UK-Glasgow-301 St. Vincent Street Lease - Scottish Mutual Assurance plc, Exult Ltd. and Exult Inc.
LEASE
among
SCOTTISH MUTUAL ASSURANCE
plc
and
EXULT LIMITED
and
EXULT, INC.
SUBJECTS: Part First Floor,
301 St. Vincent Street, Glasgow
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INDEX
Clause 1. Definitions and Interpretation
2. Grant of Lease, Entry, Period, Initial Rent etc.
3. Tenant's obligations : Rent and other annual or recurring sums
4. Tenant's obligations: Maintenance and Repair etc.
4.1 To repair and renew
4.2 To comply with Management Regulations
4.3 Not to duplicate insurance
4.4 Plant and Equipment and Service Systems
4.5 Internal divisions
4.6 To keep secure
4.7 To decorate interior/ clean and treat interior surfaces
4.8 To keep Premises clean and tidy
4.9 To permit entry by Landlord and others
4.10 To comply with Landlord's notices
4.11 Not to introduce dangerous things
4.12 To pay excess and other irrecoverable insurance monies
4.13 Statutory requirements
4.14 Fire regulations
4.15 Not to overload
4.16 Not to harm drains
4.17 Permitted use
4.18 Not to use for certain purposes etc
4.19 Not to make alterations
4.20 Servitudes
4.21 Adjoining development permitted
4.22 Signs, advertisements, etc
4.23 Alienation
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4.24 Intimation of assignations
4.25 Costs of enforcing Tenant's obligations
4.26 Landlord's Costs
4.27 Applications for consent
4.28 Planning Acts
4.29 To inform Landlord of notices
4.30 Re-letting or sale
4.31 To inform Landlord of defects or destruction
4.32 to indemnify Landlord
4.33 Car parking
4.34 To observe title conditions
4.35 To remove
4.36 VAT
5. LANDLORD'S OBLIGATIONS
5.1 To insure
5.2 Application of insurance monies
5.3 Landlord's Services
6. GENERAL
6.1 Irritancy
6.2 No compensation
6.3 Rei interitus not to apply
6.4 Loss of rent
6.5 Notices
6.6 Demand for rent
6.7 Disclaimer of liability
6.8 Approvals
6.9 Atrium Glazing
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7. RENT REVIEW
7.1 Date of Review
7.2 Valuation
7.3 Decision on Rental Value
7.4 Upwards only
7.5 Payment after date of review
7.6 Statutory Restriction
7.7 Memorandum
8. GUARANTOR'S OBLIGATIONS
9. LAW OF SCOTLAND TO APPLY
10. WARRANDICE
11. CERTIFICATE
12. CONSENT TO REGISTRATION
THE SCHEDULE
Schedule Contents
Part 1: Premises
Part lA: The Building
Part 1B: Plans
Part 1C: The Premises
Part 2: The Main Common Parts
Part 3: Ancillary rights and reservations
Part 3A: Exceptions and Reservations
Part 3B: Pertinents, Rights and Privileges
Part 4: Services
Part 5: Service Charge
Part 6: Refurbishment Works
Part 7: Guarantee
Part 8: List of Assumed Elements of Refurbishment Works for Rent Review
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IT IS CONTRACTED AND AGREED
among
(1) SCOTTISH MUTUAL ASSURANCE PLC, incorporated under the
Companies Acts with Registered Number 133846 and having
its Registered Office formerly at 109 St Vincent
Street, Glasgow and now at Abbey National House, 301
St. Vincent Street, Glasgow (hereinafter designed as
"THE LANDLORD" pursuant to Clause 1. 1)
and
(2) EXULT LIMITED incorporated under the Companies Acts
with Registered Number 3821294 and having its
Registered Office at Regis House, 45 King William
Street, London, EC4R 9AN (hereinafter designed as "THE
TENANT" pursuant to Clause 1.1)
and
(3) EXULT, INC incorporated on 29 October 1998, under the
name BPO-US, with corporate number 2960887, under the
laws of Delaware, USA and having its principal place of
business at 4 Park Plaza, Suite 350, Irvine, California
92614, USA (hereinafter designed as "THE GUARANTOR")
1. DEFINITIONS AND INTERPRETATION
1.1 In this Lease and the Schedule, unless the context or the subject
otherwise requires:
"Building" means ALL and WHOLE that building known as and forming 301
St. Vincent Street, Glasgow including the ground effeiring thereto
more particularly described in Part lA of the Schedule;
"Building Insurance" means such policy of insurance in respect of the
Building for the Insured Risks as the Landlord is obliged to or has
the right to effect from time to time pursuant to this Lease for the
Full Cost of Reinstatement;
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"Car Park" means that area of the ground effeiring to or forming part
of the Building which is from time to time designated by the Landlord
for private car parking as such area as it shall exist at the Date of
Entry and is indicatively shown outlined red and hatched in black on
the Site Plan and outlined red on the Car Park Plan (but subject
always to the declaration at the end of the definition of "Common
Parts");
"Car Park Plan" means the plan of floor L1.5 and L2 so marked
reproduced in Part 1B of the Schedule;
"Common Parts" means the Car Park and the Main Common Parts; Declaring
that in the event of any part of the Building and/or the Common Parts
being resumed by the Landlord or redeveloped by the construction
thereon of any building or other erection the same shall forthwith
upon the commencement of such development or the resumption as the
case may be cease to form part of the Common Parts;
"Computerhall Common Parts" means the plant and equipment which
exclusively serves the Computer Halls located within the Building and
comprising the following items:- air handling units 20 No., power
distribution units 14 No., uninterrupted power supply units 3 No.,
underfloor fire alarms system, underfloor liquid alarms system, South
Computer Hall lift 1 No., control system, generator system, chillers 2
No., cooling towers 2 No., pumps system, fire alarms system, fresh air
make up system 2 No., HV switch gear system, transformer system, power
distribution cabling system and fire appliances system;
"Date of Entry" has the meaning given to it in Clause 2.1;
"Exceptions and Reservations" means in relation to the Premises those
rights, privileges, parts and others which are excepted and reserved
by the Landlord from this Lease and as are more fully described in
Part 3A of the Schedule;
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"First Floor Plan" means the floor plan of the first floor of the
Building reproduced in Part 1B of the Schedule;
"Full Cost of Reinstatement" means in relation to the Insured Risks
the whole costs, including the cost of temporary support and shoring,
demolition, site clearance, fees payable to architects, surveyors and
other professional advisers and VAT where applicable, which would be
likely to be incurred by the Landlord in reinstating the Building at
the time when such reinstatement is necessary having regard to all
relevant factors (including any anticipated increases in costs) and as
shall be determined by the Landlord from time to time;
"Ground Floor Plan" means the floor plan of the ground floor of the
Building reproduced in Part 1B of the Schedule;
"Initial Parking Spaces Plan" means the plan so marked and reproduced
in Part 1B of the Schedule;
"Insured Risks" means the risks of loss or damage by fire, explosion,
aircraft and other aerial devices (other than are hostile) or articles
dropped therefrom, storm or tempest, flood, bursting or overflowing of
water tanks, apparatus or pipes, impact by vehicles, riot and civil
