT
That the Tenant paying the said rents hereby reserved and performing
and observing the covenants on the Tenant's part herein contained
shall quietly hold and enjoy the demised premises during the term
without interruption by the Landlord or any person rightfully
claiming under the Landlord.
4.6 COMPLIANCE WITH REQUIREMENTS
That wherever any right of entry is exercised by the Landlord or any
other person in accordance with the rights reserved to the landlord
in the Second SCHEDULE the Landlord will (subject to receiving
reasonable prior written notice) ensure that the person exercising
such rights will at the Tenant's cost comply (in so far as reasonably
practicable) with the Tenant's reasonable requirements regarding the
security of the demised premises and anything on the demised
premises.
4.7 To comply with the provisions of CLAUSE 1.20 of this Lease.
5. SURETY COVENANT
The Surety hereby covenants with the Landlord in the terms of the
Fifth SCHEDULE.
6. Provided always and it is hereby agreed by and between the parties
hereto as follows:
6.1 LANDLORD'S DISCLAIMER
Notwithstanding anything herein contained and unless due to the
negligence or default of the Landlord or its servants and save to the
extent that the Landlord may be liable under the provisions of the
Defective Premises Act 1972 or may be covered by any policy of
insurance effected by the Landlord the Landlord shall not be
responsible to the Tenant or the Tenant's licensees servants agents
or other persons in the demised premises or calling upon the Tenant
or the demised premises for any accident or happening or damage to or
loss of any chattel or property sustained in the Building or on any
property over which the Tenant exercises rights nor for any loss or
inconvenience occasioned by:
6.1.1 the closing for repairs or other purposes of the lifts or the
Common Parts (as in PART I of the Third SCHEDULE hereto defined)
or any part thereof;
6.1.2 any defects or failure in the said lifts or in the sprinkler
system (if any) or in the hot and cold water supply or in the
heating cooling or ventilating apparatus (if any) or in the
lighting or in the conducting media (whether of or in the demised
premises or otherwise); or
6.1.3 suitable fuel or power not being obtainable through any
appropriate source of supply (owing to strikes lock-outs or other
causes) provided always that the Landlord shall:
(i) carry out any necessary repairs and maintenance as
expeditiously as reasonably practicable; and
(ii) ensure that at all times during the authorised hours the
Tenant has reasonably acceptable use of all of the Common
parts and Services to be supplied to the Tenant in
accordance with the Landlord's covenants,
provided always that the Landlord shall not have any liability to
the Tenant as a result of this provision if any of the Services or
the Common Parts shall not be available due to force majeure
events or to circumstances beyond the reasonable control of the
Landlord.
6.2 ALTERATIONS BY LANDLORD
The Landlord shall be entitled from time to time to make such
alterations additions or substitutions in or to the Building or to
any part thereof or any plant or apparatus in the Building or the
conducting media or the Common Parts (as in PART I of the Third
SCHEDULE hereto defined) as it shall think fit provided that plant or
apparatus or conducting media or Common Parts (aforesaid) shall
remain available for use by the Tenant during the authorised hours
and in respect of any new plant apparatus conducting media and Common
Parts provided for such use in substitution for those previously
available the same shall be substantially no less suitable for the
enjoyment of the demised premises and further provided that the
Landlord shall in carrying out such works cause as little
inconvenience to the Tenant as is reasonably practicable and make
good any damage caused to the demised premises.
6.3 RE-ENTRY
If the rents hereby reserved or any part thereof shall at any time be
unpaid for 21 days after becoming payable (whether formally demanded
or not) or if any of the covenants on the part
of the Tenant herein contained shall not be performed or observed or
if the Tenant (being an individual or being individuals any one of
them) shall become bankrupt or if the Tenant (being a company) shall
enter into liquidation whether compulsory or voluntary (save for the
purpose of amalgamation or reconstruction of a solvent company) or if
an Administrator an Administrative Receiver a Receiver or a Receiver
and Manager shall be appointed of its undertaking or if the Tenant for
the time being shall enter into an agreement or make any arrangement
with creditors for liquidation of the debts of the Tenant by
composition or otherwise or suffer any distress or process of
execution to be levied on the goods of the Tenant then and in any such
case it shall be lawful for the Landlord at any time thereafter to
re-enter upon the demised premises or any part thereof in the name of
the whole and thereupon this demise shall absolutely determine but
without prejudice to the right of action of the Landlord in respect of
any antecedent breach of any of the covenants on the part of the
Tenant herein contained.
6.4 LANDLORD'S SERVANTS OR WORKMEN
The servants or workmen of the Landlord shall be under no obligation
attend or to provide for other use his or their services to the
Tenant for the Tenant's private convenience or to accept delivery of
any letters telegrams telephone calls messages or parcels addressed
to the Tenant and any such furnishing of attendance or other use of
services or the acceptance of such letters telegrams telephone calls
messages or parcels is to be considered as rendered and accepted by
any employee of the Landlord as the servant of the Tenant and the
Landlord shall not be liable for and no claim shall be made against
it for any loss or damage arising out of or in consequence of such
furnishing of attendance or other use of services or acceptance of
any such letters telegrams telephone calls messages or parcels as
aforesaid.
