Exhibit 10.5 Lease relating to office at 00 Xxxxxxxxx Xxxxxx
UNDERLEASE
of
Second Floor office premises
00 Xxxxxxxxx
Xxxxxx XX0
PARTIES:
ARCADIA GROUP PLC
(1)
C14NET LIMITED
(2)
Xxxxxxxx Xxxxxx
000 Xxxxxx
Xxxxxx
XX0X 1 JN
BETWEEN:
(1) the Lessor and
(2) the Lessee
1. DEFINITIONS
1.1 The following terms used herein (with necessary
variations) mean and include:-
1.1.1 the Lessor":ARCADIA GROUP PLC (Company Reg. No.
237511) whose registered office is at Xxxxxxxxx
Xxxxx 00 Xxxxxxx Xxxxxx Xxxxxx X0 including
where the context so admits the reversioner for
the time being hereunder
1.1.2 "the Lessee":C14NET LIMITED (Company Reg. No.
3714112) whose registered office is at Xxxxxxxxx
Xxxxx 00 Xxxxxxxx Xxxxx Xxxxxx XX0X 0XX
including where the context so admits the
Lessee's successors in title
1.1.3 "the Building":means the Building known as 00
Xxxxxxxxx Xxxxxx XX0 and where the context so
admits or requires includes the whole and any part
or parts of the same (including the Premises)
1.1.4 "the Premises":means ALL THOSE office premises
forming part of the Building and for the purpose
of identification only shown edged red on the
annexed plan and situated on the second floor of
the Building all which said premises include inter
alia any alterations additions improvements and
landlords fixtures and fittings (including without
prejudice to the generality of the foregoing all
light fittings ceiling tiles suspended ceilings
wall coverings and fitted carpets (if any) window
frames and glass window furniture and door
furniture and frames sanitary apparatus and gas
and electrical and water and heating air
conditioning and ventilating (if any) and other
installations boilers (if any) plant machinery
fire fighting or prevention equipment) plaster and
other internal covering of the main walls
enclosing the demise all internal walls ceilings
(excluding the structure) and floor boards and
screed of the floors and such parts of the
Building as exclusively serve the Premises and
include where the context so admits or requires
the whole and any part or parts of the same
1.1.5 "Conducting Media": means pipes wires drains
cables watercourses sewers ducts flues conduits or
other conducting media and includes fixtures
connected to any Conducting Media for enabling use
to be made of the Conducting Media or of any
water gas electricity telephone drainage soil air
smoke heating and other services supplies and
effluvia (collectively hereinafter called
"Services") through Conducting Media
1.1.6 "the Common Parts": means the whole and any part
or parts of any amenity areas entrance ways
Passages staircases lifts common refuse disposal
facilities and the Conducting Media therein
the Service Chattels (hereinafter defined) and
all other areas and facilities provided within the
Building for the use of tenants and occupiers
thereof in common
1.1.7 "Group Company": means any company which
is a subsidiary of the Lessee or the Lessee's
holding company (the expressions "subsidiary" and
"holding company" having the meanings ascribed to
them by Section 736 of the Companies Act 1985)
1.1.8 "the Insured Risks": means damage by fire storm
tempest flood lightning explosion aircraft and
articles dropped therefrom riot civil commotion
malicious damage impact bursting or overflowing
of pipes and such other risks or perils as the
Superior Lessor shall from time to time in the
reasonable exercise of its discretion think
desirable
1.1.9 "Interest": means interest at the
rate of four
per centum
above the base rate of
HSBC
Bank plc from time
to time (or of such other
London
Clearing Bank
as the Lessor may by
notice in
writing to the
Lessee nominate from time
to
time) during the
period from the date on
which the
interest is to
run to the date of
payment as well
before as
after any judgment
1.1.10 "the Lessor's Surveyor":
means any person or firm
appointed by or acting
for the Lessor being a
Chartered
Surveyor
(including a suitably
qualified
employee of the
_i
Lessor) to perform the
function of a
surveyor for any of the
purposes of
this Underlease
1.1.11 "Lettable Unit": means any unit of
accommodation forming part
of the Building which has
been or
is intended or
designed at any relevant
time to
be the subject
matter of a separate
letting
1.1.12 "Lessor's Accountant":
means any person or firm
appointed by or acting
for the Lessor being
either a
chartered or a
certified accountant
(including a
suitably
qualified employee of the
Lessor)
to perform the
function of an accountant
for any
of the purposes
of this Underlease
1.1.13 "the Term": means a term from and
including
the date of this
Underlease to and
including the
17th day of
November 2012 and
includes any
statutory or
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other continuation of the Term and
where the
context admits any period after
the expiry of the
Term during which the Lessee or
any sub-tenant
remains in occupation of the
Premises or any
part thereof and the obligations
of the Lessee
shall be construed accordingly
1.1.14 "the Rent": means until
the Rent
Commencement Date
(hereinafter defined) a peppercorn
(if
demanded)
and from and including
the Rent
Commencement Date the rent of One
Hundred
and Twenty One Thousand Five
Hundred
Pounds (GBP121,500) per annum or
such other
amount as is payable as rent from
time to time
hereunder
1.1.15 "Rent Commencement Date":means the
1.1.16 "Service Charge means the
1.1.17 "Review Date": means 17th
November 2002 and 17th November 2007
1.1.18 "the Painting Years":means the
years of the Term ending 17th
November 2002 and 17th November
2007 and in each case in any event during the
last three months of the Term (however
determined)
1.1.19 "the Specified Use":means in
respect of the
Offices within the
meaning of paragraph (a) of Class
131 of the
Town and Country Planning (Use
Classes)
Order 1987 as the same is in force
at the date
hereof
1.1.20 "the Service Charge Year":means
any year of the Term
ending on 31 st
March subject to variation as
hereinafter
provided
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1.1.21 "the Superior Lease": means
the superior
lease under which the
Lessor holds the Premises together
with other
property made the 25th day of
November 1987
between Northdale Investments
Limited ("the
Superior Lessor)" and the Lessor
(then known
as The Xxxxxx Group Plc)
1.1.22 "the Superior Lessor's means
any person or
firm appointed by or
Surveyor": acting for the Superior Lessor
being a
chartered
surveyor (including a suitably
qualified
employee of the Superior Lessor to
perform the
function of a surveyor for any of
the purposes
of
the Superior Lease)
1.1.23 "the Superior Lessor's means
any person or
firm appointed by or
Accountant": acting for the Superior Lessee
being either a
chartered surveyor or a certified
accountant
(including a suitably qualified
employee of the
Superior Lessor to perform the
function of an
accountant for any of the purposes
of the
Superior Lease)
1.1.24 "the Supplemental Deed":means any
deed agreement
licence
memorandum letter or other
document which in
any way varies this Underlease or
which is or
becomes supplemental to this
Underlease
whether or not expressed to be so
.1.125 "Court Order" an Order
of the a~
yore and City of London
County Court (No. A ) dated the
t $"''
day
of Mctrt~ 2000 in relation to the
Premises
pursuant to Section 38(4) of the
Landlord and
Xxxxxx Xxx 0000
1.2 Any covenant by the Lessee not to do any act or thing
shall be deemed to include
an obligation not to permit such act or thing to be done
and any acts omissions of
the Lessee's servants or agents or of any persons within
the Lessee's control or of
the Lessee's sub-tenants or of such sub-tenants servants
or agents or of any
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persons within the control of such sub-tenants shall for
the
purposes of this Underlease be deemed acts or omissions
of the
Lessee and references to the covenants or obligations of
the Lessee
or of any Guarantor shall be deemed to include those
implied as well
as those expressed herein
1.3 References to the Superior Lessor shall include its
successors in
title and shall
include all superior lessors however remote
1.4 Where under the terms of this Underlease the consent of
the
Lessor is required
for any act or matter the consent of the Superior Lessor
under the
terms of the
Superior Lease shall also be required wherever requisite
PROVIDED that nothing
in this Underlease shall be construed as imposing on the
Superior
Lessor any
obligation (or indicating that such obligation is
imposed on the
Superior Lessor by
virtue of the terms of the Superior Lease) not
unreasonably to
refuse such
consent
1.5 Reference to any right exercisable by the Lessor or any
right
exercisable by the
Lessee in common with the Lessor shall be construed as
including (where
appropriate) the exercise of such right
1.5.1 by the Superior Lessor and all persons
authorised by the
Superior Lessor and
1.5.2 in common with all other persons having a like
right
1.6 Unless expressed to the contrary all rights of entry
granted to the
Lessee or
reserved to the Lessor hereunder shall be exercisable
only upon
reasonable prior
written notice except in case of emergency when no
notice need
be given
1.7 Where the context so admits or requires the singular
shall include
the plural and
vice versa the masculine gender shall include the
feminine and
neuter genders
and vice versa and where the Lessor the Lessee or the
Guarantor
(if any) shall be
two or more individuals all obligations expressed or
implied to be
made by or with
any such individuals shall be deemed to be made by or
with them
jointly and
severally
1.8 Any reference to a statute shall include any statutory
extension
modification or re-
enactment thereof and all regulations bye-laws or orders
made
thereunder
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3.5 Statutory requirements
So far as is consistent with the other covenants on the
part of the Lessee herein
contained at the Lessee's expense to comply with the
requirements of and execute
all works which are at any time during the Term by
virtue of any present or future
Acts of Parliament and any regulations orders or
bye-laws made thereunder or by
any competent authority relating to or required to be
executed upon or in respect of
the Premises or the user thereof whether by the owner or
occupier thereof and not
to do or omit on or about the Premises any act or thing
by reason of which the Lessor
may under any such Acts regulations order or bye-laws or
the requirements of any
such authority incur or have imposed upon it or become
liable to pay any levy penalty
damages compensation costs charges or expenses and to
keep the Lessor
indemnified against all breaches of the provisions of
such Acts regulations orders
bye-laws or requirements and all costs damages and
expenses incurred thereunder
and to produce to the Lessor such licences consents and
other documents and
evidence as the Lessor may reasonably require in order
to satisfy itself that the
provisions of this Clause 3.5 have been complied with in
all respects
3.6 Alterations
3.6.1 Not to erect any addition to the exterior of the
Premises or erect any
new building upon the site of the Premises nor to
make any other
alteration or addition to the external appearance
of the Premises nor to
unite the Premises with any other premises or
create any internal
doorway or other opening between the Premises and
any adjoining
premises
3.6.2 Not to cut into the foundations or any main beams
structural floors or
walls of the Premises
3.6.3 Subject to the other provisions of this Clause
3.6 not without the
previous consent in writing of the Lessor such
consent not to be
unreasonably withheld to make any alteration or
addition structural or
otherwise to the Premises PROVIDED HOWEVER that
no consent
shall be required for the erection alteration or
removal within the
Premises of demountable partitioning PROVIDED
that such
partitioning
shall be erected in a good and workmanlike manner
with good quality
materials and that if so required by the Lessor
or the Superior Lessor
such partitioning shall be removed at the end of
the Term (howsoever
determined) and the Premises reinstated to the
reasonable satisfaction
of the Lessor's Surveyor and the Superior
Lessor's Surveyor
3.6.4 Before connecting the electricity supply to any
proposed major electrical
installation in the Premises to notify the Lessor
and the electricity
supply
authority and to permit inspection and testing of
the same and to
comply with the conditions of supply of the
authority and the
requirements of such authority and in any event