commotion, malicious damage, and, where the Landlord considers it
appropriate, terrorist damage and such other normal commercial risks
as the Landlord may from time to time and acting reasonably determine;
"Insurers" means at any time such reputable insurance company or
underwriter as may be selected by the Landlord and with whom the
Landlord has effected or intends to effect the Building Insurance and
the Loss of Rent Insurance at that time;
"L2. Floor Plan" means the floor plan of the lower lower ground floor
of the Building reproduced in Part 1B of the Schedule;
"Landlord" means the party herein named as the Landlord or in
substitution its successors to the landlord's interest under this
Lease;
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"this Lease" means this Lease including the Schedule and any minute of
extension or alteration or variation thereof or any other deed or
document entered into between the Landlord and the Tenant which is
expressed to be supplemental to this Lease;
"Lettable Unit" means at any time any part of the Building which is at
that time exclusively let by the Landlord or made available by the
Landlord for a letting yet to be arranged or capable of or intended
for letting in each case for the exclusive occupation or use by an
individual tenant or any part of the Building exclusively occupied or
capable of being exclusively occupied by the Landlord and which in any
event excludes the Common Parts;
"Loss of Rent Insurance" means such policy of insurance in respect of
the Premises as the Landlord is obliged to or has the right to effect
from time to time pursuant to this Lease for such sum of money as the
Landlord acting reasonably may from time to time calculate as
representing the loss of the rent payable under this Lease for a
period of three years and taking into account potential increases in
rent under this Lease;
"Main Common Parts" means those parts and portions of the Building
which are described in Part 2 of the Schedule (but subject always to
the declaration at the end of the definition of "Common Parts");
"Managing Agent" means any appropriately qualified agent appointed or
employed or to be appointed or employed by the Landlord in respect of
the Building and declaring that if the Landlord elects not to employ
such agent then reference in this Lease to Managing Agents shall be a
reference to the Landlord;
"Management Regulations" means such reasonable rules and regulations
(if any) as are from time to time made by the Landlord to control and
regulate the day to day use of the Common Parts (or any part thereof)
a copy of which shall be provided to the Tenant from time to time on
request ; Declaring that no such rules and regulations shall be such
as may hamper or interfere or impede the full and proper use and
enjoyment of the Premises and the Pertinents, Rights and Privileges,
the Tenant acknowledging that such rules and regulations may preclude
the Tenant from using kettles and toasters in the Premises;
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"Normal Working Hours" means 8 a.m. to 6 p.m. Monday to Friday
(excepting English public holidays and the first working day in
England after the 1 January in any year) and such other additional
times as the Landlord (acting reasonably) previously nominates and
intimates in writing to the Tenant;
"Period of this Lease" means as the context requires (1) the period
for which this Lease is granted together with any continuation thereof
constituted by a formal extension entered into between the parties or
arising by operation of law and (2) any shorter period arising by
virtue of the sooner determination of this Lease;
"Pertinents, Rights and Privileges" means those pertinents rights and
privileges described in Part 3B of the Schedule;
"Phase 3" means that part of the Building forming the Phase 3
extension as shown coloured blue and cross hatched in black on the
Site Plan;
"Planning Acts" means the Town and Country Planning (Scotland) Act
1997, the Local Government and Planning (Scotland) Act 1982 and any
other legislation of a similar nature;
"Plant and Equipment" means all electrical, mechanical and other
plant, machinery and equipment which do not serve exclusively a
Lettable Unit including without prejudice to the generality of the
foregoing, (i) the passenger lifts, window cleaning car and cradle and
the motors, cabling and other equipment associated therewith (ii) the
chiller plant and units and the other plant and units for the supply
of cooled and heated air together with the ductwork associated
therewith and all other parts of the air conditioning system plant and
equipment (except and to the extent that individual air conditioning
units and ductwork are contained within the Premises and other
Lettable Units) (iii) the central heating radiators and other heating
plant and equipment (iv) exterior lighting of and on the Building, and
interior and exterior lighting of the Common Parts, the wiring and
switching therefor, and
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any stand-by and emergency systems and equipment (v) the fire
precautions and firefighting equipment, and the fire alarm, security
alarm and relative systems but excluding first aid fire fighting
equipment; and (vi) security equipment including CCTV and guarding
equipment; But declaring that there is not included within the Plant
and Equipment (a) any part of Phase 3, (b) the Computerhall Common
Parts and (c) any part of any development of the type contemplated in
the declaration at the end of the definition of "Common Parts";
"Premises" means the whole subjects hereby let as more fully described
in Part 1C of the Schedule and each and every part thereof;
"Prescribed Rate" means the rate of interest which is from time to
time 4% above the Base Rate for the time being of The Royal Bank of
Scotland plc or above such other rate equivalent thereto which may
from time to time be substituted therefor by the Landlord acting
reasonably;
"Quarter Days" means 28 February, 28 May, 28 August and 28 November in
each year;
"Refurbishment Works" means the works carried out to the Premises by
the Tenant and more particularly described in Part 6 of the Schedule;
"Schedule" means the Schedule annexed and executed as relative hereto;
"Service Charge" has the meaning given to it in Part 5 of the
Schedule;
"Service Charge Percentage" means 10.38% or such other percentage as
may be substituted therefor by the Landlord in accordance with
paragraph 12 of Part 3A of the Schedule;
"Services" has the meaning given to it in Part 4 of the Schedule;
"Service Systems" means those of the Common Parts comprising channels,
drains, sewers, pipes, wires, cables, aerials or other conducting
media, pumps, valves, meters and connections in and passing through
the Building or some
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part thereof except and to the extent that the same are comprised in
the Plant and Equipment or pertain exclusively to a Lettable Unit;
"Site Plan" means the plan so marked reproduced in Part 1B of the
Schedule;
"VAT" means in relation to any sum of money Value Added Tax as defined
in the Value Added Tax Act 1983, or any tax replacing the same or any
similar tax for the time being in force.