6.5 CESSER OF RENT
If the demised premises or any part thereof or the access thereto
shall at any time during the said term be rendered unfit for
occupation or use as the result of a peril against which the demised
premises is insured pursuant to the covenant on the part of the
Landlord hereinbefore contained the rent firstly and secondly
reserved and for the time being reserved as payable hereunder or a
fair proportion thereof according to the nature and extent of the
damage sustained shall be suspended until the demised premises shall
again be rendered fit for occupation or use or until the expiration
of the period for which loss of rent insurance (if any) is payable
whichever shall first occur provided that there shall be no cesser of
rent to the extent that any insurance policy effected by the Landlord
shall have been rendered void or voidable in whole or in part by the
act or default of the Tenant or any person deriving title under the
Tenant or any of the servants or agents of the Tenant or of any such
person provided further that if the Building shall be so damaged as
to necessitate demolition or reconstruction and if at the expiration
of two years and nine months after the date of such damage or
destruction the Landlord has not commenced such rebuilding or
reconstruction the Landlord or the Tenant shall be entitled on giving
to the other not less than three months' previous notice in writing
to determine the term hereby granted and at the expiration of such
notice this Lease and everything herein contained shall cease and be
void (save in respect of any liability for antecedent breach or
breaches although further provided that the Tenant shall have no
liability for dilapidations in such circumstances) and the Tenant
shall not be entitled to any compensation except that (if any)
payable under the
provisions of the Landlord and Tenant Act 1954 provided also that any
dispute as to the proportion (if any) of rent which should be
suspended or as to the period of such suspension which may arise under
this sub-clause shall be referred to the decision of some competent
person (acting as an arbitrator) to be agreed upon by the Landlord and
by the Tenant or (in the event of failure so to agree) to be nominated
on the application of the Landlord or the Tenant by the President for
the time being of the Royal Institution of Chartered Surveyors.
6.6 LANDLORD FREE TO DEAL WITH ADJOINING AND NEIGHBOURING PROPERTY
The Tenant shall not be entitled to any right of light or air which
will interfere with the free use of any land or buildings adjoining
or neighbouring the demised premises for building or other purposes.
6.7 TENANT UNABLE TO ENFORCE SIMILAR COVENANTS IN ADJOINING PROPERTY ETC.
6.7.1 Nothing herein contained shall confer on the Tenant any right to
the benefit of or to enforce any covenant or agreement contained
in any lease or other instrument relating to any other property
belonging to the Landlord.
6.7.2 Each of the Tenant's covenants herein contained shall remain in
full force both at law and in equity notwithstanding that the
Landlord shall have waived or released temporarily or permanently
revocably or irrevocably or otherwise howsoever a similar covenant
or similar covenants affecting adjoining or neighbouring premises
of the Landlord.
6.8 LANDLORD CAN CHARGE FOR WORK DONE BY IT
If and so often as the Tenant shall be obliged under the terms hereof
to reimburse the Landlord any costs charges and expenses (all such
costs charges and expenses shall be reasonable and proper) incurred
by it including solicitors' costs and surveyors' fees and other
professional costs and fees then in respect of any work done by the
Landlord or by any person connected with it or by any person employed
by it and who is qualified to carry out such work the Landlord shall
be deemed to have incurred or suffered in respect thereof a
reasonable fee cost or expense not exceeding that which might
properly have been charged or incurred for the same work by an
independent person to deal with that work in the ordinary course of
his business.
6.9 SERVICE OF NOTICES
Section 196 of the Law of Property Act 1925 applies to any notice
served pursuant to this Lease save that any notices to be served upon
the Landlord shall be served (until further notice) c/o Reit Asset
Management Limited, 0 Xxxxxxx Xxxxxx, Xxxxxx X0X 0XX and copied on
the day of service to its solicitors Xxxxxxx Xxxxxxxxx, Lacon House,
Theobalds Road, London WC1X 8RW (Ref JPM) and any notices to be
served upon the Tenant shall be deemed to have been sufficiently
served if served upon the demised premises.
6.10 STATUTORY MODIFICATIONS
Any reference to any statute or any section thereof includes any
amendment modification consolidation or re-enactment thereof and any
statutory instrument or regulation made thereunder for the time being
in force.
6.11 PROPER LAW AND JURISDICTION
6.11.1 The proper law of this Lease is English Law and except as set
forth in sub-CLAUSE 5.11.2 below jurisdiction shall be exclusively
limited to the courts of England and Wales with any action brought
in such courts to be brought in the Royal Courts of Justice London
or if appropriate a county court. The Landlord and the Tenant
hereby agree declare and irrevocably consent that such courts are
in all respects convenient as a forum for the exercise of
jurisdiction in respect of this Lease and the Landlord and the
Tenant each irrevocably submits to the jurisdiction of such
courts.
6.11.2 Without prejudice to the provisions of sub-CLAUSE 5.11.1 above the
Landlord shall have (and nothing herein shall limit) the right to
institute or pursue any action or proceedings to enforce and/or
obtain registration recognition and/or execution of any judgment
in the same or any other jurisdiction in the world (whether within
or without the jurisdiction in which such judgment is obtained).
7. Wherever there are two or more persons included in the expression
"Tenant" then any covenants by the Tenant shall be deemed to be made by
each such person severally and by all such persons jointly and by every
two or more of such persons jointly.
8. The expression "conducting media" shall where the context so requires
mean all or any sewers drains conduits gutters channels watercourses
pipes cables wires ducts and mains and apparatus associated therewith and
all equipment and fittings ancillary thereto.
9. The sub-headings herein are inserted for convenience of reference only
and shall not in any way affect the construction meaning or effect of
anything herein contained or govern the rights and liabilities of the
parties hereto.
10. References to any statute herein contained shall be deemed to refer to
any statutory modification or re-enactment thereof for the time being in
force.