not to alter add to or in
any way interfere with any electric cables
switches junctions or points
or
pipes taps or other apparatus installed in the
Premises in connection
with the supply or use of electricity hot or cold
water or gas or any
telephone installation save in accordance with
the requirements and
standards of the relevant authority and in the
case of any electrical
installation the standards of the Institution of
Electrical Engineers
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3.6.5 Not to make any material alteration or
connection to any
of the
Conducting Media serving the Premises or
to any other
mechanical
service without the prior written consent
of the Lessor
(such consent not
to be unreasonably withheld in respect of
Conducting
Media solely
serving the Premises)
_ 3.6.6 Any alteration or addition in respect of
which consent may
be granted
under this Clause 3.6 shall be carried
out in accordance
with drawings
and specifications previously approved by
and to the
reasonable
satisfaction of the Lessor's Surveyor and
in all such cases
such consent
or approval shall not be unreasonably
withheld
3.6.7 Any application for consent made under
this Clause 3.6
shall be
supported by drawings and (where
appropriate)
specifications in
triplicate and the Lessee shall pay the
reasonable fees of
the Lessor
and the Superior Lessor and their
respective professional
advisers in
respect of such application and the
inspection of the
relevant works and
shall comply with such reasonable
requirements and enter
into such
covenants as the Lessor may reasonably
require as to the
execution of
the alterations and additions and
reinstatement of the
Premises
3.6.8 The Lessee will upon written notice from
the Lessor
forthwith pull down
and remove any alteration or addition
erected or made in
breach of the
foregoing covenants and make good to the
reasonable
satisfaction of
the Lessor's Surveyor all damage thereby
caused
3.7 Avoidance of Insurance
3.7.1 Not by act or omission or otherwise to
allow anything to be
done on or
to be brought onto the Premises which may
cause any
insurance policy
-' for the Premises to become void or voidable nor anything
whereby any
additional or loaded insurance premiums
may become
payable
(whether in respect of the Premises or of
any other
premises)
3.7.2 To notify the Lessor promptly in writing
of the nature and
value of any
alterations additions or improvements
made and landlords
fixtures
attached by the Lessee to the Premises
during the Term
3.7.3 To comply with all reasonable
requirements of the
insurers as to fire
security or other precautions in respect
of the Premises
3.7.4 If and so often as reasonably required by
the Lessor or as
reasonably
required by its insurers to permit the
insurers to inspect
the Premises
and the Lessee's user thereof and subject
as hereinbefore
provided the
Lessor to inspect and value the same for
the purpose of
assessing the
sum for which the Premises or the
Building should be
insured
3.7.5 If the Premises or any other premises
within the Building
shall be
destroyed or damaged by any of the
Insured Risks and if
the amount of
the insurance monies shall be wholly or
partly
irrecoverable by reason
of any act neglect default or omission of
the Lessee its
tenants agents
servants licensees or invitees or anyone
deriving title
through under or
in trust for or acting on behalf of them
or any of them the
Lessee will
forthwith on demand pay and make good to
the Lessor all
costs claims
losses and other expenses whatsoever
(including
professional and
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other fees) incurred paid or payable by the
Lessor or the Superior Lessor
in connection with or consequent upon such
destruction or damage and
the reinstatement and making good thereof to the
extent that such costs
claims losses and other expenses shall be
irrecoverable as aforesaid
3.8 Repairs
3.8.1 Damage by Insured Risk excepted (save and to the
extent that the
insurance policy in respect thereof shall have
been vitiated or the
insurance monies rendered irrecoverable by reason
of any act default
or neglect of the Lessee or its tenants servants
agents or others within
the Lessee's control) at all times during the
Term well and substantially
to repair maintain cleanse and amend in every
respect the Premises
and all appurtenances thereto to the reasonable
satisfaction of the
Lessor the Superior Lessor and their respective
Surveyors and to keep
the same so repaired maintained cleansed and
amended and when
requisite as part of the process of repair only
rebuild or renew the
same
or any part thereof and to renew and replace from
time to time with
articles of a similar kind and quality to the
reasonable satisfaction of
the
Lessor and the Superior Lessor and their
respective Surveyors all
landlords fixtures fittings and appurtenances in
the Premises which
may
become or be beyond reasonable repair at any time
during or at the
expiration or sooner determination of the Term
and at such expiration
or
sooner determination to replace and renew any
fitted carpets in the
Premises with carpets of a similar kind and
quality to the reasonable
satisfaction of the Lessor and the Superior
Lessor and their respective
Surveyors
3.8.2 To be responsible for any damage caused to the
Lessor or the
Superior
Lessor their other tenants or the owners or
occupiers of any adjoining
or
neighbouring premises by the bursting or overflow
or obstruction of
any
part of the water sanitary or heating
installation in the Premises arising
as a result of any act or omission of the Lessee
or its sub-tenants
servants or agents
3.8.3 To keep the windows (and metal frames if any) in
the Premises clean
inside and outside
3.8.4 From time to time and at all times during the
Term to procure that the
Premises are reasonably fit and suitable for use
for the Specified Use
3.9 Decoration
3.9.1 To maintain an adequate protective coating or
preservative of a type
approved by the Lessor to all parts of the
Premises and to the fixtures
and fittings therein as are normally so treated
3.9.2 Without prejudice to sub-clause 3.9.1 of this
Clause 3.9 to paint with
two coats of good quality paint or such other
treatment as the Lessor
may from time to time approve (such approval not
to be unreasonably
withheld) in a good and workmanlike manner all
parts of the Premises
and all appurtenances thereto usually painted in
each of the Painting
Years (unless carried out within the preceding
twelve months) and at
the same time with every painting or other
treatment throughout the
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Term to varnish colour or treat such parts of the
Premises as are usually
so treated
3.9.3 The Lessor shall have the option (in lieu of
carrying out any painting or
other treatment during the last three months of
the Term) of requiring
the Lessee to pay to the Lessor a sum (together
with any Value Added
Tax which may be chargeable thereon) properly
certified by the
Lessor's Surveyor as being equal to the cost of
carrying out such
painting or other treatment and if the Lessee
shall pay to the Lessor
such sum not less than one month before the
expiration or sooner
determination of the Term the Lessor shall accept
the same in full
satisfaction of the Lessee's liability hereunder
in respect of such
painting or other treatment
3.10 Items of common use
Save insofar as the same are contained in the service
charge provisions hereinafter
contained to pay to the Lessor on demand a fair
proportion of any reasonable and
proper sums (including fees) which the Lessor may expend
or incur for the repair
painting lighting cleaning (including stone cleaning)
replacing renewal rebuilding
(where necessary as part of the process of repair)
maintenance and preservation of
the Building or the Common Parts or any other part or
parts of the Building and in
complying with any statutory requirement or any
requirement of a competent
authority relating to the Premises or the Building or
any part or parts thereof and for
the repair painting lighting cleaning replacing renewal
rebuilding (where necessary
as part of the process of repair) maintenance and
preservation of all passage ways
pavements roads areas Conducting Media party walls party
structures or other
conveniences belonging to or used or enjoyed in common
between the Building and
adjoining or neighbouring land or premises
3.11 Entry to Inspect
To permit the Lessor with all necessary materials and
equipment at reasonable times
to enter the Premises to view the condition thereof and
thereupon the Lessor may
serve upon the Lessee notice specifying any breach of
covenant for which the
Lessee is liable under this Underlease and if the Lessee
shall not have commenced
and diligently proceeded to rectify such breach within
two calendar months after
service of such notice the Lessor may without further
notice enter the Premises to
execute the works required to rectify such breach (and
the Lessee shall give the
Lessor all necessary facilities so to do) and the cost
incurred by the Lessor in so
doing together with Interest thereon from the date such
cost shall have been incurred
to the date of payment shall be paid by the Lessee to
the Lessor upon demand and
shall be recoverable from the Lessee as a debt or (at
the Lessor's option) as rent in
arrear
3.12 Entry for repairs etc
To permit the Lessor at reasonable times to enter and
remain upon the Premises
with all necessary equipment and materials
3.12.1 to execute works to any other premises
within the Building where such
works cannot reasonably be executed without entry
upon the Premises
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3.12.2 for the purpose of laying constructing
re-laying inspecting renewing
connecting repairing cleansing or emptying any
Conducting Media in
under or over the Premises in connection with or
for the accommodation
of the Premises or any other premises within the
Building
3.12.3 for the purpose of taking inventories
of the Lessor's fixtures and fittings
to be yielded up at the expiration of the Term
3.12.4 in connection with the services herein
mentioned
3.12.5 for the purpose of complying with any
requirements of any competent
authority
the persons entering causing as little damage and
inconvenience as reasonably
practicable and making good any damage caused to the
Premises and the Lessee's
fixtures and fittings by such entry without unreasonable
delay
3.13 User restrictions
3.13.1 Not to use or allow to be used the Premises or
any part thereof for the
sale manufacture supply distribution or public
consumption of
intoxicating liquors or any similar business nor
as a place of public
entertainment nor as a club betting office or for
the purpose of gaming
or as a bingo billiards snooker or similar hall
fun fair amusement
arcade
leisure centre nor as an advertising station nor
as a restaurant or snack
bar or for the sale of hot or cold food for
consumption off the premises
(commonly known as a 'take-away' food shop) or
for catering of any
other description nor to keep any animals fish
reptiles or birds in the
Premises nor to use the Premises as a brothel or
disorderly house or
as
a sex establishment within the meaning of the
Local Government
(Miscellaneous Provisions) Xxx 0000 nor for the
sale of live animals or
pet food or for the sale hire distribution
viewing or display of any books
magazines films video or other recordings or
other material which are
unsuitable for sale or showing to persons of any
age nor for any illegal
or immoral purpose nor for any noisome noisy or
offensive trade or
business nor for the purposes of any political or
religious organisation
nor for anything which may become a nuisance or
damage to the
owners or occupiers of property in the
neighbourhood or may in the
opinion of the Lessor be detrimental to the
nature and character of the
Building
3.13.2 Not to permit any person to reside or sleep in
the Premises
3.13.3 Not to discharge any trade wastes into
the sewers nor discharge anything
but storm water and surface water into the
surface water drains nor
discharge into the drains or sewers serving the
Building anything which
will be corrosive or harmful or which may cause
any obstruction or deposit
therein and to take all reasonable precautions to
prevent any leakage or
escape of water or electricity from the Premises
or any accident in
connection therewith or with the use thereof
3.13.4 Not to allow on the Premises anything
which is or may be dangerous
offensive radioactive or explosive or specially
combustible or inflammable