1.2 Words and expressions importing the neuter gender shall include any
other gender and vice versa.
1.3 Words and expressions importing the singular number shall include the
plural number and vice versa.
1.4 Subject to the proviso that nothing in this Lease shall express or
imply any continuing obligation on a person in right of the tenant's
interest under this Lease after completion and intimation of a
permitted assignation of that right, the expression "the Tenant"
includes where the context so admits any permitted assignee of the
party herein named as the Tenant and, where the context so admits,
"the Tenant's foresaids" includes the Tenant and any assignee, or any
other occupier of the Premises or any part thereof permitted by the
Tenant, or any other person for whom the Tenant is legally responsible
and where at any time there are two or more persons included in the
expression "the Tenant" obligations contained in this Lease undertaken
by the Tenant shall be binding jointly and severally on each of them
and their respective executors and representatives whomsoever without
the necessity of discussing them in their order; in the case where at
any time the Tenant is a firm or partnership the obligations of the
Tenant shall be binding jointly and severally on all persons who are
or who shall become partners of that firm at any time during the
Period of this Lease and their respective executors and
representatives whomsoever as well as on that firm and its whole
stock, funds, assets and estate without the necessity of discussing
them in their order and such obligations shall subsist and remain in
full force and effect notwithstanding the dissolution of the firm or
partnership or any change or changes which may take place in the firm
or partnership whether by the assumption of a new partner or partners
or by the retiral, bankruptcy or death
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of any individual partner or by a change in the firm name (Declaring
that in the event of the retiral, bankruptcy or death of any
individual partner the Landlord will not unreasonably withhold or
delay the giving of its consent to the release of such retired partner
or the estate of such bankrupt or deceased partner).
1.5 Words importing persons shall include corporations and vice versa.
1.6 Any reference to an Act of Parliament shall include any modification,
extension or reenactment thereof for the time being in force and shall
also include all instruments, orders, plans, regulations, and
directions for the time being made, issued or given thereunder or
deriving validity therefrom.
1.7 Anything in this Lease to be authorised or done by the Landlord may be
authorised or done on its behalf by the Managing Agent.
1.8 In relation to matters which concern the day to day management and
regulation of the Building if at any time there is not a Managing
Agent its duties and functions may be performed by the Landlord itself
and for the foregoing purpose a reference to the Managing Agent shall
be deemed to include a reference to the Landlord and vice versa.
1.9 The clause headings and the Index shall be ignored.
2. GRANT OF LEASE, ENTRY, PERIOD, INITIAL RENT, ETC
2.1 The Landlord IN CONSIDERATION of the rent and other prestations
hereinafter specified hereby lets to the Tenant (but excluding always
assignees and sub-tenants legal or voluntary and creditors and
managers for creditors in any form except where expressly permitted in
accordance with the terms of this Lease) the Premises TOGETHER WITH
the Pertinents, Rights and Privileges but UNDER RESERVATION of the
Exceptions and Reservations and the Tenant hereby accepts the Premises
and the Common Parts as in good and tenantable condition
notwithstanding all (if any) defects therein whether latent, inherent
or otherwise and is held to have satisfied itself in all respects that
the Premises and the Common Parts are fit for their purpose and that
for the period of ten years from Thirteenth March Two Thousand (herein
called
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the "Date of Entry") notwithstanding the date or dates hereof until
Twelfth March Two thousand and Ten but subject to the options in
favour of both the Landlord and the Tenant to break this Lease
pursuant to Clause 2.2;
2.2 The Tenant and the Landlord shall both be entitled to terminate this
Lease at Thirteenth March Two thousand and five provided that not less
than twelve months' prior written notice (time being of the essence)
is given by one party to the other of its intention to exercise its
option to terminate this Lease prior to the date of termination and
further provided that such termination shall be without prejudice to
the claims of the Landlord against the Tenant or vice versa in respect
of any antecedent breach of or failure to perform the obligations
under this Lease but declaring for the avoidance of doubt that the
existence of any such breach or failure shall not preclude the
Landlord and the Tenant exercising the aforesaid right of termination;
2.3 FOR WHICH CAUSES and on the OTHER PART the Tenant binds itself to pay
to the Landlord without any written demand therefor and by Banker's
Order if the Landlord so requires the clear yearly rent of FIVE
HUNDRED AND TWENTY SEVEN THOUSAND SIX HUNDRED POUNDS (Pound Sterling
527,600) per annum (calculated as at the Date of Entry as representing
Pound Sterling 504,850 per annum in respect of the Premises at Pound
Sterling 22,750 per annum in respect of the Tenant's right to use the
13 car parking spaces as part of the Pertinents, Rights and
Privileges)(subject to variation as hereinafter provided for) by equal
quarterly payments in advance on the Quarter Days the first of such
payments for the period from the Date of Entry until the Quarter Day
following the Date of Entry (notwithstanding the last date or dates
hereof) to be made on or before the Date of Entry the next on the
Quarter Day following the Date of Entry for the quarter following and
so forth quarterly, termly and proportionately thereafter, together
with in addition VAT as may from time to time properly be chargeable
by the Landlord on each payment of rent (and which VAT the Tenant