11. TENANT'S OPTION TO DETERMINE
11.1 In this clause "TERMINATION DATE" means[ at the end of the tenth year]
2000.
11.2 Subject to the pre-conditions in CLAUSE 10.3 being satisfied on the
Termination Date, the Tenant may determine the term on the Termination
Date by giving the Landlord not less than six (6) months' written
notice. The term will then determine on the Termination Date, but
without prejudice to any rights of either party against the other for
any antecedent breach of its obligations under this Lease.
11.3 The only pre-condition is that:
11.3.1 vacant possession of the whole of the demised premises is given to the
Landlord; and
11.3.2 all Rent and other ascertainable sums due under this Lease up to the
Termination Date have been paid in full.
11.4 The Landlord may waive any of the pre-conditions set out in CLAUSE
10.3 at any time before the Termination Date by written notice to the
Tenant .
11.5 Time will be of the essence for the purposes of this clause.
12. CERTIFICATE
It is certified that there is no agreement for lease to which this
deed gives effect.
13. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
14. Unless expressly stated nothing in this lease will create any rights
in favour of any person pursuant to the Contracts (Rights Of Third
Parties) Act 1999.
This Deed remains undelivered until the date hereof.
IN WITNESS whereof the Landlord and Tenant have caused their Common Seals to be
hereunto affixed the day and year first above written.
FIRST SCHEDULE
Rights granted to the Tenant
15. The right for the Tenant and persons authorised by the Tenant (in common
with others having a like right):
15.1 of passage and running of water soil gas electricity and of all other
services or supplies as are now or shall hereafter during the term
hereby granted be used by the demised premises through the conducting
media passing through or under the adjoining or neighbouring property
of the Landlord;
15.2 to use the entrance hall landings passages and stairs of the Building
and the service roads and footpaths (if any) within the curtilage of
the Building intended for the common use of the occupiers of the
Building for the purpose of ingress and egress to and from the
demised premises 24 hours a day seven days a week other than public
holidays or where closure or interruption is permitted under this
Lease or occurs due to force majeure events;
15.3 to use the lifts 24 hours a day seven days a week other than public
holidays or where closure or interruption is permitted under this
Lease or occurs due to force majeure events (save when the same have
been taken out of service in accordance with the provisions of this
Lease);
15.4 to install card or other access systems on all doors leading into the
demised premises with the readers/controllers installed in the lift
lobby areas near to such doors;
15.5 with the prior written consent of the Landlord to adapt extend and
alter the air conditioning plant and conducting media within the
demised premises and within the plant rooms which exclusively serve
the demised premises;
15.6 to install and thereafter display the corporate names and logos of:
15.6.1 the Tenant of the demised premises within the main entrance on the
ground floor of the Building on the sign board provided or to be
provided by the Landlord; and
15.6.2 the Tenant of the demised premises within the lift lobby areas of
the eighth floor of the Building adjacent to the entrance doors to
the demised premises,
15.7 support and shelter from the remaining rents of the Building;
SECOND SCHEDULE
Exceptions and reservations to the Landlord and others
16. The right of free and uninterrupted passage and running of water soil gas
electricity and of all other services or supplies as are now or hereafter
to be used from and to adjoining or neighbouring property through such of
the conducting media serving such adjoining or neighbouring property now
or which may not later than whichever shall be the earlier of:
16.1 the expiration of the term hereby granted; and
16.2 the expiration of a period of eighty years from the date hereof
(which is the perpetuity period applicable to this Lease) hereafter
be in or upon the demised premises;
17. the rights and liberties of entry upon the demised premises mentioned in
the covenants by the Tenant herein contained;
18. such rights of access to and entry upon the demised premises (including
the right to erect and maintain scaffolding and other builders'
equipment) as are referred to in CLAUSE 1.20 of this Lease;
19. the right at any time and from time to time to open or authorise the
opening of windows in any adjoining or neighbouring premises overlooking
the demised premises;
20. the right to affix lettering and signs to any part of the exterior of the
Building other than the windows of the demised premises provided that the
access of light to the windows of the demised premises be not thereby
substantially reduced;
21. the right to let any adjoining or neighbouring property for any office
purpose;
22. the full right of support shelter and protection and all other easements
and rights now or hereafter belonging to or enjoyed by adjacent or
neighbouring property or the Building; and
23. the right to close temporarily for repairs or any other purposes the
lifts in the Building the service roads and footpaths (if any) and any
other areas within the curtilage of the Building any other part of the
Building (whether or not forming part of the demised premises) which the
Tenant is by virtue of this Lease authorised to use (whether in common
with others or not) but subject to the provisions of CLAUSEs 3.1 and 3.2
of this Lease.