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3.13.5 Not to trade or display goods outside
the Premises nor to cause any
obstruction outside the Premises nor to trade
from or obstruct any window
thereof or to hang anything from the windows of
the Premises nor to place
or store anything on or sit out on any roof which
may be comprised in the
Premises
3.13.6 Not to use on the Premises any machine
(other than normal office or
shop machines or such other machines as shall be
reasonably necessary
for the Specified Use) or scientific apparatus
without the prior written
consent of the Lessor (such consent not to be
unreasonably withheld)
and in particular (but without prejudice to the
generality of the foregoing)
not to use on the Premises any coin or token
operated machines or
games (whether with or without prizes) other than
for the dispensation of
beverages and other light refreshments for
consumption on the Premises
nor any equipment machinery or other thing which
shall cause dangerous
vibrations or overloading of the electrical
circuits serving the Premises or
other premises
3.13.7 Not to use or permit or suffer to be
used except in case of fire or other
emergency any doors or special exits which may be
provided exclusively
for escape in the event of fire or other
emergency
3.13.8 Not at any time at such a volume as to
be audible outside the Premises
to play or cause to be played in or on the
Premises any kind of musical
instrument sound reproducing amplifying or
receiving apparatus or to sing
or cause any singing to take place therein
And if required by the Lessor so to do forthwith to take
all steps to remedy any
breach of this covenant and to indemnify the Lessor
against all claims costs and
demands arising in consequence of a breach hereof
3.14 Specified use
Not to use or allow to be used the Premises except for
the Specified Use
3.15 Easements etc
To use all reasonable endeavours to prevent any easement
or right belonging to or
used with the Premises from being obstructed or lost and
not knowingly to allow any
encroachment to be made or attempted to be made on or
easement or right to be
acquired or attempted to be acquired over the Premises
nor without the Lessor's
consent (such consent not to be unreasonably withheld)
to permanently obstruct any
window light or way belonging to the Premises nor to
acknowledge that any right
appurtenant to the Premises is enjoyed by consent of any
other person and to give
immediate notice to the Lessor if any easement right or
encroachment affecting or
likely to affect the Premises shall be made or attempted
to the Lessee's knowledge
and at the Lessor's request and cost to adopt such means
as may be reasonably
required to prevent or license the same and if the
Lessee shall omit or neglect to do
any such things as aforesaid as soon as may be
reasonable in the circumstances the
Lessor and others authorised by it may enter the
Premises and do the same
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3.16 Signs etc
3.16.1 Not to install outside the Premises or inside the
Premises so as to be
seen from the outside any intermittent or
flashing signs or
advertisement
3.16.2 Subject to the provisions of Clause 3.17 hereof
not to exhibit or suffer to
be exhibited any other signs notices or
advertisements visible from
outside the Premises without the prior consent in
writing of the Lessor
which the Lessor may grant or withhold at its
absolute discretion or
grant subject to such conditions and covenants as
the Lessor may
require PROVIDED that the Lessee may with the
prior written consent
of the Lessor (which shall not be unreasonably
withheld) install a sign
in
such form and position as the Lessor may approve
(such approval not
to be unreasonably withheld) displaying the name
and business of the
Lessee and of other lawful occupants of the
Premises or any part
thereof on the tenant's signboard at the ground
floor entrance of the
Building and in the second floor lift lobby
(which such sign if so
required
by the Lessor shall be removed at the
determination of the Term the
Lessee making good any damage caused by such
removal)
3.17 Letting notices
To permit the Lessor or the Superior Lessor during the
twelve months immediately
preceding the expiration of the Term to affix and retain
without interference to any
part of the Premises (but not so as to obscure the
windows or interfere with the
Lessee's permitted use of the Premises) a letting notice
which shall not be moved
removed or obscured and during the said twelve months to
permit persons with
written authority from the Lessor or its agents at
reasonable times of the day on prior
written notice to view the Premises
3.18 Expenses
To pay all expenses (including professional fees and
costs) properly incurred by the
Lessor or the Superior Lessor and . any of their
respective professional advisers
incidental to:-
3.18.1 the preparation and service of notices under
Sections 146 and/or 147 of
the Law of Property Xxx 0000 or under the
Leasehold Property
(Repairs) Xxx 0000 notwithstanding that
forfeiture is avoided otherwise
than by relief granted by the Court
3.18.2 the enforcement whether during the
Term or after the expiration or sooner
determination thereof of any of the Lessee's
covenants and the
preparation and service of all notices and
schedules relating to breaches
of the Lessee's covenants hereunder occurring
before the expiration of
the Term (including all inspections properly made
in contemplation of or
consequent upon the preparation and/or service of
such notices or
schedules)
3.18.3 all applications by the Lessee for any
consent required under this
Underlease and whether or not such consent is
refused or such
application withdrawn except where such consent
approval or licence is
unreasonably withheld or is proffered subject to
unreasonable
qualification or condition
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3.19 Yielding up
3.19.1 To yield up the Premises at the expiration or
sooner determination of
the Term in repair and decorated and otherwise in
all respects in
accordance with the Lessee's covenants herein
contained and with
vacant possession and clean having first replaced
any Lessor's fixtures
and fittings which may be missing or damaged with
others of a similar
kind and quality to the reasonable satisfaction
of the Lessor and the
Superior Lessor and their respective Surveyors
and having removed
every sign writing or painting of the name and/or
business of the
Lessee
or other occupiers of the Premises and (unless
relieved of such
obligation by the Lessor) having removed all
partitioning installed in the
Premises and having made good to the Lessor's
reasonable
satisfaction and at the Lessee's expense any
damage resulting from
such removal and from the removal of any tenants
and trade fixtures
and fittings
3.19.2 If the Lessee shall fail to yield up
the Premises in such state of repair and
decoration as aforesaid the Lessor may if it
thinks fit effect such repairs
decorations and other works which ought to have
been carried out by the
Lessee pursuant to the covenants on the part of
the Lessee herein
contained and the Lessee shall pay to the Lessor
on written demand the
cost of such repairs decorations and other works
effected by the Lessor
3.20 Alienation
3.20.1 In this Clause 3.20 the
following
expressions have the following
meanings:-
"the 1927 Act" the Landlord and Xxxxxx Xxx
0000 as
amended
"the 1995 Act" the Landlord and Tenant
(Covenants)
Xxx 0000
"Authorised Guarantee has the meaning defined in
and for the
Agreement" purposes of Section 16 of
the 1995 Act
which shall be made by
separate deed
"Application" the application made by the
Lessee for
the Lessor's consent to the
proposed
assignment of the Underlease
to the
Proposed Assignee
"the Current Lessee " the person in whom the Term
is vested
at the date of the
Application
"the Proposed Assignee" the
person to whom the Current
Lessee
wishes to assign this
Underlease as
stated in the Application
"Proposed Guarantor" the person who will
guarantee to the
Lessor the obligations of
the Proposed
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Assignee but this expression
shall not
include the Current Lessee
3.20.2 Save as permitted by Clauses 3.20.3 3.20.4 3.20.5
and 3.20.6 not to
hold on trust assign underlet permit
underlettings nor part with or share
the possession or occupation of the whole or any
part or parts of the
Premises nor grant licences or franchises to use
or occupy the whole
or
any part or parts of the Premises nor mortgage or
charge part of the
Premises
3.20.3
Assignment
3.20.3.1 Not to assign the whole of the
Premises without the prior
consent of the Lessor (such consent not to
be unreasonably
withheld or delayed) provided that the
Lessor shall be entitled
(for the purposes of Section 19(1A) of the
Landlord and
Tenant Act 1927):-
3.20.3.1.1 to withhold its consent
to any of the
circumstances set out in Clause
3.20.3.2;
3.20.3.1.2 to impose all or any of
the matters set out in
Clause 3.20.3.3 as a condition of
its consent
3.20.3.2 The
circumstances referred to in Clause
3.20.3.1.1 above
are as follows:-
3.20.3.2.1
Where the Proposed Assignee is an associated
company of the Lessee
3.20.3.2.2
Where in the reasonable opinion of the Lessor
the Proposed Assignee is not of
sufficient
financial standing to enable it to
comply with
the
tenant's covenants in this
Underlease
3.20.3.2.3
Where the Proposed Assignee enjoys diplomatic
or state immunity
3.20.3.2.4
Where the Proposed Assignee is not resident in
a jurisdiction where reciprocal
enforcement of
judgement exists
3.20.3.3 The
conditions referred to in Clause 3.20.3.1.2
are as
follows:-
3.20.3.3.1
the current Lessee and any guarantor of the
Current Lessee (except a guarantor
by virtue of
a deed entered into pursuant to
the provisions
of
this Clause) shall on or prior to
such
assignment
being completed execute and
deliver an
Authorised Guarantee Agreement
which shall
be
in such form as the Lessor may
reasonably
require and be prepared by or on
behalf of the
Lessor and at the cost of the
Current Lessee
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3.20.3.3.2 the Proposed
Assignee shall on or
before being allowed into
occupation enter into a
direct
covenant with the Lessor
to
perform and observe the
Lessee's
covenants and conditions
contained in this
Underlease
3.20.3.3.3 the payment
to the Landlord of all
rent and other sums which
have
fallen due under the
Underlease
prior to the date of the
assignment
3.20.3.3.4 if the Lessor
reasonably requires
the Lessee shall obtain
one or
more guarantors (other
than the
Current Lessee )
reasonably
acceptable to the Lessor
for the
Proposed Assignee and
such
guarantor shall execute
and deliver
to the Lessor a deed
containing
covenants by that
guarantor (or if
more than one joint and
several
covenants) with the
Lessor as a
primary obligation in the
terms set
out in Schedule 4 (with
any
necessary changes or in
such
other terms as the Lessor
may
reasonably require)
3.20.3.4 The Lessor may at any
time during the Term
abandon any of the circumstances
mentioned in
Clause 3.20.3.2 or any of the
conditions
mentioned in Clause 3.20.3.3 by
serving written
notice to that effect on the
Lessee and upon the
service of such notice the
circumstances or
condition specified shall be
deemed to be
deleted from this Underlease and
of no further
effect
3.20.4 Underletting
3.20.4.1 The Lessee may subject
to the provisions of this
Clause 3.20.4 with the prior
written consent of
the Lessor such consent not to be
unreasonably
withheld or delayed underlet the
whole of the
Premises
3.20.4.2 The Lessee shall
procure that any proposed
underlease of the Premises shall
before being
allowed into occupation enter
into a direct
covenant with the Superior Lessor
and the
Lessor to perform and observe all
the Lessees
covenants (other than the
covenant to pay rent)
and the conditions contained in
this Underlease
throughout the term to be created
by the
underlease and if the Superior
Lessor or the
Lessor shall reasonably so
require that a
satisfactory guarantor for such
underlease shall
enter into a covenant under seal
in favour of the
Superior Lessor and the Lessor
. in the form (mutatis mutandis)
set out in
Schedule 4 hereto
with such modifications as the
Superior
Lessor or the
Lessor may reasonably require
3.20.4.3 The Lessee shall
procure that any permitted
underlease is at the full open
market rental
without the payment of a fine or
premium with
no provision in any way commuting
rent
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(other than a reasonable initial
rent free period)
and contains lawful and