shall be bound to pay along with each instalment of rent); Declaring
however that in the event of neither the Landlord nor the Tenant
exercising their right of termination of this Lease pursuant to Clause
2.2 the Tenant shall be entitled to a rent free period of six months
duration in respect of the period from Thirteenth March Two thousand
and five until Thirteenth September Two thousand and five (declaring
however that said rent free period shall only be in respect of the
Premises and not in respect of
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the Pound Sterling 22,750 per annum payable in respect of the
aforesaid right to use 13 car parking spaces as part of the
Pertinents, Rights and Privileges as the same may be reviewed in
accordance with the terms of this Lease);
2.4 2.4.1 At the times specified in Part 5 of the Schedule the Service
Charge (as ascertained from time to time in terms of Part 5 of
the Schedule);
2.4.2 Within fourteen days of demand the Service Charge Percentage of
the market rate of premiums in respect of the Building Insurance
and maintaining insurance under Clause 5.1.2;
2.4.3 Within fourteen days of demand the market rate of premiums in
respect of the Loss of Rent Insurance;
2.4.4 The Tenant shall pay within fourteen days of demand the cost
incurred by or in the name of the Landlord for the provision to
the Premises of (a) "Small Power" meaning electricity supplied
by means of the underfloor electrical distribution system and
(b) electrical power for ceiling lighting, which in both cases
shall be all in the amounts metered; Declaring that the
foregoing shall not be comprised within the Service Charge;
2.4.5 The Tenant shall pay within fourteen days of demand a sum
equivalent to the reasonable and proper cost incurred by or in
the name of the Landlord for the provision to the Premises of
air conditioning outwith the Normal Working Hours calculated
having regard to the number of hours outwith the Normal Working
Hours during which the air conditioning serving the Premises was
in use by the Tenant; Declaring that the foregoing shall not be
comprised within the Service Charge.
2.4.6 The Tenant shall pay within fourteen days of demand the cost to
the Landlord of providing security passes for the Tenant's
employees and visitors in accordance with the Management
Regulations.
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3. TENANT'S OBLIGATIONS: RENT AND OTHER ANNUAL OR RECURRING SUMS
3.1 The Tenant HEREBY UNDERTAKES to the Landlord and binds and obliges
itself and its successors throughout the Period of this Lease to pay
the rent and all other sums payable to the Landlord pursuant to this
Lease and that at the times and in the manner herein specified and in
each case clear of all deductions.
3.2 Without prejudice to any other right, remedy or power herein contained
or otherwise available to the Landlord if any rent or any other sum
due in terms of this Lease shall not be paid on the due date by the
Tenant and shall remain unpaid for fourteen days thereafter the Tenant
undertakes to pay on demand to the Landlord interest on such rent and
all other such sums at the Prescribed Rate from the date when the same
became due as aforesaid until payment thereof including any period
after any decree or judgement.
3.3 The Tenant further undertakes to pay and discharge:-
3.3.1 all existing and future rates, taxes (except taxes payable by
the Landlord in consequence of dealings or deemed dealings by
the Landlord with its interest in the Building or any part
thereof), duties, charges, assessments, impositions and
outgoings whatsoever whether parliamentary, national, parochial,
local or otherwise and whether or not of a wholly novel or
capital or non- recurring nature which now are or may at any
time hereafter during the Period of this Lease be charged,
levied, assessed or imposed upon or in respect of the Premises
or upon the owner or occupier thereof and if and for so long as
the Premises are not separately assessed for rating purposes the
Tenant shall pay to the Landlord on demand an equitable
proportion assessed by the Landlord acting reasonably of the
rates payable in respect of the Building or such parts thereof
as includes the Premises for rating purposes;
3.3.2 within fourteen days of a written demand therefor the cost
incurred by or in name of the Landlord for the provision of
electricity and gas and for the provision of chilled water and
hot and cold water by the Landlord to the Premises in all cases
in the amounts metered (where
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separate metering or sub-metering has been installed by the
Landlord and/or the Tenant to measure and record the amounts in
volume of electricity gas and water consumed within the
Premises) and in all cases where no such separate metering or
sub-metering exists such reasonable and equitable contribution;
Declaring that the foregoing shall not be comprised within the
Service Charge.
4. TENANT'S OBLIGATIONS: MAINTENANCE AND REPAIR ETC
The Tenant HEREBY UNDERTAKES to the Landlord
TO REPAIR AND RENEW:
4.1 At all times throughout the Period of this Lease at the Tenant's
expense to keep the Premises in good and substantial condition and
without prejudice to the foregoing generality well and substantially
to uphold, repair, maintain, and where necessary renew, rebuild, and
reinstate the Premises and every part thereof regardless of the age or
state of dilapidation of the Premises and irrespective of the cause or
extent of the damage or other want of repair and including any such as
may be rendered necessary by any latent or inherent defect in the
Premises and in addition to carry out all necessary regular
maintenance and cleansing in respect of the Premises; Provided that
there is excluded from the obligations of the Tenant under this Clause
repairs and renewals rendered necessary as a consequence of damage to
or destruction of the Premises or any part thereof by any of the
Insured Risks unless and to the extent that the Building Insurance is
vitiated in whole or in part or payment of the insurance monies
thereunder is withheld in whole or in part by reason solely or partly
of any act, neglect or default of the Tenant or the Tenant's
foresaids.