THIRD SCHEDULE
PART I
The service charge
24. In these presents the following expressions shall have the meanings assigned
to them hereunder:
"THE CERTIFICATE"
shall mean the Certificate specified in PARAGRAPH 3 of
PART I of THIS SCHEDULE;
"THE COMMON PARTS"
shall mean the entrance hall landings passages stairs lifts
escalators lavatories and toilet facilities of the Building
(save those hereby demised or demised to any other tenant
of the Landlord) all other parts of the Building (including
the car parks (if any) within the Building) intended for
the common use and service of occupiers of the Building all
the car parks (if any) not within the Building but within
the curtilage thereof the service roads footpaths and
access ways and all other open areas within the curtilage
of the Building and all parts of the Building and all other
buildings within the curtilage of the Building exclusively
used by the Landlord in connection with the running
maintenance repair and management of the Building;
"THE FINAL PERIOD"
shall mean the period commencing on the first day of the
last Service Charge Period hereunder and ending on the last
day of the tenancy hereby granted;
"THE INITIAL PERIOD"
shall mean the period commencing on the date hereof and
ending on the last day of the Service Charge Period in
which such date falls;
"SERVICE CHARGE PERIOD"
shall mean the Initial Period and the Final Period (as
hereinafter defined) and shall also mean:
(i) each period of one year commencing on 1 January in
every year; or
(ii) such other period during the tenancy hereby created
(not exceeding one year) as the Landlord may from time
to time determined by notice in writing given to the
Tenant;
"THE TENANT'S PROPORTION"
shall mean a fair proportion (to be conclusively determined
by the Landlord's surveyor (save in case of manifest
error)) of the Total Cost of Services (as hereunder
defined) and in determining the Tenant's proportion the
Landlord's Surveyor shall have regard to:
(iii) whether the Tenant receives any benefit from any
particular service; and
(iv) subject to:
(a) any adjustment required under (i); and
(b) where it is appropriate in the Landlord's
Surveyor's opinion so to do, the proportion
which the net lettable internal area of the
demised premises bears to the aggregate net
lettable internal area of the Building;
"THE TOTAL COST OF SERVICES"
shall mean the aggregate of:
(a) the total cost to the Landlord in the Service Charge
Period to which the Certificate relates of complying
with the covenants contained in CLAUSEs 3.1 and 3.2
hereof and (without prejudice to the generality of
the foregoing) repairing and maintaining the
Building (and such of the Common Parts as fall
outside the Building) including costs attributable
to the inspection and testing of the Building and
the Common Parts or any part or parts thereof but
excluding any costs attributable to:
(v) repairs and maintenance for which the Tenant
is responsible under the covenants on the
part of the Tenant hereinbefore contained;
and
(vi) the repair and maintenance of any other suite
or suites of offices in the Building let to
any other tenant of the Landlord or occupied
by the Landlord (other than for the sole
purpose of the provision of services) and
being repairs and maintenance for which the
tenant or occupier is or would be responsible
assuming the like responsibility for repair
and maintenance on the part of such tenant as
the Tenant has hereunder;
(b) the total cost to the Landlord in the Service Charge
Period to which the Certificate relates of providing
services amenities and facilities for the whole of
the Building and the Common Parts as the Landlord
shall be entitled or obliged to supply in accordance
with the provisions of this Lease;
(c) in particular (but without prejudice to the
generality of the foregoing) the total cost to the
Landlord in the Service Charge Period to which the
Certificate relates of the carrying out of all the
works providing the services amenities and
facilities and making the payments details whereof
are specified in PART II of THIS schedule to the
extent that the same are carried out provided or
made;
(d) the reasonable and proper fees and expenses of any
managing agents employed by the Landlord for the
management of the Building (save for collection of
the rents firstly reserved) and such of the Common
Parts (if any) as do not form part of the Building
or (where the Landlord or its employees are directly
engaged in the management of the Building) a
reasonable and proper amount for management expenses
in the Service Charge Period to which the
Certificate relates;
(e) the reasonable fees of the Chartered Accountant
hereinafter mentioned,
PROVIDED ALWAYS that there shall be excluded from the service charge
costs any expenses costs outgoings or other expenditure relating to:
(i) the provision of any of the services and
costs relating to a period prior to the
Tenant's occupation;
(ii) the making good of damage caused by any of
the risks insured against by the Landlord;
25. The service charge for the period to which the Certificate relates shall
be such a sum as shall be equal to the Tenant's proportion of the Total
Cost of Services certified in the Certificate for that same period
provided always that the service charge for the Initial Period or for the
Final Period shall be that proportion of the Tenant's proportion of the
Total Cost of Services certified on the Certificate for the relevant
Service Charge Period as the number of days in the Initial Period or in
the Final Period as the case may be bears to the number of days in the
relevant Service Charge Period.
26. The Total Cost of Services in each Service Charge Period shall as soon as
practicable after the end of each Service Charge Period be certified by a
Certificate signed by an independent Chartered Accountant to be appointed
by the Landlord:
26.1 the Certificate shall show sub-totals for the individual heads of
expenditure comprised in the Total Cost of Services and shall incorporate
a statement of the amount of the service charge payable by the Tenant for
the Service Charge Period to which the Certificate relates;
26.2 the particulars certified and contained in the Certificate shall as to
matters of fact be final and binding on the Tenant save in the case of
manifest error and subject to the provisions of PARAGRAPH 7 of PART 1 of
THIS SCHEDULE.
27. On each usual quarter day in each calendar year the Tenant shall make a
payment in advance and on account of the service charge. During the
Initial Period the payments to be made on account by the Tenant shall be
based on an estimated service charge at the rate of Twenty five thousand
six hundred and thirty four pounds and thirty four xxxxx
((GBP)25,634.34) for the first Service Charge Period hereunder and the
first payment (apportioned in respect of the period commencing on the
date hereof until the next following usual quarter day shall be paid on
the execution hereof and each successive payment during the Initial
Period shall be equal to one quarter of the annual rate of the said
estimated service charge.
28. In respect of each Service Charge Period subsequent to the Initial Period
the Landlord's Surveyor shall prepare or cause to be prepared an estimate
of the amount (hereinafter called "THE ESTIMATED SERVICE COST") of the
Total Cost of Services for each such Service Charge Period having regard
to all relevant circumstances and in particular to:
28.1.1 past levels of expenditure on routine or continuing services;
28.1.2 the scope of any works to the Building and the Common Parts which are
then expected to be undertaken during the relevant Service Charge Period;
28.1.3 the likely effect of inflation on cost levels; and
28.1.4 the amount which the Landlord's surveyor considers or is advised to be
appropriate to allow in respect of contingencies.