enforceable
provisions:-
3.20.4.3.1 prohibiting
the undertenant from
underletting or parting
with or
sharing occupation or
possession
_ of the whole of the
underlet
premises or any part
or parts thereof
3.20.4.3.2 prohibiting
the undertenant from
assigning or charging the
whole of
the underlet premises
without the
prior written consent of
the Lessee
and of the Lessor under
this
Underlease
3.20.4.3.3 providing
that for the purposes of
Section 19(1 A) of the
1927 Act
and Section 16 of the
1995 Act any
consents to an assignment
of the
underlease shall be
subject to a
condition that the
undertenant of
the underlease shall on
or prior to
such assignment being
completed
execute and deliver to
the Lessee
and the Lessor of this
Underlease
a deed containing
covenants on
the part of the then
undertenant
with the Lessee and as
separate
covenants with the Lessor
in the
form of an Authorised
Guarantee
Agreement which will be
in such
terms as the Lessor may
reasonably require and be
prepared by or on behalf
of the
Lessor and at the cost of
the
Lessee
3.20.4.3.4 other
obligations on the part of the
undertenant no less
onerous than
the obligations of the
Lessee under
this Underlease
3.20.4.3.5 that the
undertenant shall observe
and perform covenants
agreements and conditions
in
similar form to the
covenants
agreements and conditions
on the
part of the Lessee
contained in this
Underlease (other than as
to the
amount of Rent but with
provision
for the payment of rents
equivalent
to the Insurance Rent and
Service
Charge)
3.20.4.3.6 for review of
rent (in an upwards
direction only) reserved
by the
underlease corresponding
as to
terms and dates with the
provisos
set out in Clause 6
3.20.4.3.7 for re-entry
on breach of any
covenant on the part of
the
undertenant on any ground
specified in Clause 5.2
3.20.4.3.8 that the
underlease shall be validly
contracted out of
Sections 24 to 28
(inclusive) of the
Landlord and
Xxxxxx Xxx 0000 by order
of a
competent court
1164030.01
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3.20.4.3.9 that every
underlease and sub-
underlease whether mediate
or
immediate shall contain
the same
restriction on assignment
underletting or parting
with
possession sharing
occupation and
granting of licences and
the same
provisions for direct
covenants and
registration as are
contained in this
Underlease
3.20.4.4 On or prior to the
assignment of any permitted
underlease the Lessee shall
procure that there
is delivered:
3.20.4.4.1 to the Lessor
a deed containing
covenants by the assignee
with the
Lessor in such form as the
Lessor
may reasonably require to
perform
and observe all the
tenant's
covenants in and all other
provisions of the
underlease during
the residue of the term of
the
underlease (including any
continuation thereof)
3.20.4.4.2 to the Lessor
and separately to, the
Lessee a deed containing
covenants by the assignor
with the
Lessor as contemplated by
Clause
3.20.3.1.1
3.20.4.5 The Lessee shall
procure in any underletting of
the Premises that the rent is
reviewed in
accordance with the terms of the
underlease but
not to agree the reviewed rent
under such
underlease with the undertenant
without the prior
written consent of the Lessor
(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 Lessor's
prior written consent (such
consent not to be
unreasonably
withheld or delayed) and to
procure that the
Lessor's
representations as to the rent
payable
thereunder are made
to such independent person to the
reasonable
satisfaction
of the Lessor
3.20.4.6 Not to vary the terms
of or accept any surrender
of any underlease permitted under
this Clause
3.20.4 (or agree so to do) and not
commute
reduce or waive any rents payable
by any such
underlease
3.20.4.7 Not to waive expressly
or impliedly any of the
covenants imposed in any
underlease but upon
any breach thereof forthwith to
enforce the same
3.20.4.8 At the request of the
Lessor to take such action
as may be necessary to determine
any
underlease which is not permitted
by the Lessor
or Superior Lessor
1164030.01
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3.20.5 Group Company
Notwithstanding anything contained in this Clause
3.20 the Lessee may
share occupation of the Premises or any part
thereof with a Group
Company PROVIDED THAT
3.20.5.1
no tenancy is created by such occupation
3.20.5.2 the right of the Group
Company shall immediately
determine on it ceasing to fall within
the definition of Group
Company
3.20.5.3 the Lessee will give notice
to the Lessor within fourteen days
of the commencement and termination of
each sharing of
occupation of the Premises
3.20.6 Charge
Not to charge by way of fixed charge the whole of
the Premises without
the prior written consent of the Lessor (which
shall not be unreasonably
withheld or delayed)
3.21 Registration
3.21.1 Within fourteen days after any
assignment to give written notice to the
Lessor of the name and address of the party to
whom all future demands
for rent and other monies payable under this
Underlease are to be
addressed and within twenty one days after any
assignment charge by
way of fixed charge (save as hereinbefore
provided) underlease or
devolution of the Premises or any part thereof or
any interest therein
(including the surrender or forfeiture of any
underlease) to give notice
thereof in writing to the solicitors for the time
being of the Lessor and to
provide them with two certified photocopies of
the document effecting
such transaction and to pay to such solicitors a
registration fee of Twenty-
five pounds (GBP25) or such larger sum as such
solicitors shall reasonably
require together with the Superior Lessor's
registration fees
3.21.2 Within twenty one days after the rent
payable upon a review of rent in any
underlease of the Premises or any part thereof
shall have been
ascertained (whether by agreement arbitration or
otherwise) to notify the
Lessor in writing of the rent so ascertained and
the premises in respect
of which and the underlease pursuant to which
such rent shall have been
reviewed together with a certified copy of the
award of any arbitrator or
expert engaged in connection with such review and
within twenty eight
days of a memorandum recording the revised rent
being signed by or on
behalf of the parties to such review to forward a
copy thereof to the
Lessor
3.21.3 To give the Lessor notice of the death
during the Term of any person who
has or shall have guaranteed to the Lessor the
payment of the rent and
observance and performance of the Lessee's
covenants under this
Underlease or of such person committing an act of
bankruptcy or having
a receiving order made against him or of such
person (being a company)
suffering a receiver to be appointed or passing a
resolution to
1164030.01
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wind up or entering into liquidation upon the
Lessee becoming aware of
the same
3.22 Notices
Upon receipt in any manner whatever of any notice order
proposal requisition
direction or other thing from a competent authority
affecting the Premises or the user
thereof or the owner or occupier thereof or the Lessor's
interest therein to comply
therewith at the Lessee's expense so far as is required
thereby or by the Act or other
instrument under which it is issued or by the provisions
hereof And forthwith to
deliver to the Lessor three copies of such notice order
proposal requisition direction
or other thing And at the request and cost of the Lessor
to make or join with the
Lessor in making such objections and representations
against or in respect of any
such matters as the Lessor acting reasonably and
properly shall deem expedient
3.23 Not to overload etc
Not to permit to be erected or suspended upon the
Premises anything which will
overload any floor wall roof or any other part of the
structure or structural frame
thereof not knowingly to do anything or suffer anything
to be done on the Premises
which would remove support from any part of the Building
or any adjoining land
buildings or structures or endanger such land buildings
or structures in any way
whatsoever
3.24 Compliance with statute
3.24.1 So far as consistent with the other covenants on
the part of the Lessee
herein contained without prejudice to the
generality of Clause 3.5
hereof
at all times during the Term to comply at the
Lessee's expense with the
provisions of any relevant legislation for the
time being in force and in
particular (but without prejudice to the
generality of the foregoing) the
Town and Country Planning Xxx 0000 the Health and
Safety at Work
etc
Xxx 0000 the Xxxxxxxxx Xxx 0000 the Offices.
Shops and Railway
Premises Act 1963 the Fire Precautions Act 1971'
and the Public
Health
Acts the Clean Air Acts and with any regulations
or orders made under
such legislation and all licences consents and
conditions granted or
imposed thereunder so far as the same relate to
or affect the Premises
or the user thereof or the owner or occupier
thereof or the Lessor's
interest therein and as often as occasion shall
require to obtain at the
Lessee's expense all such licences and consents
as may be necessary
under such legislation for any use of or
permitted improvements
alterations or additions to be carried out by the
Lessee to the Premises
and not knowingly to do or omit or suffer to be
done or omitted on or
about the Premises any act or thing by reason of
which the Lessor may
under any such legislation incur or have imposed
upon it or become
liable to pay any levy penalty damages
compensation costs charges or
expenses and to keep the Lessor fully indemnified
against all
proceedings costs expenses and demands in
relation to any such
matters and to produce to the Lessor such
licences consents and other
documents and evidence as the Lessor may
reasonably require in
order
to satisfy itself that the provisions of this
Clause 3.24.1 have been
complied with in all respects
1164030.01
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3.24.2 If the Lessee any sub-tenant or other
lawful occupier carries
out any construction work within the meaning of and to which
the Construction (Design and
Management) Regulations 1994 ("CDM Regulations") apply the
Tenant shall:
3.24.2.1 prepare or procure the preparation of
the Health and Safety
file ("Health and Safety File") in accordance with the CDM
Regulations and
3.24.2.2 grant or procure the grant of a royalty
free irrecoverable and
non exclusive licence or licences to the Lessor to use and copy
any design as built and
maintenance and operational information and documentation and
any other information comprised
in the Health and Safety File for any purpose connected with
the Premises and any such licence
shall grant the Lessor the right to grant such licence and the
right to freely transfer the same to third
parties
1 3.24.3 the Lessee shall maintain and update the
Health and Safety
File as
necessary or procure that the same is so
maintained and
updated and
within seven days of being requested so
to do the Lessee
shall supply
copies thereof and any other evidence as
the Lessor may
reasonably
require to satisfy itself that the CDM
Regulations have and
are being
complied with
3.24.4 upon any assignment of this Underlease
the Lessee shall
deliver to the
assignee the Health and Safety File and
upon the
expiration or sooner
determination of the Term the Lessee
shall deliver to the
Lessor the
Health and Safety File
' 3.25 Planning
3.25.1 Not to apply for nor procure the
application by any third party
for any planning consent (which expression shall include any
outline or detailed consent or any
approval of reserved matters or any appeal to the Secretary of
State for the Environment Transport
and the Regions) relating to the Premises (whether or not in
conjunction with other premises)
without the prior written approval of the Lessor (which shall
not be unreasonably withheld)
3.25.2 To give full particulars to the Lessor
within seven days of any
planning notice or proposal or application received by the
Lessee and at the Lessor's request and
cost to make or join in making any such objection or
representation in respect of any such notice
or proposal as the Lessor shall reasonably deem expedient and
to which the Lessee shall agree
(such agreement not to be unreasonably withheld)
3.25.3 To join with the Lessor but at the cost
of the Lessor in applying
for any government or local authority or other permissions
licences or consents necessary to permit
rebuilding after destruction of the Premises or damage thereto
3.25.4 Whenever reasonably required to permit
the Lessor to enter
upon the Premises to comply with any requirements lawfully made