TO COMPLY WITH MANAGEMENT REGULATIONS:
4.2 To observe, perform and comply with Management Regulations and to take
all reasonable steps to secure compliance with Management Regulations
by the Tenant's staff and visitors.
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NOT TO DUPLICATE INSURANCE:
4.3 Not at any time during the Period of this Lease specifically to insure
the Premises against the Insured Risks nor specifically to duplicate
the Building Insurance or the Loss of Rent Insurance.
PLANT AND EQUIPMENT AND SERVICE SYSTEMS:
4.4.1 To keep in good and substantial repair and condition and where
necessary for the foregoing purposes to renew and replace all plant
and equipment forming part of the Premises other than any such as are
comprised in the Plant and Equipment.
4.4.2 To keep in good and substantial repair and condition and clear and
free from obstruction all service systems and conducting media forming
part of the Premises from time to time other than any such as are
comprised in the Service Systems and to take all necessary precautions
against frost damage to pipes and water apparatus and all reasonable
care to avoid water damage to the Building or any part thereof by
reason of the bursting or overflowing of any pipes, tanks or water
apparatus.
INTERNAL DIVISIONS:
4.5 To pay within fourteen days of demand in respect of any non load
bearing wall column or partition forming an internal division between
the Premises and other parts of the Building a fair and equitable
contribution towards the cost and expense of repairing and maintaining
the same which may necessarily be incurred by the Landlord or by any
other tenant in the Building whose premises receive the benefit of
such internal division.
TO KEEP SECURE:
4.6 To ensure that all entrances to and from the Premises and, so far as
within the Tenant's control, all entrances to and from the Car Park
and Common Parts are kept lockfast and secure outwith the Normal
Working Hours.
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TO DECORATE INTERIOR/CLEAN AND TREAT INTERIOR SURFACES:
4.7.1 Regularly (but no less frequently than once in every three years) and
also during the last year of this Lease howsoever the same may be
determined (but not if already carried out by the Tenant in the
preceding twelve months) to paint with two coats at least of good
quality paint of a colour which if different from the present colour
shall be previously approved in writing by the Landlord (such approval
not to be unreasonably withheld or delayed) and well and sufficiently
to paper, plaster, grain, treat and varnish all the interior parts of
the Premises as are usually papered, plastered, grained, treated and
varnished, and generally to redecorate the interior of the Premises
throughout, and to carry out all such work with good quality materials
of their several kinds available and in accordance with good standards
of workmanship and to the reasonable satisfaction of the Landlord.
4.7.2 As often and in such manner as the Landlord may reasonably require to
clean or treat in an appropriate manner to the reasonable satisfaction
of the Landlord all surfaces and finishes of the interior of the
Premises which ought normally to be so cleaned and treated and to wash
all surfaces requiring to be washed.
TO KEEP THE PREMISES CLEAN AND TIDY:
4.8 At all times during the Period of this Lease to keep the Premises in a
clean and tidy condition, to clear away all waste, and to clean as
frequently as circumstances reasonably require the inside of the
windows and window frames of the Premises and all the glass (if any)
in the entrance doors thereto.
TO PERMIT ENTRY BY THE LANDLORD AND OTHERS:
4.9 To permit the Landlord and its agents including the Managing Agent at
all reasonable times with or without workmen on giving reasonable
notice to the Tenant (except in cases of emergency) to enter upon the
Premises to inspect and view the state of repair and condition thereof
and to take a schedule of the Landlord's fixtures and fittings;
Declaring that in the exercise of the foregoing right, the Landlord
shall act reasonably in minimising disruption to the Tenant's
enjoyment and use of the Premises.
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TO COMPLY WITH LANDLORD'S NOTICES:
4.10 Well and substantially to make good all wants of repair and decoration
and to comply with any other matters which the Tenant is liable to
make good and to comply with (in so far as the Tenant is otherwise
liable for such repairs, decoration or other matters in terms of this
Lease), and as are specified in a notice in writing given to the
Tenant by the Landlord or the Managing Agent, and that within two
calendar months after the giving of such notice or within such longer
period as may be reasonable in the circumstances; and if the Tenant
fails to comply with any such notice the Landlord shall be entitled at
its option (without prejudice to any other right or remedy available
to the Landlord pursuant to this Lease) to enter upon the Premises
with workmen and to make good all wants of repair and decoration and
to carry out any other works specified in such notice and the costs
incurred by the Landlord in pursuance thereof shall be repaid by the
Tenant to the Landlord on demand together with all Managing Agent's
and Solicitors' charges and other expenses which may be properly
incurred by the Landlord in connection therewith.
NOT TO INTRODUCE DANGEROUS THINGS:
4.11 Not to bring or permit to be brought into the Building or the Premises
or to place or store or permit to be placed or stored or to remain
near to or about the Building or the Premises any article or thing
which is or may become contaminative, dangerous, explosive,
inflammable or radio-active and not to carry on or do or permit to be
carried on or done thereon any hazardous trade or act in consequence
of which the Landlord would or might be prevented from insuring the
Premises or the Building at the ordinary rate of premium, or whereby
any insurance effected in respect of the Premises or the Building
would or might be vitiated or prejudiced and not without the written
consent of the Landlord to do or allow to be done anything whereby any
additional premium may become payable for the Building Insurance or
the Loss of Rent Insurance and if reasonably requested by the Landlord
to do so to comply with any reasonable terms and conditions imposed
from time to time by the Insurers in respect of the Premises.
<PAGE> 20
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TO PAY EXCESS AND OTHER IRRECOVERABLE INSURANCE MONIES:
4.12 To pay on demand to the Landlord in the event of the Premises or the
Common Parts or any parts thereof being destroyed or damaged by any of
the Insured Risks (1) the Service Charge Percentage of any normal
commercial excess applicable to the Building Insurance and (2) in the
event of the insurance monies payable under the Building Insurance
being wholly or partly irrecoverable by reason solely or partly of any
act or default of the Tenant or the Tenant's foresaids a sum equal to
the extent to which such insurance monies are thus irrecoverable.