28.2 Before payment on account of the service charge shall fall due in respect
of any Service Charge Period subsequent to the Initial Period the Tenant
shall be supplied with a statement showing the Estimated Service Cost for
that Service Charge Period with sub-totals for each individual head of
expenditure.
28.3 Neither the Estimated Service Cost nor anything contained in any
statement showing an Estimated Service Cost shall in any way limit the
Landlord's right to recover from the Tenant the Tenant's proportion of
the Total Cost of Services when the relevant Certificate is issued or
operate to limit the Landlord's discretion in so far as provided in this
Lease as to the works which are to be carried out or the services
amenities and facilities to be provided in the relevant Service Charge
Period.
28.4 Subsequent to the Initial Period the payment to be made by the Tenant on
each usual quarter day in advance and on account of the service charge
(for the relevant Service Charge Period) shall be demanded by the
Landlord and shall be one quarter of the Tenant's proportion of the
Estimated Service Cost as shown on the statement thereof for the relevant
Service Charge Period.
29. If the amount of the service charge for a Service Charge Period shall
exceed the aggregate of the sums paid on account in respect of that same
Service Charge Period then within thirty days of the issue to the Tenant
of:
29.1 the Certificate for the same Period; and
29.2 a demand for payment in that behalf,
the Tenant shall pay to the Landlord the amount of that excess.
29.3 If the amount of the service charge for a Service Charge Period shall be
less than the aggregate of the sums paid on account in respect of that
same Service Charge Period then on the issue to the Tenant of the
Certificate for that same Service Charge Period there shall be credited
by the Landlord to the Tenant (or in the case of the Final Period paid by
the Landlord to the Tenant) a sum equal to the difference between the
amount of that service charge and the aggregate of the said sums paid on
account.
30.1 If reasonably practicable the Landlord shall supply to the Tenant within
seven working days of a written request any information reasonably
required by the Tenant regarding any item of expense.
30.2 If the Tenant wishes to dispute the contents of any Certificate or of any
statement of Estimated Service Cost the Tenant shall within whichever is
the later of 28 days of service of the relevant Certificate or statement
of Estimated Service Cost and 14 days after the supply of any information
pursuant to a written request (time being of the essence for this
purpose) give notice in writing to the Landlord stating the basis of the
Tenant's objection thereto.
30.3 If within one month of the date of any such notice the Landlord and the
Tenant have not reached agreement as to the sum due to the Landlord the
matter shall upon the application of either of them be determined by a
Chartered Surveyor of at least 10 years' standing (such Surveyor being
hereinafter called "THE ARBITRATOR") who shall act as an arbitrator in
accordance with the Arbitration Act 1996 and shall be appointed by
agreement between the Landlord and the Tenant or failing such agreement
on the application of either the Landlord or the Tenant by the President
of The Royal Institution of Chartered Surveyors and the fees of the
Arbitrator shall be borne as directed by him.
30.4 Pending settlement of any dispute as aforesaid the Tenant shall not be
entitled to withhold any payment demanded as aforesaid and any notice
given by the Tenant to the Landlord shall be invalid unless the sum so
demanded and any other moneys due to the Landlord have been paid when
such notice is given.
30.5 The Tenant shall not be entitled unless the amount charged is manifestly
excessive to object to any item of cost incurred by the Landlord in
respect of the service charge on the ground that the same may have been
provided or performed at a lower cost.
30.6 If following the determination by the Arbitrator the amount due to the
Landlord shall be less than that demanded there shall be allowed to the
Tenant on the payment day next following the date 14 days after the date
of publication of the Arbitrator's decision an amount equal to any
overpayment made by the Tenant and in the case of the Final Period the
overpayment shall be paid by the Landlord to the Tenant.
PART II
31. Cleaning the Common Parts.
32. Cleaning the exterior of the windows and skylights and other glassed
areas of the Common Parts and the repair running maintenance testing
inspection and renewal and operation of window cleaning cradles runways
and associated apparatus.
33.
33.1 Heating cooling ventilating and air conditioning the Building and
providing hot and cold water to the basins and lavatories in the
Building and lighting the Common Parts including the inspection
testing monitoring repair cleansing maintenance operation and renewal
of all boilers plant tanks radiators cooling and ventilating and air
conditioning apparatus (if any) and all equipment and fittings
ancillary thereto and all ancillary conducting media.
33.2 Making surveys for and preparation of drawings of plumbing
installations save those in existence at the date hereof and the
installation provision repair maintenance operation renewal and
inspection of all equipment in connection with the metering of water
used in the Building.
33.3 Procuring the supply of water and sewerage services to the Building
including without prejudice to the generality of sub-CLAUSE 3.2
hereof connection charges meter rents standing charges and charges
for consumption.
33.4 Providing (where appropriate) toilet requisites and hygiene services in
the lavatories of the Building
33.5 Maintenance landscaping and cultivation of any landscaped or garden or
other similar areas within the Building or any other areas allocated for
such purposes from time to time.
33.6 The regular inspection and treatment against infectious bacteria of any
bodies of water within the Building.
34. Provision inspection testing repair maintenance and renewal of fire
extinguishing equipment in the Common Parts of the Building or within the
curtilage thereof.