on it under the Town and Country
Planning Acts by any competent authority
1164030.01
_22_
PROVIDED that there is no material interference
with the Lessee's
enjoyment of the Premises and the Lessor makes
good any damage
caused to the Premises and the Lessee's fixtures
and fittings in the
exercise of such rights
3.26 Value Added Tax
To pay to the Lessor any Value Added Tax for which the
Lessor is liable in respect
of any taxable supplies under this Underlease save
insofar as the Lessor or a third
party is able to recover the same
3.27 Indemnity
To indemnify the Lessor against all liability claims and
costs (including any increase
in insurance premium) arising directly or indirectly out
of any defect or alleged defect
in the Premises or any fixture or appurtenance thereto
or any service or facility
supplied in or about the Premises or out of the state or
condition of the Premises
arising from a breach of the Lessee's obligations herein
contained or out of any
breach of covenant on the part of the Lessee or out of
the use or occupation of the
Premises by the Lessee or any works carried out at any
time during the Term to the
Premises by the Lessee or out of anything now or during
the Term attached to or
projecting from the Premises and installed by the Lessee
or out of any act neglect
or omission by the Lessee or any underlessee or by their
respective servants or
agents or by any persons in the Premises with the actual
or implied authority of any
of them (other than the Lessor or those authorised by
the Lessor) or out of
infringement disturbance or destruction during the Term
by the Lessee of any right
or easement
3.28 Trespass etc
At all times to use all reasonable endeavours to prevent
trespass disturbance or
nuisance to the Lessor or the occupiers of nearby
premises by the Lessee's tenants
(if any) employees agents and visitors
3.29 Information
To provide within fourteen days of receipt of a written
request from the Lessor such
information as the Lessor may reasonably require as to
the occupation of the
Premises including (but without prejudice to the
generality of the foregoing) details
of all underlettings and licences granted by the Lessee
and the full names and
addresses of all persons in actual or deemed possession
of the Premises and each
and every part thereof
3.30 Aerials etc
Not to erect any poles or aerials on the exterior of the
Premises or the Building
PROVIDED however that if and so long as at any time
during the Term the permitted
use of the Premises under this Underlease shall include
the sale or renting or
necessarily require the installation of any television
or radio equipment the Lessor
will not unreasonably withhold its consent to the
installation by the Lessee on the
exterior of the Premises of a suitable external aerial
to be installed in accordance in
all respects with a specification and plans first
approved by the Lessor (such
agreement not to be unreasonably withheld) and in a
position to be reasonably
specified by the Lessor's Surveyor
1164030.01
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3.31 Notify damage
Immediately upon becoming aware of the same to give
written notice to the Lessor
of any damage to the Premises caused by any of the
Insured Risks and at all times
to display and maintain on the Premises all notices
which any competent authority
may require to be displayed but which shall not be
required to be displayed in such
a position as to interfere with the Lessee's business
3.32 Refuse fire fighting equipment and security
3.32.1 To provide and use a refuse receptacle of a type
or kind as may be
stipulated by the local authority or private
contractor responsible for
refuse collection and to keep the same within the
Premises and not to
store any goods packing cases containers waste or
materials
otherwise
than in suitably enclosed accommodation within
the Premises and not
by persons within the Lessee's control knowingly
to allow any open
area in the curtilage of the Building to become
unclean or untidy as a
result of use thereof by the Lessee and to
prevent accumulations of
waste or refuse which are excessive or constitute
a nuisance or danger
to health
3.32.2 To pay to the local authority any
charge imposed for the collection of
refuse from the Premises
3.32.3 To keep the Premises supplied and
equipped with all fire fighting and
extinguishing appliances from time to time
required by law or reasonably
required by the insurers of the Premises or
reasonably recommended by
them such appliances being kept open to
inspection and properly
maintained and not to obstruct the access to or
means of working such
appliances or the means of escape from the
Premises in case of fire
3.32.4 To take expeditiously all requisite
steps to obtain any necessary fire
certificate for the Premises
3.32.5 To ensure that at all times the Lessor
has written notice of the name
address and telephone number of at least one
keyholder of the Premises
3.32.6 At any time that the Premises or any
part thereof is unoccupied to take all
reasonable precautions to prevent vandalism theft
and unlawful
occupation
3.33 Common Parts
Not by persons within the Lessee's control to allow the
Common Parts to be
obstructed at any time
3.34 Regulations
Duly to observe and perform such written regulations
notified to the Lessee as the
Lessor or the Superior Lessor may from time to time
reasonably deem necessary for
the orderly safe or more convenient management of the
Premises or the Building
and to use all reasonable endeavours to ensure that such
regulations are
1164030.01
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shall be calculated and assessed separately from
that of the other
services and so paid for by the Lessee either
direct to the statutory
undertaking concerned or through the Lessor if
direct payment is not
possible or if reasonably so required by the
Lessor in which event such
payment shall be made by the Lessee upon demand
from the Lessor and
the Lessee shall indemnify and keep indemnified
the Lessor against all
charges for such supplies
3.36 Observe covenants in Superior Lease
3.36.1 To observe and perform the covenants and
conditions on the part of the
lessee contained in the Superior Lease other than
those for the
payment of rents and so far as they relate to the
Premises but except
in
so far as the Lessor expressly covenants in this
Underlease to observe
and perform the same and to indemnify the Lessor
from and against
any actions proceedings claims damages costs
expenses or losses
arising from any breach non-observance or
non-performance of such
covenants and conditions
3.36.2 Not to do omit suffer or permit in
relation to the Premises any act or thing
which would or might cause the Lessor to be in
breach of the Superior
Lease or which if done omitted or suffered or
permitted by the Lessee
would or might constitute a breach of the
covenants on the part of the
Lessor and the conditions contained in the
Superior Lease
3.37 Entry for compliance with Superior Lease
To permit the Lessor and all persons authorised by the
Lessor (including agents
professional advisers contractors workmen and others)
upon reasonable written
notice (except in the case of emergency) to enter upon
the Premises for any purpose
that is in the reasonable opinion of the Lessor
necessary to enable it to comply with
the covenants on its part or on the part of the lessee
and the conditions contained
in the Superior Lease
3.38 New guarantor
3.38.1 To procure that any person who has
guaranteed to the Lessor the
Lessee's obligations contained in this Underlease
joins with the Lessee
and becomes a party to any Supplemental Document
to consent to the
Lessee entering into such Supplemental Document
and to confirm that its
covenants remain in full force and effect in
respect of this Underlease as
varied or amended by such Supplemental Document
3.38.2 Within fourteen days of the death
during the Term of any person who has
guaranteed to the Lessor the Lessee's obligations
contained in this
Underlease or such person becoming bankrupt or
having a receiving
order made against him or being a company passing
a resolution or
amalgamation whilst solvent) then to give notice
thereof to the Lessor and
if so required by the Lessor at the expense of
the Lessee within two
months to procure some other person reasonably
acceptable to the
Lessor to execute a guarantee in respect of the
Lessee's obligations
contained in this Lease in the form set out in
Schedule 4
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duly observed and performed by its tenants and licensees
(if any) and employees
agents and visitors
3.35 Service charge
3.35.1 To pay to the Lessor a service charge
being the fair proportion attributable
to the Premises of all amounts costs and expenses
which may at any time
during each Service Charge Year of the Term
become payable by the
Lessor pursuant to the Superior Lease
3.35.2 The manner in which the Service Charge
shall be paid shall be as
follows:-
3.35.2.1 the Lessor shall as soon as
reasonably practicable after the
end of each Service Charge Year use all
reasonable
endeavours to procure that the Superior
Lessor prepares an
account ("the Superior Lessor's Account")
showing the
service charge for that year and upon such
account being
reasonably and properly certified by the
Superior Lessor's
Accountant the same shall in the absence
of manifest error
be final and binding on the Lessee
3.35.2.2 the Lessee shall pay for each
Service Charge Year of the
Term a provisional service charge being a
proportionate part
of the Lessor's Surveyor's estimate
(acting reasonably) of the
likely aggregate amount of the service
charge for the
forthcoming Service Charge Year
3.35.2.3 the Lessor or the Lessor's
Surveyor shall as soon as
reasonably practicable upon receipt of the
Superior Lessor's
Account prepare a statement which shall
set out details of the
provisional service charge payments made
by the Lessee for
the relevant Service Charge Year and if
the service charge
for that year shall exceed the payments
made by way of
provisional service charge the amount of
the excess shall be
paid forthwith by the Lessee to the Lessor
but if it shall be
less the amount of the overpayment shall
be credited to the
Lessee against the next payment of rent
and service charge
3.35.2.4 the Lessor shall be entitled to
change the annual date for the
purpose of computing the service charge
whenever it shall
reasonably think fit and to make such
apportionment as the
Lessor acting reasonably shall consider to
be fair and
necessary upon any change of such date
(and the expression
"Service Charge Year" shall be construed
accordingly) or in
the proportions. attributable to the
Premises
3.35.2.5 the provisional service charge
shall be payable by four equal
instalments in advance of the same in like
manner as the
Rent is payable
PROVIDED ALWAYS that while the supply of any of
the services to the
Premises or any part thereof is separately
metered the cost thereof
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4. LESSOR'S COVENANTS
The Lessor hereby covenants with the Lessee as follows:-
4.1 Quiet enjoyment
That the Lessee paying the rent and other monies payable
hereunder and observing
and performing the Lessee's covenants and stipulations
herein contained shall
peaceably hold and enjoy the Premises during the Term
without any interruption by
the Lessor hereunder or any person rightfully claiming
under or in trust for it
4.2 Insurance
4.2.1 To use all reasonable endeavours to procure that
the Superior Lessor
keeps or procures to be kept insured at all times
throughout the Term
the Building in such sum as shall be its full
reinstatement value (with
such allowance (if any) for inflation of building
costs as the Superior
Lessor shall reasonably deem necessary) including
compliance with
the building regulations and planning control and
demolition and site
clearance expenses and three years rent of the
Premises (including
rent potentially payable upon a rent review under
this Underlease)
and
professional fees on demolition and rebuilding)
against loss or
damage
by the Insured Risks with reputable insurers and
to produce to the
Lessee upon demand (but no more often than twice
in any year of the
Term) a certified copy of the insurance policy or
other evidence of
such insurance and evidence of payment of the
last premium and to
notify the Lessee in writing upon the Lessor
being notified of the same
by the Superior Lessor of any material changes in
the Insured Risks
and subject to the Superior Lessor being able to
obtain all necessary
planning approvals and other licences approvals.