STATUTORY REQUIREMENTS:
4.13 To execute all works as are or may under or in pursuance of any Act of
Parliament or European Community Directive enforceable by Act of
Parliament (including but without prejudice to the generality of the
foregoing the Offices, Shops and Railway Premises Act 1963, the
Factories Act 1961, the Fire Precautions Act 1971, The Health and
Safety at Work etc. Act 1974, the Control of Pollution Act 1974 and
the Environmental Protection Act 1990) already or hereafter to be
passed, be directed or required to be executed upon or in respect of
the Premises and whether such works are directed to be executed by the
owner or the occupier thereof and to comply at all times with all the
requirements as to the Tenant's use of the Premises of any such Act of
Parliament and all notices thereunder or which otherwise may be
competently given or served by any public, local or statutory
authority all at the Tenant's sole expense, and to indemnify the
Landlord against all fees penalties, charges, claims, costs and
expenses incurred as a consequence of the Tenant's failure to comply
with the foregoing provisions or otherwise in relation to any such Act
of Parliament.
FIRE REGULATIONS:
4.14 Without prejudice to the foregoing, at the Tenant's own expense at all
times to keep the Premises sufficiently supplied and equipped with
fire fighting and extinguishing apparatus and appliances (which shall
be open to the inspection of and maintained to the reasonable
satisfaction of the Landlord) as are necessary to comply with all
statutory requirements and any relevant code of practice as are
applicable at those times to the Premises and not to obstruct the
access to or the means of working such apparatus and appliances.
<PAGE> 21
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NOT TO OVERLOAD:
4.15 Not without the previous consent in writing of the Landlord to place
or keep or permit to be placed or kept in the Premises or any part
thereof any heavy articles in such position or in such quantity or
weight or otherwise in such manner as to cause damage to the Premises
or impose a load, allowing a due margin for safety, which is greater
than that for which the Premises or such part were designed to bear,
and not to permit or suffer the electrical circuits in the Premises to
be overloaded.
NOT TO HARM DRAINS:
4.16 Not to allow to pass into the sewers, drains or watercourses serving
the Building any noxious or deleterious effluent or other substance
which might cause any contamination or obstruction in or injury to the
said sewers, drains or watercourses and in the event of any such
contamination, obstruction or injury as soon as reasonably practicable
to take all necessary steps to remove the same and to make good all
such damage to the reasonable satisfaction of the Landlord.
PERMITTED USE:
4.17 To use the Premises only as good quality office accommodation and any
purpose ancillary to such office use.
NOT TO USE FOR CERTAIN PURPOSES ETC.:
4.18 Not to use or permit the Premises to be used for any noisy,
offensive or dangerous trade, manufacture, business or occupation
or for gambling or any illegal or immoral purpose and not to do or
suffer to be done on the Premises any act or thing whatsoever which
in the reasonable opinion of the Landlord may be or may become a
legal nuisance or cause of damage, disturbance or inconvenience to
the prejudice of the Landlord or to the owners or occupiers of any
adjoining or neighbouring premises or any of them and without
<PAGE> 22
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prejudice to the foregoing, not to hold or permit to be held upon the
Premises or any part any sale by auction or public exhibition or
public show or spectacle or political meeting.
NOT TO MAKE ALTERATIONS:
4.19.1 Not to make or permit or suffer to be made any structural alterations
or additions whatsoever to the Premises without first obtaining the
Landlord's consent;
4.19.2 Without prejudice to the foregoing not to cut, remove, divide, alter,
or injure the Premises or any part thereof and not to merge the
Premises with any adjoining premises nor make or permit or suffer to
be made any non structural alterations or additions to the Premises
except with the previous consent in writing of the Landlord and in
accordance with drawings and specifications previously submitted to
and approved in writing by the Landlord which consent and approval
shall not be unreasonably withheld or decision thereon unreasonably
delayed.
SERVITUDES:
4.20 Not to stop up or darken any window or light in the Premises nor to
stop up or obstruct any access of light enjoyed to any other part of
the Building or permit any new wayleave, servitude, right, privilege
or encroachment to be made into or upon or acquired against the
Premises and in case any such servitude, right, privilege or
encroachment shall be made or attempted to be made to give immediate
notice thereof to the Landlord and to permit the Landlord and its
agents to enter upon the Premises for the purpose of ascertaining the
nature of any such servitude, right, privilege or encroachment and at
the request of the Landlord to adopt such means as may be reasonably
required for preventing any such encroachment or the acquisition of
any such servitude, right, privilege or encroachment and in the event
of any of the owners or occupiers of adjacent land or buildings doing
or threatening to do anything which obstructs the access of light to
any of the said windows or openings to notify the same as soon as
reasonably practicable to the Landlord and to permit the Landlord
with the consent of the Tenant (such consent not to be unreasonably
withheld or delayed) to bring such proceedings as it may
<PAGE> 23
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think fit in the name of the Tenant (but at the joint cost of the
Landlord and the Tenant) against any of the owners and/or occupiers of
the adjacent land in respect of the obstruction of the access of light
to any of the windows or openings in the Premises.
ADJOINING DEVELOPMENT PERMITTED:
4.21 Unless the same will or may materially adversely affect the Tenant's
use and enjoyment of the Premises, not at any time during the Period
of this Lease to bring any action or make any claim or demand on
account of any injury to the Tenant's interest in this Lease or to the
Premises in consequence of the erection or alteration of any building,
land or premises adjacent, neighbouring or opposite to the Premises to
be carried out by the Landlord or for which the Landlord may give its
consent or in respect of any servitude, right or privilege granted or
to be granted by the Landlord for the benefit of any land or building
or premises adjacent, neighbouring or opposite to the Premises and if
required to concur with the Landlord at its expense in any consent
which the Landlord may give or any grant which it may make as herein
mentioned.