35. Provision inspection testing repair maintenance cleansing operation and
renewal of:
35.1 a fire alarm system and fire prevention and detection equipment;
35.2 any other safety apparatus and equipment;
35.3 a security alarm system and security apparatus and devices and all other
security arrangements; and
35.4 escape and emergency lighting within the Building or within the
curtilage thereof.
36. The running of and the inspection repair maintenance operation and
renewal of the lifts and
automatic doors (if any) in the Building.
37. Provision repair maintenance and renewal of rubbish bins refuse
compactors shredders or other disposal machinery and equipment and cost
of refuse disposal.
38. Provision repair cleansing maintenance and renewal of carpets floor
coverings furniture furnishings decor and landlord's fixtures and
fittings in the Common Parts.
39. Provision inspection repair cleansing maintenance and renewal of water
softening plant and provision of the services of a water analyst and pest
controller.
40. Painting and decorating as necessary the Common Parts and the exterior of
the Building as necessary and washing down cleaning and otherwise
treating the exterior stonework brickwork and curtain xxxxxxx and the
exterior tiles faiences glazed bricks and other washable surfaces.
41. Repair and renewal of all window frames and skylights of the Building or
within the curtilage thereof and painting or otherwise treating the
external parts of such window frames and skylights.
42. Repair maintenance and renewal of all boundary walls fences and gates.
43. Inspection cleansing maintenance testing repair alteration laying down
construction renewal and removal of conducting media (not referred to in
paragraph 3.1 hereof) and all telephone telex and other information
transmission or receiving equipment and all gas electric and sanitary
apparatus in or upon or serving the Building (other than:
43.1.1 those in and upon the said suite of offices hereby demised and for
the repair or renewal of which the Tenant is responsible under the
covenants on the part of the Tenant hereinbefore contained;
43.1.2 those in and upon any other suite or suites of offices in the
Building let to any other tenant of the Landlord or available for
letting or occupied by the Landlord (other than for the purpose of
the provision of services) and for the repair or renewal of which
such tenant or occupier is or would be responsible assuming the
like responsibility for repair and renewal on the part of such
tenant or intended tenant as the Tenant has hereunder),
and such of the Common Parts as do not form part of the Building and
making good all damage (including the making good of all decorations)
arising out of such inspection cleansing maintenance testing repair
alteration laying down construction renewal or removal.
44. The services of a signwriter or sign maker for the purpose of displaying
in such manner as the Landlord shall consider appropriate the names of
the tenants of the Building on the entrance hall notice board.
45. Provision of telephones for the use of the Landlord's staff in the
Building who are solely engaged in the provision of these services.
46. Payment for all telephone calls made by the staff of the Building and
their fares and out-of-pocket expenses solely incurred in furtherance of
their duties hereunder.
47. Compliance with any Act of Parliament statutory instrument order building
regulation or other regulation or local bye-law relating to means of
escape in case of fire or other hazard or to the Building or to the
Common Parts or making representations against any such matters in
accordance with statutory regulations.
48. Employing staff whether directly or indirectly exclusively for the
management of the Building and the Common Parts and the provision of the
services herein referred to and all incidental expenditure in relation to
such employment including but without limiting the generality thereof:
48.1.1 the provision of luncheon vouchers or other meal subsidy;
48.1.2 the payment of the statutory and such other insurance health
pension welfare and other payments contributions and premiums that
the Landlord may at its absolute discretion deem desirable; and
48.1.3 the provision cleaning repair and renewal of all necessary uniforms and
protective clothing.
49. Payment of uniform business rates and water charges for the Common Parts.
50. Payment of premiums for insurance as required by the Landlord to cover
engineering insurance for lifts escalators boilers and electrical and/or
mechanical equipment installed in the Building.
51. Payment of surveyors' fees reasonably incurred to ascertain the
reinstatement values for the purposes of the insurances referred to in
the preceding paragraph.
52. Borrowing any necessary sums for or in connection with carrying out the
works and providing the services amenities facilities and making the
payments specified in this schedule including all proper interest
commission banking charges or other charges incurred in respect of such
borrowing but after allowing as a credit any interest earned on any
credit balance on any account into which the Tenant's payments in respect
of the Service Cost are paid.
53. Provision of any other service amenity or facility and the making of any
other payment which may in the reasonable discretion of the Landlord be
required for the efficient running and/or good estate management of the
Building the comfort of the tenants thereof and the good estate
management and/or efficient running of the Common Parts.
FOURTH SCHEDULE
Regulations of the Building
54.
54.1 The requirements of the Fire Precautions Act 1971 and the Health and
Safety at Work Act 1974 and all rules and regulations thereunder shall be
strictly complied with.
54.2 In particular tenants shall:
54.2.1 cause sufficient fire officers to be appointed;
54.2.2 save in so far as it is the Landlord's responsibility, regularly test
inspect and maintain fire detection prevention and fighting equipment
within and exclusively serving the demised premises and keep and
produce to the relevant authorities and to the Landlord and whomsoever
the Landlord may reasonably direct records in writing of such test
inspections and maintenance;
54.2.3 at all times maintain clear access through escape routes; and
54.2.4 fully participate in fire evacuation drills organised in respect of the
Building or parts thereof.
55.
55.1 No work shall be carried out to in or upon any part of the Building
when such work involves the use installation or removal of or the
repair alteration or other work whatsoever to materials dangerous or
injurious to health without the Landlord first being notified of what
is proposed.
55.2 In the event of the existence of materials aforesaid being discovered
in the course of carrying out such works aforesaid the Landlord shall
immediately be notified and all work thereto shall immediately cease
until the Landlord's surveyor has inspected the same.