and consents to use
its reasonable endeavours to require the Superior
Lessor to cause all
monies (save monies payable for loss of rent)
received by virtue of
such insurance to be laid out as soon as
practicable in making good
the damage or destruction for which the monies
have been received
the Superior Lessor making up any deficiency out
of its own monies
PROVIDED however that the Superior Lessor's
liability to insure
against loss or damage by any of the Insured
Risks shall be subject at
all times to cover being normally available at a
reasonable cost with
reputable insurance offices in the United Kingdom
or through
underwriters at Lloyds and shall be limited to
effecting such cover as
is
normally available upon the terms and conditions
available in such
insurance market from time to time and subject to
such exclusions
conditions or provisions for excess from time to
time reasonably
agreed between the Superior Lessor and the
insurers
4.2.2 The Lessor's obligations under the foregoing
provisions of this Clause
shall cease if and to the extent that the
insurance be invalidated or
payment of the insurance monies withheld or
refused as a result of
any
act neglect or default of the Lessee or any
agent servant tenant or
licensee of the Lessee or any person within the
Lessee's control or if
and to the extent that the Lessee shall fail to
pay any sums due
pursuant to the provisions of Clause 3.7.5
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4.3 Provide services
4.3.1 To use all reasonable endeavours to procure that
the Superior Lessor
shall provide and carry out or procure the
provision or carrying out of
the services ("the Services") specified in
Schedule 3 hereto
PROVIDED
THAT neither the Lessor nor the Superior Lessor
shall be liable for any
interruption breakdown stoppage defect or failure
to provide supply or
procure any of the Services to be supplied by
virtue of weather
conditions inevitable accident emergency act of
God necessary repairs
maintenance or replacement or by any cause
whatever not within the
control of the Lessor or the Superior Lessor
provided that the Lessor
shall use all reasonably endeavours to procure
that the Superior
Lessor
ensures the services in question are restored as
soon as practicable
and PROVIDED THAT the Lessee shall not be
entitled to object to the
service charge or any item comprised in it or
otherwise on any of the
following grounds:-
4.3.1.1 the inclusion in a subsequent Service
Charge Year of any
item of expenditure or liability omitted
from the service
charge for any preceding Service Charge
Year
4.3.1.2 that any item of service charge included
at a reasonable
and proper cost might have been provided
or performed at
a
lower cost
4.3.1.3 disagreement with any estimate of future
expenditure for
which the Superior Lessor requires to
make provision so
long as the Superior Lessor has acted
reasonably and in
good faith and in the absence of manifest
error
4.3.1.4 the manner in which the Superior Lessor
exercises its
discretion in providing Services so long
as the Superior
Lessor has acted reasonably and in good
faith and in
accordance with the principles of good
estate management
4.3.1.5 the employment of respectable and
responsible agents
contractors or other persons as the
Superior Lessor may
from time to time think fit for the
carrying out and provision
on the Superior Lessor's behalf of the
Services so long as
the Superior Lessor has acted reasonably
and in good faith
and in accordance with the principles of
good estate
management
AND PROVIDED THAT the Superior Lessor may in its
absolute discretion
vary replace withdraw extend alter or add to such
Services if it reasonably
considers that by doing so the amenities in the
Building may be improved
and/or the management thereof more efficiently
conducted so long
however as the Superior Lessor shall at all times
provide such of the
Services as are necessary for the proper
maintenance and use and
enjoyment of the Building
AND PROVIDED THAT in the event that the Lessor or
the Superior
Lessor shall be required during any Service
Charge Year to incur heavy
or exceptional expenditure which forms part of
the service charge the
Lessor shall be entitled to recover from the
Lessee a proportionate part
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of that expenditure on the next date for payment
of rent and service
charge following such expenditure
4.3.2 To use all reasonable endeavours to procure that
the Superior Lessor
shall at all times keep or cause to be kept
detailed accounts (which
shall be open to inspection by,the Lessee at
reasonable times upon
prior appointment) of all expenditure in respect
of the Services
4.4 To pay Superior Lease rents
To pay the rents reserved by the Superior Lease and to
perform so far as the Lessee
is not liable for such performance under the terms of
this Underlease the covenants
and conditions on the part of the lessee contained in
the Superior Lease and to
indemnify and to keep indemnified the Lessee against all
actions claims proceedings
costs expenses and demands in any way relating to the
Superior Lease and in
relation to any service charge payments due but not
demanded or paid as at the date
hereof in relation to the Premises
4.5 Obtain consents under the Superior Lease
To take all reasonable steps at the Lessee's expense to
obtain the consent of the
Superior Lessor whenever the Lessee makes application
for any consent required
under this Underlease where the consent of both the
Lessor and the Superior Lessor
is needed by virtue of this Underlease and the Superior
Lease
5. PROVISOS
PROVIDED ALWAYS and it is hereby agreed as follows:-
5.1 Interest
That if the Rent or any part thereof or any other monies
due by the Lessee to the
Lessor shall at any time be unpaid on the due date
(whether in respect of rent any
formal demand shall have been made or not) then the
Lessee shall pay to the Lessor
in addition Interest on such sum for the period from the
date when such sum became
due to the date of payment to the Lessor
5.2 Re-entry
5.2.1 That
5.2.1.1 if the Rent or any part thereof or
any interest
payable
thereon or any other monies due by the
Lessee to the
Lessor shall at any time be unpaid for
twenty one days
(whether any formal demand shall have
been made or not)
or
5.2.1.2 if the Lessee shall fail to
perform or observe
any of its
covenants or stipulations herein or
5.2.1.3 if the Lessee or the Guarantor for
the time
being (being a
company)
5.2.1.3.1
enters into liquidation whether compulsory or
voluntary (save for the purpose of
demonstrated
1164030.01
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to the Lessees'
satisfaction
reconstruction or
amalgamation
whilst solvent) or
5.2.1.4 passes a resolution for winding
up (save as
aforesaid) or
5.2.1.4.1 is unable to
pay or has no
reasonable prospect of
being able
to pay its debts within
the meaning
of Sections 122 and 123
of the
Insolvency Act 1986 ("xxx
0000
Xxx") or
5.2.1.4.2 summons a
meeting of its
creditors or any of them
under
Part I of the 1986 Act or
5.2.1.4.3 suffers a
petition for an
Administration Order in
respect of
it to be filed at Court
or
5.2.1.4.4 suffers a
receiver or
administrative receiver
to be
appointed or
5.2.1.5 if the Lessee for the time being
(being an
individual or being
more than one individual any one
of them)
5.2.1.5.1 shall have a
receiving order made
against him or
5.2.1.5.2
become bankrupt or
5.2.1.5.3 is unable to
pay or has no
reasonable prospect of
being able
to pay his debts within
the meaning
of Sections 267 and 268
of the
1986
_' Act or
5.2.1.5.4 if the Lessee
(or if there shall be
more than one Lessee any
of them)
enters into composition
with his or
their creditors or
5.2.1.5.5 if an interim
order is made under
Part VIII of the 1986 Act
5.2.1.5.6 suffers any
distress or execution
to be levied on his or
their goods
at the Premises
then and in any such case it will
be lawful for
the Lessor at any time after any
such event to
re-enter upon the Premises or any
part of the
Premises in the name of the whole
and
thereupon this demise will
absolutely determine
but without prejudice to any
right of action or
remedy of the Lessor in respect
of any beach
non-observance or non-performance
of any of
the Lessee's or the Guarantor's
covenants or
any conditions contained in this
Underlease
5.3 Distress
That all monies payable by the Lessee under this
Underlease shall be
a charge on the Premises and recoverable by
distress as for rent in
arrear
1164030.01
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5.4 Exclusion of warranty
Nothing in this Underlease or in any consent granted by
the Lessor under this
Underlease shall imply or warrant that the Premises may
be used for the purpose
herein authorised so far as concerns any statutes
relating to town and country
planning or that any alterations or additions or other
works to the Premises which the
Lessor may permit under the provisions of this
Underlease will not require planning
permission and it is hereby agreed that in entering into
this Underlease the Lessee
does not rely on any such warranty given by the Lessor
or by any person on its behalf
5.5 Damage from Services
The Lessor shall not be liable to the Lessee or any
other person claiming through the
Lessee for any damage which may be caused by stoppage
breakage or defect of
any plant equipment or machinery in or service to the
Premises or any neighbouring
premises PROVIDED that the Lessor shall use all
reasonable endeavours to procure
that the Superior Lessor shall restore the plant
equipment machinery or service in
question as soon as practicable and PROVIDED that such
damage shall not arise
from the Lessor's negligence
5.6 Lessor's liability
In any case where the facts are known to the Lessee (but
not known to the Lessor)
the Lessor shall not in any event be liable to the
Lessee in respect of any failure of
the Lessor to perform any of its obligations to the
Lessee hereunder whether express
or implied unless and until the Lessee has notified the
Lessor of the facts giving rise
to the failure and the Lessor has failed within a
reasonable time to remedy the same
5.7 Walls
Any wall dividing the Premises from any adjoining
premises shall be treated as a
party wall and used and repaired as such
5.8 Lessee's effects
The Lessee hereby irrevocably appoints the Lessor to be
its agent to store or dispose
of any effects left by the Lessee on the Premises for
more than fourteen days after
the end of the Term on such terms as the Lessor thinks
fit and without the Lessor
being liable to the Lessee save to account for the net
proceeds of sale less the cost
of storage (if any) and any other expenses reasonably
incurred by the Lessor
PROVIDED THAT the Lessee will indemnify the Lessor
against any liability incurred
to it by any third part whose property shall have been
sold by the Lessor in mistaken
(but bona fide) belief that such property belonged to
the Lessee and was liable to be
dealt with as such pursuant to the provisions of this
Clause 5.8
5.9 Notices
Any notice required to be served on any party shall be
sufficiently served if it is sent
by post in a stamped envelope addressed to the Lessee or
to the Guarantor at the
last known place of abode or business or registered
office or address for service in
the United Kingdom of such Lessee or Guarantor or to the
Lessee's
1164050.01
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Solicitors or to the Lessor at its registered
office and proof of posting
shall be proof of service
5.10 Rent cesser
In the event of the Premises or any part thereof
or the access leading
thereto at any time during the Term being
damaged or destroyed by any
of the Insured
' Risks so as to render the Premises incapable of
occupation and the
Specified Use
then (save to the extent that the policy monies
become irrecoverable
in whole or
part through any act or default of the Lessee or
any person under its
control) the
Rent or a fair proportion thereof according to
the nature and extent of
the damage
sustained shall be suspended until either the
Premises or the
damaged portion
thereof shall again be capable of use or
occupation or for a period
equal to the
number of years for which insurance against loss
of rent has been
effected under
the Superior Lessor's insuring covenant
(whichever is the shorter
period) and any
dispute between the parties as to the amount of
any cesser of rent as
aforesaid
shall be determined by arbitration pursuant to
the Arbitration Xxx 0000
> 5.11 Indemnities
All indemnities given by the Lessee hereunder to
the Lessor in
respect of claims
from third parties shall be subject to the
condition that the parties
hereto shall
jointly negotiate and deal with any claims
against the Lessor and any
actions and
proceedings resulting therefrom in close
consultation with one
another and the
. Lessor will not settle or compromise any such
claim without the prior
written
consent of the Lessee (such consent not to be
unreasonably
withheld) subject to
the rights and powers of any insurers
5.12 Option to determine on non-reinstatement
If by damage by an Insured Risk the Premises or
a substantial part
thereof shall at any time be rendered unfit for
occupation or use for the
Specified Use or inaccessible and the Premises
shall not have been
reinstated and rendered capable of occupation
for the Specified Use by
three months before the end of the period of
three years referred to in
Clause 5.10 ("the rent insurance period") then
either the Lessor or the
Lessee may thereafter determine the Term and
this Underlease by not
less than three calendar months' notice in
writing to that effect served
upon the other and upon the expiration of such
notice this Underlease
and the Term shall cease and determine PROVIDED
that no such