SIGNS: ADVERTISEMENTS ETC:
4.22 Not at any time during the Period of this Lease either to affix or
exhibit or permit to be affixed or exhibited in or upon any part of
the Premises any placard, advertisement, neon, or other sign or any
other kind of display, any of which shall be visible from the outside
of the Premises or to erect any aerials or dishes on the roof of the
Building except such as shall have been approved in writing by the
Landlord but which approval if given may be given subject to (a) the
Tenant obtaining at its own cost all necessary statutory permissions
and (b) such conditions as to the style and type and positioning
thereof as the Landlord may impose; Declaring however that the
Landlord shall permit the Tenant to place signage indicating its
occupancy of the Premises within the main ground floor entrance to the
Building and on the first floor at or about the top of the elevators
outside the entrance to the Premises subject to Landlord's consent as
regards, design, materials and location (such consent not to be
unreasonably withheld or delayed having regard always to the high
quality nature of the building and the other signage therein).
<PAGE> 24
-20-
ALIENATION:
4.23 Not at any time to assign this Lease or sub-let or otherwise dispose
of or otherwise deal with the Tenant's interest in this Lease or part
with or share possession or occupation of the Premises or any part
thereof except in accordance with the following provisions of this
Clause:
4.23.1 The Tenant shall not assign or attempt to assign, transfer,
charge or mortgage anything less than the Tenant's entire
interest in this Lease.
4.23.2 The Tenant shall not assign or attempt to assign its entire
interest in this Lease without the prior written consent of
the Landlord which consent shall not be unreasonably withheld
or delayed in the case of a proposed assignee who is
demonstrated to be of sound financial standing and good repute
and to be well able to fulfil the whole obligations falling on
the Tenant under this Lease.
4.23.3 The Tenant shall not sub let or agree to sub let the whole of
the Premises or any part being less than the whole of the
Premises unless such part comprises either the whole of Zone 3
(North and South) shown hatched green on the First Floor Plan
or Zone 4 shown hatched brown on the First Floor Plan
(together with, as the Tenant shall reasonably require,
ancillary rights in relation to the use of toilet and other
common facilities within the Premises), in any case without
the prior written consent of the Landlord which consent shall
not be unreasonably withheld or decision thereon unreasonably
delayed in the case of a proposed sub tenant who is
demonstrated to be of sound financial standing and good
repute, and in any permitted sub-lease there shall be
provisions that :-
4.23.3.1 the rent payable under such sub-lease shall be
payable no more than one quarter in advance and shall
be subject to review in an upward direction only at
such time and in such manner as to coincide with the
rent review provided for under this Lease;
<PAGE> 25
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4.23.3.2 the sub-tenant thereunder shall be prohibited from
assigning its interest under such sub-lease without
the consent of the Landlord (which consent shall not
be unreasonably withheld or a decision thereon
unreasonably delayed) and from granting any further
sub-lease; and
4.23.3.3 the initial rent under such sub-lease shall not be
less than the open market rent in respect of such
premises sub-let.
4.23.3.4 notwithstanding any provision in this Lease apparently
to the contrary, the Tenant shall not require to
obtain the consent of the Landlord to the sub-letting
of, or granting of rights of occupancy in, the whole
or part of the Premises to any company which is for
the time being a holding company of the Tenant or a
subsidiary of the Tenant or a subsidiary of such
holding company (as the terms "subsidiary" and
"holding company" are defined in Section 736 of the
Companies Act 1985) provided that advance notice
thereof and the expiry thereof is given to the
Landlord and that no tenancy rights are thereby
constituted.
4.23.4 For the avoidance of doubt, nothing contained in this clause
nor Clause 4.17 shall be taken to entitle the Tenant and the
Tenant shall not be entitled to use, assign or sub-let the
whole or part of the Premises as or to any party operating a
financial services business (specifically including the selling
of financial services in competition with the Abbey National
Group of Companies); declaring however that the foregoing shall
not prohibit use, assignation or sub-letting to or by a party
which as part of its business provides outsourced business
processed management services including without limitation
finance and administration functions within the organisations
of the clients of the Tenant.
<PAGE> 26
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INTIMATION OF ASSIGNATIONS:
4.24 Within twenty one days after the date of any assignation of this Lease
or the grant of any sub-lease of the whole or part of the Premises or
any assignation of such sub-lease or any other devolution however
remote of this Lease or of any such sub-lease to produce, supply or
cause to be supplied (and without any demand therefor) to the Landlord
for registration a certified copy of the deed, document or instrument
effecting such assignation, sub-lease, assignation of sub-lease or
devolution.
COSTS OF ENFORCING TENANT'S OBLIGATIONS:
4.25 To pay to the Landlord all properly incurred fees, costs, charges,
expenses and disbursements, incurred to the Managing Agent and where
applicable any Solicitors, Counsel, Architects, Surveyors, Messengers
at Arms or Sheriff Officers or any other persons engaged or employed
by or on behalf of the Landlord (plus any VAT on all such fees and
costs which may be properly chargeable to the Tenant and in respect of
which a VAT invoice is issued to the Tenant) of and in connection with
remedying any breach of the Tenant's obligations under this Lease and
including without prejudice to the foregoing generality costs properly
incurred in relation to the preparation and service of any schedule of
dilapidations or other notice relating to wants of repair for which
the Tenant is otherwise liable hereunder and that whether the same be
served during or within three months after the expiry or sooner
determination of the Period of this Lease.
LANDLORD'S COSTS:
4.26 To pay on demand to the Landlord all reasonably and properly incurred
fees and outlays of the Landlord's surveyors or the Managing Agent and
the Landlord's solicitors, all as may be applicable in connection with
any application for consent or approval (whether or not consent or
approval is refused or the application withdrawn but, in the case of a
refusal, only if such refusal is proper in accordance with the
provisions of this Lease) and if consent or approval is given in
connection with or incidental to the preparation of any licence or
other document used to record such consent or approval.