55.3 Works involving the use installation removal repair alteration or
whatsoever of or to materials aforesaid or the continuation of works
where materials aforesaid have been discovered shall only be carried
out or continued (as the case may be) strictly in accordance with the
requirements of the Landlord and in accordance with the best codes of
modern practice regard being had to the use of the Building by others
as well as the tenants or occupiers of the demised premises.
55.4 The Landlord shall have sole discretion in considering whether work
may be carried out or continued or in deciding what additional
safeguards it requires to be taken in addition to those which may be
imposed under statute building or other rules regulations or
bye-laws.
56. No tea leaves or other matters or things likely to cause an obstruction
are to be placed or thrown in or down the water pipes or W.C. lavatory
basins or urinals.
57. All necessary steps shall be taken to prevent the overflow or waste of
hot or cold water.
58. There shall be no interference with the heating cooling or ventilating
appliances and installations
apart from the normal switching on or off of the appliances in the
demised premises for the comfort of the occupants thereof.
59. Apart from any self-operating lifts installed in the Building no person
other than the person employed by the Landlord for such purpose shall
operate lifts.
60. Overloading or permitting of overloading of any of the lifts or
escalators in the Building is strictly prohibited.
61. No goods or merchandise shall (without the consent in writing of the
Landlord) be brought into the passenger lifts unless the service lift is
unavailable for use by the Tenant in which case the Tenant shall make
good any damage caused to the passenger lifts or the Tenant shall
reimburse to the Landlord the cost of such making good.
62. No goods or merchandise shall be brought into the Building by means of
the main entrances to the Building except between the hours of 8.00 a.m.
and 9.00 a.m. or 6.00 p.m and 7.00 p.m. on Mondays to Fridays inclusive
or between the hours of 8.00 a.m. and 9.00 a.m. or 12 noon and 1.00 p.m.
on Saturdays unless the service lift and access shall be unavailable for
use by the Tenant and no goods or merchandise shall be brought into the
Building in such manner as will damage the Building or any part thereof.
63. Tenants or occupiers shall ensure that no rubbish or litter is left by
them on the Common Parts.
64. Tenants or occupiers shall not place or permit or suffer to be placed or
remain in or upon the Common Parts any obstruction whatsoever.
FIFTH SCHEDULE
Form of Surety covenant
The Surety COVENANTS with the Landlord as a primary obligations and on a full
and unqualified indemnity basis as follows:
1. The Tenant will pay the Rents payable under this Lease on the date on
which Rents become due and payable and will comply with all the
obligations and conditions contained in this Lease relating to any other
matter.
2. In default of compliance the Surety will pay the Rents or (as
appropriate) comply with the obligation or condition in respect of which
the Tenant has defaulted and the Surety will make good to the Landlord on
demand all costs damage expense and liabilities resulting from any such
default.
3. As and when called upon to do so by either the Landlord or the Tenant the
Surety will enter into any Supplemental Document for the purpose of
consenting to the Tenant entering into such Supplemental Document and
confirming that all covenants by the Surety will remain in full force and
effect in respect of the Lease as varied or amended by such Supplemental
Document.
4. The Surety's liability shall remain in full force and effect and shall
not be released notwithstanding any of the following it being
acknowledged that the items in the list below are each separate and
independent and not to be interpreted in the light of any other item:
4.1 any time or indulgence granted by the Landlord to the Tenant or to any
other person liable or by the Landlord dealing with exchanging varying or
failing to perfect or enforce any of its rights and remedies against the
Tenant or any other person liable;
4.2 any variation of or addition to or reduction from the terms of this Lease
or any Supplemental Document;
4.3 any non-acceptance of Rents or any of them in circumstances where the
Landlord has reason to suspect a breach of covenant by the Tenant;
4.4 the occurrence of any of the contingencies specified in CLAUSE 5.3 of
this Lease;
4.5 a surrender of part of the demised premises except that the Surety will
have no liability in relation to the surrendered part in respect of any
period following the date of surrender;
4.6 any document which has the effect of operating as a deemed surrender and
re-grant;
4.7 this Lease being forfeited;
4.8 any incapacity or change in the name style or constitution of the Tenant;
4.9 any change in the constitution of the Landlord or its absorption in or
amalgamation with or the acquisition of all or part of its undertaking or
assets by any other person or any reconstruction or reorganisation of any
kind; and
4.10 any other act or thing by virtue of which (but for this provision) the
Surety would have been released.
5. This guarantee covenant:
5.1 secures the ultimate balance from time to time owing to the Landlord by
the Tenant and is a continuing security notwithstanding any settlement of
account or other matter;
5.2 is in addition to any present or future indemnity or guarantee or other
document containing some obligation to pay discharge or be responsible
for any indebtedness or liability of the Tenant (a "COLLATERAL
INSTRUMENT") or right or remedy held by or available to the Landlord;
and
5.3 will not be in any way prejudiced or affected by the existence of any
Collateral Instrument rights or remedies or by the Collateral
Instrument becoming wholly or in part void voidable or unenforceable
on any ground or by the Landlord compounding with any other person
liable.
6. The Landlord will not be obliged to make any claim or demand on the
Tenant or to resort to any Collateral Instrument or other means of
payment held by or available to the Landlord before enforcing the
Surety's covenants and no action taken or omitted by the Landlord in
connection with any Collateral Instrument or other means of payment will
discharge reduce prejudice or affect the liability of the Surety nor will
the Landlord be obliged to apply any money or other property received or
recovered in consequence of any enforcement or realisation of any
Collateral Instrument or other means of payment in reduction of the
liabilities which are guaranteed by the Surety.