notice shall be valid if served more than five
weeks after the expiration
of the rent insurance period or if at the date
of service or of expiration of
such notice the Premises shall in fact have been
so reinstated and
rendered capable of occupation and use for the
Specified Use
5.13 S.62 Law of Property Xxx 0000
The operation of Section 62 of the Law of
Property Xxx 0000 shall be
excluded from this Underlease and the only
rights granted to the Lessee
are those expressly set out in this Underlease
and the Lessee shall not
by virtue of this Underlease be deemed to have
acquired or be entitled
to by any means whatever any easement from or
over or (except such
as may be specifically granted in this
Underlease) in through over and
upon any land or premises adjoining or near to
the Premises
1164030.01
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5.14 Contracts (Rights of Third Parties) Xxx 0000
For the purposes of the Contracts (Rights of Third
Parties) Xxx 0000 the parties
hereto hereby agree that they do not intend any terms of
this Lease to be
enforceable by any third party who but for that Act
would not have been entitled to
enforce such terms
5.15 Statutory compensation
Except where any statutory provision prohibits the
Lessee's right to compensation
being reduced or excluded by agreement the Lessee shall
not be entitled to claim
from the Lessor on quitting the Premises or any part
thereof any compensation
under the Landlord and Xxxxxx Xxx 0000
5.16 Waiver of Right to Forfeit
That no demand for or acceptance or receipt of any part
of the Rent or other monies
payable under this Underlease or any payment on account
thereof shall operate as
a waiver by the Lessor of any right which the Lessor may
have to forfeit this
Underlease by reason of any breach of covenant by the
Lessee notwithstanding that
the Lessor may know or be deemed to know of such breach
at the date of such
demand acceptance or receipt
5.17 Jurisdiction
This Underlease shall be governed by and construed in
all respects in accordance
with the law of England and the English courts shall
have exclusive jurisdiction in
relation to any disputes arising under or connected with
this Underlease and the
Lessee agrees that any process may be served on it by
leaving a copy of the
relevant document at the Premises
5.18 Severance
Each of the Clauses of this Underlease is distinct and
several 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
5.19 Exclusion Order
Having been authorised to do so by the Court Order the
parties hereto agree that the
provisions of Sections 24 to 28 (inclusive) of the
Landlord and Xxxxxx Xxx 0000 shall
be excluded in relation to the Tenancy hereby created
6. RENT REVIEW
6.1 From each Review Date until as the case may be either
the next Review Date or
the end of the Term the Lessee shall pay to the Lessor
in each year rent ("the
New Rent") being whichever is the greater of a sum equal
to the rent payable
immediately prior to the relevant Review Date or a sum
equal to the open market
yearly rent payable for the Premises at the relevant
Review Date determined in
accordance with this Clause 6
6.2 The New Rent may be agreed in writing between the Lessor
and the Lessee at
any time but if the Lessor and the Lessee shall not by a
date four months before
1164030.01
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the relevant Review Date have agreed in writing the said
open market yearly rent
then the question may be referred for determination by
an independent surveyor
("the Surveyor") acting as an arbitrator and appointed
either by agreement between
the Lessor and the Lessee or (upon the application of
the Lessor or the Lessee) by
the President for the time being of the Royal
Institution of Chartered Surveyors (or
failing him by such officer of such other professional
body of surveyors as the Lessor
shall designate)
6.3 The arbitration shall be conducted in accordance with
the Arbitration Xxx 0000
6.4 The open market yearly rent shall be ascertained having
regard to open market
rental values current at the relevant Review Date and on
the assumption of the
Premises being let with vacant possession (but that all
landlord's fixtures and
fittings in the Premises are left intact) by a willing
lessor to a willing lessee on the
open market without payment of a premium upon the terms
of this Underlease
(other than the rent reserved but including these
provisions for review of rent) and
subject to and including the benefit of any deed of
variation consent licence or
approval or other instrument relating thereto and
requested by or agreed with the
Lessee and on the assumption:-
6.4.1 that the covenants and conditions
contained in this
Underlease on the
part of the Lessee to be observed and performed
have been fully
complied with and
6.4.2 of a term equal to the length of the
original term of this
Underlease
remaining unexpired on the relevant Review Date
or ten years
(whichever shall be longer) with rent reviews at
intervals similar to the
reviews in this Underlease and
6.4.3 that at the relevant Review Date the
Premises are fully
constructed
fitted out and equipped fit ready carpeted and
available for and capable
of immediate occupancy and use without the need
for any expenditure
on the part of the Lessee and
6.4.4 that no work has been carried out to or in
the Premises by
the Lessee
which has diminished the rental value of the
Premises and
6.4.5 that in case the Premises or any part
thereof or the means
of access
thereto or any essential services therefor have
been destroyed or
damaged they have been fully restored and that
the rent suspension
provisions contained in Clause 5.10 hereof shall
if in operation at the
relevant Review Date not be in operation
6.4.6 that the Premises may be used for the
Specified Use and
for any other
use permitted by any consent licence or approval
given by the Lessor
before the relevant Review Date at the request of
the Lessee or with
the
Lessee's agreement but not so as to assume that
such use is a
permitted use under the provisions of the Town
and Country Planning
Acts but disregarding
6.4.6.1
any effect on rental value of the Lessee's or any permitted
sub-tenant's occupation or that of any
predecessor in title
of
the Lessee or any permitted sub-tenant and
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6.4.6.2 any goodwill attached to the
Premises by
reason of the
business carried on there by the
Lessee or
any permitted
sub-tenant or that of any of
their predecessors
in title in their
respective business and
6.4.6.3 any effect on rental value of the
Premises
attributable to the
existence at the relevant Review
Date of any
alterations or
improvements to the Premises made
during to
the Term by
the Lessee or any permitted
sub-tenant or any
of their
respective predecessors in title
(otherwise
than pursuant to
any obligation on the part of the
Lessee such
permitted sub-
tenant or such predecessor in
title to carry out
such work)
and at the sole expense of the
Lessee or such
permitted
sub-tenant or their respective
predecessors in
title and
without any obligation on the
part of the
Lessor to reimburse
such expense and with the prior
written
consent of the
Lessor where such consent is
otherwise
required by this
Underlease and
6.4.6.4 any statute order instrument
regulation or
direction which
has the effect of regulating or
restricting the
amount of rent
which may be payable in respect
of the
Premises and
6.4.6.5 save in respect of improvements
in respect of
which an
undertaking to reinstate is
precluded by
Section 19(2) of the
Landlord and Xxxxxx Xxx 0000 any
effect on
rent of any
obligation of the Lessee arising
under this
Underlease or
any deed licence consent or other
instrument
made by the
Lessor at the request of the
Lessee to remove
alterations or
additions or to reinstate the
Premises to the
condition or
design of the Premises before the
carrying out
of any works
to the Premises and
6.4.6.6 any value attributable to the
existence at the
Premises of
any equipment or property of the
Lessee at
the Premises
and
6.4.6.7 any rent free period or reduced
rent period
which may have
been allowed to the Lessee under
the terms of
this
Underlease
6.4.6.8 If for any reason whatever the
New Rent shall
be
ascertained after the relevant
Review Date
then the Lessee
shall pay rent at the rate
payable immediately
prior to the
relevant Review Date on account
of the New
Rent and upon
the date ("the Due Date") ten
days after the
ascertainment
of the New Rent or the next
quarter day
(whichever shall be
the earlier) the Lessee shall
notwithstanding
that the
provisions of Clause 6.8 hereof
shall remain to
be complied
with pay as rent in arrear any
difference
between the rent
paid and the New Rent in respect
of the
period from the
relevant Review Date until the
Due Date
together with
interest thereon at the normal
deposit rate of
HSBC Bank
' plc in respect of seven day money
from the
relevant Review
Date to the date of payment and
together with
the New Rent
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(c) the same rights of support shelter and
protection for the Premises
from all
adjoining premises of the Lessor or the Superior
Lessor as are at
present enjoyed
(d) the right to have the Lessee's name displayed on
any notice board
from time to
time maintained by the Superior Lessor at the
entrance to or
elsewhere within the
Building and for avoidance of doubt this shall
include the second
floor lift lobbies
(e) the right by prior arrangement with the Lessor
and the Superior
Lessor to place
refuse in such refuse skips and/or compacting
plant as the Lessor or
the Superior
Lessor may from time to time specify or in such
other refuse disposal
facilities
which may from time to time be provided for that
purpose by the
Lessor or the
Superior Lessor
(f) the right to use such of the Common Parts of the
Building as are
necessary for the
purpose of access to and egress from the
Premises on foot only and
without
causing any obstruction to the same
(g) the right in an emergency only to use any fire
escape facilities from
time to time
available from the Premises
(h) the right to use such male and female toilets
and washing facilities
within the
Building as the Lessor or the Superior Lessor
may from time to time
by notice in
writing stipulate
SCHEDULE2
Exceptions and Reservations and Adverse Easements which
where the context so
admits or requires are excepted and reserved to the
Lessor in common with the
other tenants of the Building and their tenants
servants agents and workmen and
all others authorised by them and with or without
materials and equipment
(a) the right at all times without obtaining
any consent from the Lessee but
not so that the access of light or air to the
Premises may be materially
affected to build upon or heighten or extend any
building or which the
Premises may form part or any other buildings
standing on any land
near to the Premises or otherwise to deal
0
with such land at it may think fit
the right of passage of Services from and to
other land and the buildings
of the Superior Lessor now or hereafter during
the Term to be erected
thereon through such Conducting Media as may at
any time during the
Term run through in upon or under the Premises
and at reasonable
times to enter upon the Premises to make
connections with such
Conducting Media for the purpose of exercising
such right making good
all damage caused to the Premises and the
Lessees fixtures and fittings
(c) the right of support shelter and protection for
all adjoining premises
as are at
present enjoyed from the Premises
(d) all rights of entry upon the Premises contained
or referred to
throughout Clause 3
of this Underlease
(e) the right to erect scaffolding for the purposes
of repairing or cleaning
the exterior
of the Building provided that any such
scaffolding does not materially
interfere with
the access to or egress from or the enjoyment
and use of the
Premises
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-35-
for the period from the Due Date
to the next
quarter day thereafter and for the
avoidance of
doubt the New Rent shall be deemed
to have
been ascertained on the date when
it has been
agreed between the Lessor and the
Lessee or
(as the case may be) on the date
of the award or
determination of the Surveyor
' 6.4.6.9 If
by virtue of any government legislation the
rent payable
under this Underlease as from any
Review
Date is restricted
or any restriction is imposed upon
the Lessor's
right to
review the rent then forthwith
upon such
restriction coming
to an end the Lessor may by
written notice
served on the
Lessee bring about a further rent
review as if
the day after
the restriction had ended were a
Review Date
and the other
provisions of this Clause 6 shall
apply (mutatis
mutandis)
6.5 The right of re-entry hereby reserved shall be
exercisable by the
Lessor as well in
the case of non-payment of the New Rent as in the
case of non-
payment of any
rent previously payable under this Underlease and
the Premises shall
stand
charged with the payment of the New Rent as with
any rent previously
payable
6.6 When the amount of the New Rent shall have been
so ascertained
memoranda
thereof shall thereupon be signed by or on behalf
of the Lessor and
the Lessee
and annexed to this Underlease and the
counterpart thereof and the
parties shall
bear their own costs in respect thereof
IN WITNESS whereof the parties have executed this
Underlease as a
deed which
is intended to be and is delivered on the date first
above written
SCHEDULE 1
Easements and Rights granted which where the context so
admits or requires are
granted in common with the Lessor and other tenants and
occupiers of the Building
and their tenants servants agents and workmen and all
others authorised by them