7. The Surety warrants that it has not taken or received and undertakes that
until all the liabilities which are guaranteed by the Surety have been
paid or discharged in full it will not take or receive the benefit of any
security from the Tenant or any other person in respect of its
obligations under this guarantee.
8. Until all the liabilities guaranteed by the Surety have been paid
discharged or satisfied in full (and notwithstanding payment of a
dividend in any liquidation or bankruptcy or under any compromise or
arrangement) the Surety agrees that without the prior written consent of
the Landlord it will not:
8.1 exercise its rights of subrogation reimbursement and indemnity against
the Tenant;
8.2 demand or accept repayment in whole or in part of any indebtedness due
to the Surety from the Tenant or from any other person liable, or demand
or accept any Collateral Instrument in respect of the same or dispose of
the same;
8.3 take any step to enforce any right against the Tenant or any other person
liable in respect of any liabilities guaranteed by the Surety; or
8.4 claim any set-off or counterclaim against the Tenant or any other
person liable or claim or prove in competition with the Landlord
in the bankruptcy or liquidation of the Tenant or any other person
liable or have the benefit of or share in any payment from or
composition with the Tenant or any other person liable or any
other Collateral Instrument held by the
Landlord for any liabilities guaranteed by the Surety or for the
obligations or liabilities of any other person liable but so that if so
directed by the Landlord, it will prove for the whole or any part of its
claim in the liquidation or bankruptcy of the Tenant on terms that the
benefit of such proof and of all money received by it in respect of such
proof shall be held on trust for the Landlord and applied in or towards
discharge of the liabilities guaranteed by the Surety in such manner as
the Landlord shall deem appropriate
Provided Always that the provisions of PARAGRAPHs 7 or 8 shall not apply where
the Surety is a bank or other financial institution.
9. If contrary to PARAGRAPHS 7 or 8.2 the Surety takes or receives the
benefit of any security or receives or recovers any money or other
property such security money or other property will be held on trust for
the Landlord and will be delivered to the Landlord on demand.
10. The Surety agrees to reimburse the Landlord on demand for all reasonable
legal and other costs charges and expenses on a full and unqualified
indemnity basis which may be properly incurred by the Landlord in
relation to the enforcement of the Surety's covenants.
11. All payments to be made by the Surety will be made in full without any
set-off (legal or equitable) condition or counterclaim and subject as
provided below free and clear of any deductions or withholdings. If at
any time any applicable law regulation or regulatory requirement or any
governmental authority monetary agency or central bank requires the
Surety to make any deduction or withholding in respect of taxes levies
duties imposts or any charges from any payment due from the Surety the
sum due from the Surety in respect of such payment shall be increased to
the extent necessary to ensure that after making such deduction or
withholding the Landlord receives on the due date for such payment and
retains (free from any liability in respect of such deduction or
withholding) a net sum equal to the sum which it would have received had
no such deduction or withholding been required to be made. The Surety
shall indemnify the Landlord against any losses or costs incurred by
reason of any failure of the Surety to make any such deduction or
withholding or by reason of any increased payment not being made on the
due date for such payment. The Surety shall promptly deliver to the
Landlord any receipts certificates or other proof evidencing the amount
(if any) paid or payable in respect of any deduction or withholding as
aforesaid.
12. Each of the provisions of this guarantee covenant is distinct and
severable from the others and if at any time one or more of such
provisions is or becomes illegal invalid or unenforceable the validity
legality and enforceability of the remaining provisions will not in any
way be affected or impaired.
13. The Surety agrees to pay Interest as referred to in CLAUSE 1.30 on each
amount demanded of it under this schedule from the date of demand until
repayment (as well after as before judgment).
14. If a liquidator or trustee in bankruptcy surrenders or disclaims this
Lease or if this Lease becomes forfeited the Surety will at the request
of the Landlord made within the three months following that surrender or
disclaimer or forfeiture (as the case may be) take from the Landlord a
lease of the demised premises for a term equal to the residue of the Term
which would have remained had there been no surrender or disclaimer or
forfeiture at the same rents and subject to the same obligations and
conditions as are contained in this Lease. That lease is to take effect
from the date of such surrender or disclaimer or forfeiture (as the case
may be) and in such case
the Surety will pay the reasonable costs of that new lease and execute
and deliver a counterpart of it to the Landlord.
15. If the Landlord does not require the Surety to take a new lease of the
demised premises under the preceding PARAGRAPH 14 the Surety will
nevertheless on demand pay to the Landlord a sum equal to the Rents which
would have been payable under this Lease but for the surrender or
disclaimer or forfeiture (as the case may be) in respect of the period
from the date of that surrender or disclaimer or forfeiture (as the case
may be) until the expiration of three months from it or until the demised
premises become re-let by the Landlord or until the expiry of the Term
(whichever occurs first) together with all arrears of Rents outstanding
under this Lease.
EXECUTED and DELIVERED as a DEED ) /s/ Xxxxx Xxxxxx (as attorney)
on behalf of Aldwych House BV by two )
partners of Xxxxxxx Xxxxxxxxx pursuant ) /s/ Xxxxxxxx Xxxxxxxx (as attorney)
to a power of attorney: )
EXECUTED and DELIVERED as a DEED for ) /s/ Xxxxx Xxxxxx (as attorney)
NEN BELEGGINGEB BV by two partner of )
Xxxxxxx Xxxxxxxxx pursuant to a ) /s/ Xxxxxxxx Xxxxxxxx (as attorney)
power of attorney: )