and with or without equipment and materials
(a) the right of passage of Services from and to the
Premises through
such
Conducting Media as may now or during the Term
run through under
or over other
parts of the Building with the right if necessary
and proper to enter
upon such
other parts of the Building at reasonable times
for the purpose of
repairing so far
as may be necessary such Conducting Media and
making
connections thereto the
persons exercising such rights causing as little
damage
inconvenience and
nuisance as practicable and the Lessee forthwith
at the Lessee's
expense and to
the reasonable satisfaction of the Lessor's
Surveyor and the Superior
Lessor
making good any damage done to the Building
the right at reasonable times and where such
works cannot otherwise
reasonably be carried out to enter upon such
other parts of the Building
as may be reasonably necessary for the purpose of
repairing decorating
or maintaining the Premises the persons
exercising such rights causing
as little damage inconvenience and nuisance as
practicable and the
Lessee forthwith at the Lessee's expense and to
the reasonable
satisfaction of the Lessor's Surveyor and the
Superior Lessor making
good any damage done to the Building
1164030.01
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the right to attach to and maintain on the
exterior of the Premises in
accordance with the requirements from time to
time of the fire officer
any lighting cables fire escape facilities
(including staircases) and other
equipment to serve such lighting cables or
staircases and barriers for
the purposes of any fire escape facilities and
all necessary facilities for
inspection repair maintenance and replacement
of the same
PROVIDED that there is no material interference
with the Lessee's
permitted use and enjoyment of the Premises
(g) all rights of light and air and all other
easements or rights (if any) now
enjoyed by other lands buildings and properties
over the Premises and
any exceptions and reservations to which the
Lessor's and any
superior title is subject
PROVIDED that (a) none of the above mentioned rights
herein excepted and
reserved permitting entry into the Premises or the
erection of scaffolding shall be
exercised unless such works and other matters cannot
be reasonably effected
without entry onto or into the Premises or
scaffolding, being erected and then only
after there has been prior consultation with the
Lessee (except in emergency) and
(b) all the rights herein excepted and reserved shall
be exercised only in such a
manner as to cause as little interference
inconvenience or damage as reasonably
practicable to the Lessee the Premises and the
business carried on thereat and
the Lessee's fixtures and fittings and stock and any
damage occasioned to the
Premises and the Lessee's fixtures and fittings shall
be made good by the person
exercising such rights as soon as practicable
SCHEDULE 3
The Services
1. Cleaning (including stone cleaning) lighting
repairing maintaining
furnishing
decorating refurbishing altering renewing or
rebuilding (where
necessary as part
of the process of repair) and complying with
and/or making
representations
against or otherwise contesting the incidence of
any statutory
requirements and
the provision hire and maintenance of any
equipment necessary
therefor
2. Cleaning windows glass screens and glass doors
inside and outside
other than
those for which a tenant is responsible
3. Providing maintaining cleaning running
repairing overhauling
replacing or
-' renewing (where necessary as part of the process of repair)
and inspecting the
Service Chattels namely (but not limited to) all
lifts lift shafts and lift
machinery
boilers electrical mechanical and other
equipment plant machinery
apparatus and
services air conditioning ventilating and
circulation equipment
sanitary apparatus
amenity furniture and equipment architectural or
artistic features
planting areas
boxes or tubs and all services provided for the
use of the tenants
and occupiers of
the Building including all conduits and fire
escapes fire warning and
fighting
equipment sprinkler systems security alarms
telephones
communications closed
circuit television and cleaning equipment
facilities and apparatus not
comprised in
and used for the benefit of a single Lettable
Unit
_. 4. Gas electricity water fuel and other power
consumed for or in
connection with the
provision of any of the Services and/or the
Service Chattels
5. Supplying to all Lettable Units hot and cold
water to toilets toilet
hygiene and towel
service
6. Supplying to all Lettable Units air
conditioning and ventilation
extraction
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7. Refuse disposal and pest control including the provision
and replacement from
time to time of any skips compactors or other refuse
disposal facilities which may
at any time be reasonably deemed necessary by the
Superior Lessor or stipulated
by the local authority or private contractor responsible
for the collection of refuse
from the Building (provided that the Superior Lessor may
acting reasonably and
properly require trade waste arising from any particular
tenants' or occupiers'
trade or business to be disposed of by such tenant or
occupier and not by the
Superior Lessor)
8. Paying all rates taxes assessments and outgoings whether
of a recurring nature
or not and paying any special costs or expenses which
maybe imposed by the
local authority and not recoverable from any other
person
9. Planting cultivating tending stocking and restocking any
planting boxes or tubs
10. Employing caretakers porters receptionists security
personnel lift attendants
boiler
men supervisors maintenance men and all other staff
(including independent
contractors) as the Superior Lessor may reasonably
consider necessary and the
payment of reasonable and proper wages salaries social
security pension and
insurance contributions and other outgoings and benefits
occasioned by the
employment of such persons and the provision of uniforms
overalls and protective
clothing for such persons
11. The provision of reasonable and proper security
arrangements for the Building
12. Maintaining notice boards indicating the name business
and location of the
tenants and other occupiers of the Building
13. In the case of management by the Superior Lessor's own
staff a management
charge of ten per centum of the total cost to the
Superior Lessor of the provision
of the other services referred to in this Schedule
14. The engagement or provision of managing agents and such
other management
staff and such professional advisers and contractors as
the Superior Lessor shall
acting reasonably and properly deem necessary for the
efficient provision of the
services including fees for computing and auditing the
service charge and
collection of rents insurance premiums and services
charges PROVIDED that
such management charge as is referred to in paragraph 13
hereof shall not in
total
exceed ten per centum of the service charge (excluding
all costs relating to the
insurance of the Building or any parts thereof and any
reserve or sinking fund)
and
such management charge and the fees payable under this
paragraph 14 shall not
include any costs or fees relating to the review of
rents and the letting and re-
letting of the Building or any parts thereof
15. The insurance against loss or damage by fire and such
other risks as the Superior
Lessor shall acting reasonably and properly deem
necessary together with such
fees and expenses (including professional fees and
demolition and site clearance
expenses) as the Superior Lessor acting as aforesaid
shall deem necessary of the
Common Parts and service chattels and insurance against
theft third party liability
public liability and employer's liability and such other
insurances as the lessor
shall acting as aforesaid consider to be necessary
16. The valuation for insurance purposes of the Building and
each and every part
thereof (but not a single Lettable Unit) including (but
not limited to) the service
1164030.01
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chattels as often as the Superior Lessor shall
reasonably determine but
not more often than once in every three years
17. The reading of meters or other assessments of
the cost of supplying
any services
which are subject to a metered supply SUBJECT
however to the
proviso
contained in Clause 3(36)(c) of the Superior
Lease
18. A sinking fund or other provision to provide for
the replacement of
the Service
Chattels and to provide for periodic items
including (but not limited
to) repairs
maintenance decoration and renewals compliance
with legislation
regulations of
local authorities and reasonable requirements of
insurers such
reserve of sinking
fund to be held by the Superior Lessor on trust
for the tenants of the
Building in a
specially designated deposit account all
interest earned thereon
being credited to
such account at regular intervals and held on
trust as aforesaid
19. Without limiting the aforesaid all other
expenses reasonably incurred
by the
Superior Lessor in or incidental to or for the
purpose of providing or
maintaining
services facilities or amenities to for or of
the Building
PROVIDED ALWAYS that there shall be excluded from the
service charge any
expenses outgoings or other expenditure relating to
the review of rents and the letting and
re-letting of the Building or any
parts thereof
> (ii) the making good of any inherent or latent
defects in the design or
construction of
the Building including the Premises or in the
installation by or on
behalf of the
Superior Lessor of anything in or on the
Premises or the Building
_ _ any costs and expenses incurred relating to the
rebuilding
reinstatement and
renewal (save insofar as necessary as part of
the process of repair)
of the
Building
(iv) the making good of damage by any of the risks
insured or
covenanted to be
insured by the Superior Lessor save insofar as
the Superior Lessor
reasonably
chooses not to claim under any such insurance in
respect of such
damage
PROVIDED FURTHER that in no event shall the Lessee's
proportion of the service
charge or that part of the service charge payable by
the Lessee be increased or
altered by reason that at any relevant time any part of
the Building may be vacant
or be occupied by the Superior Lessor or any firm
person or company associated
with the Superior Lessor or that any tenant or other
occupier of another part of the
Building may default in payment of his due proportion
of the service charge or that
at any relevant time any part of the Building may be
damaged or destroyed
SCHEDULE 4
Guarantee
The Guarantor guarantees to and covenants with and for
the benefit of the Lessor
(which expression shall for the purpose of these
guarantees and covenants include
the Lessor's successors in title to the reversion
without the need for express
assignment):-
(a) that the Lessee will during the period that the
Lessee shall be bound
by the
tenants covenants in this Underlease pay the
rent (including the New
Rent agreed
. or ascertained pursuant to the provisions of the
Underlease) and all
other sums
agreed to be paid by the Lessee when due and
will also duly perform
and observe
1164030.01
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its covenants and the stipulations in the Underlease and
that the Guarantor will if the
Lessee shall make any default in payment of such rent
(including the New Rent as
aforesaid) or any other sums or in the performance and
observance of such
covenants and stipulations pay the rent and monies and
observe or perform the
covenants or stipulations in respect of which the Lessee
shall be in default and will
make good to the Lessor all losses costs and expenses
sustained by the Lessor
through the default of the Lessee PROVIDED ALWAYS that
any neglect or
forbearance of the Lessor in endeavouring to obtain
payment of the rent or other
monies when the same become due or its delay in taking
any steps to enforce
performance or observance of the said covenants or
stipulations and any time or
indulgence which may be given by the Lessor to the
Lessee or the fact that this
Underlease may have been assigned or that the Lessee may
have ceased to exist
or any other act or thing whereby but for this provision
the Guarantor would have
been released shall not release or in any way lessen or
affect the liability of the
Guarantor under this guarantee
(b) that if the Lessee shall enter into liquidation (save
for the purpose of
demonstrating to the Lessees satisfaction)
reconstruction or amalgamation whilst
solvent) or become bankrupt and the liquidator or
trustee shall disclaim the
Underlease then the Guarantor will if required by the
Lessor in writing within six
months after such disclaimer accept from the Lessor a
lease of the Premises for a
term equal to the residue of the Term unexpired at the
date of such disclaimer
and
containing the same rent covenants provisos and other
terms as the Underlease
and shall execute and deliver to the Lessor a
counterpart thereof and shall pay
the
reasonable and proper costs of such new lease
- - that if this Underlease shall be so disclaimed and for
any reason the Lessor does
not require the Guarantor to accept a new lease of the
Premises as aforesaid
then
the Guarantor shall pay to the Lessor on written demand
an amount equal to the
rent reserved by the Underlease at the date of such
disclaimer for the period
commencing with such date and ending on the date six
months after such
disclaimer or the date on which the Premises are relet
by the Lessor whichever
is_
the sooner
EXECUTED (but not delivered until the )
date inserted in this Deed) as a Deed by )
the affixing of the COMMON SEAL of )
ARCADIA GROUP PLC in the presence of:-
Director
f
Director
Secretary/9iFee~e~-
1164030.01