<PAGE> 27
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APPLICATIONS FOR CONSENT:
4.27 Upon making an application for any consent or approval which is
required under this Lease to make disclosure therein of all relevant
matters relating thereto and to provide to the Landlord such
information in relation to such application as the Landlord may
reasonably require.
PLANNING ACTS:
4.28 In relation to the Planning Acts the Tenant undertakes:-
(a) To comply in all respects with the Planning Acts and to indemnify
and keep the Landlord indemnified from all liability costs and
claims arising as a consequence of a breach by the Tenant or the
Tenant's foresaids of the foregoing obligation;
(b) Not to make any application for planning permission nor give any
notice to any authority of an intention to commence any
development without the previous written consent of the Landlord
which consent shall not be unreasonably withheld or delayed save
in relation to an application for change of use where Landlord's
consent may be given or withheld at its discretion; Provided that
the Landlord may withhold consent if it reasonably considers that
the making of any such application by the Tenant could lead to the
acquisition by any statutory authority or body of the Landlord's
interest in the Premises or to adverse financial or taxation
consequences upon the Landlord;
(c) To make at its own cost any application for planning permission
which may be necessary for any development (as defined in the
Planning Acts) to which the Landlord has consented pursuant to
this Lease;
(d) As soon as reasonably practicable, but in any event not less than
7 days prior to the expiry of any relevant notice or appeal
period, after the grant or refusal of such application to give to
the Landlord full particulars in writing thereof and free of cost
to the Landlord to supply a copy thereof (including all relevant
plans) for the retention of the Landlord;
<PAGE> 28
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(e) Not to implement any planning permission until the conditions
attaching thereto have been submitted to and approved in writing
by the Landlord, which approval shall not be unreasonably withheld
or delayed;
(f) Unless the Landlord shall otherwise direct to carry out before the
termination of this Lease (howsoever the same may be determined)
any works stipulated to be carried out to the Premises by a date
subsequent to such expiration or sooner determination as a
condition of any planning permission which may have been granted
to the Tenant;
(g) As soon as reasonably practicable, but in any event not less than
7 days prior to the expiry of any relevant notice or appeal
period, after receiving any notice, order or proposal affecting
the Premises from any competent authority under or by virtue of
the Planning Acts to send a copy to the Landlord;
(h) At the request of the Landlord to make or join with the Landlord
in making such objection or representation against or in respect
of any notice, order or proposal made under or pursuant to the
Planning Acts as the Landlord acting reasonably shall deem
expedient.
(i) Not to object to any planning permission in respect of any
resumption or building as referred to in paragraph 7 of and as
permissible in terms of Part 3A of the Schedule.
TO INFORM LANDLORD OF NOTICES:
4.29 Upon the receipt of any notice, order, requisition, direction or other
intimation which adversely affects the Landlord's interest in the
Premises as soon as reasonably practicable, but in any event not less
than 7 days prior to the expiry of any relevant notice or appeal
period, to deliver full particulars or a copy thereof to the Landlord.
<PAGE> 29
-25-
RE-LETTING OR SALE:
4.30 To permit the Landlord to fix and retain in a suitable position
outside the Premises a notice board for the re-letting of the Premises
and/or the sale of the Building but not so as to restrict the use and
enjoyment of the Premises by the Tenant and to permit all persons
authorised in writing by the Landlord or its agents to view the
Premises at all reasonable hours upon reasonable notice being given;
Declaring however that in the exercise of the foregoing right, the
Landlord shall act reasonably in minimising disruption to the Tenant's
enjoyment and use of the Premises.
TO INFORM LANDLORD OF DEFECTS OR DESTRUCTION:
4.31 To inform the Landlord in writing as soon as reasonably practicable
but in any event within seven days of becoming aware of the same of
any material defect in the Premises and of any destruction or damage
caused to the Premises by the Insured Risks.
TO INDEMNIFY LANDLORD:
4.32 Except when caused by any of the Insured Risks or the subject of any
of the other insurances effected by the Landlord under this Lease
(save to the extent that the same are vitiated by the Tenant's
foresaids), to indemnify the Landlord in respect of all liability
which may be incurred by the Landlord in connection with or incidental
to:
(a) Any unauthorised use of the Premises or any defect in the Premises
or want of repair arising due to the failure by the Tenant to
comply with its obligations under this Lease;
(b) The execution of any alterations or additions to the Premises by
the Tenant albeit consented to by the Landlord;
(c) Any other breach by the Tenant of the obligations undertaken in
this Lease; and
<PAGE> 30
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(d) Any interference or obstruction by the Tenant of any servitude,
right or wayleave or other right now existing for the benefit of
any adjoining occupier or tenant or adjoining or neighbouring
property.
CAR PARKING:
4.33 (a) Not to use or permit the Car Park to be used other than for the
parking of private cars or motorcycles in connection with the
Tenant's business and other than in compliance with the Management
Regulations;
(b) Not at any time to obstruct or permit to be obstructed the
entrance or any access to or from any part of the Car Park.
TO OBSERVE TITLE CONDITIONS:
4.34 Not to breach any of the obligations, burdens, conditions and others
contained or referred to in the Land Certificate or other title deeds
from time to time affecting the Building and to keep the Landlord
indemnified against any breach of the foregoing obligation.
TO REMOVE:
4.35.1 Immediately prior to the expiration or sooner determination of
the Period of this Lease at the cost of the Tenant:-
(a) to renew and replace any of the Landlord's fixtures and
fittings which shall be missing, broken, worn, damaged or
destroyed with others of a similar character, condition and
quality;
(b) to remove every moulding, sign, writing or painting of the
name or business of the Tenant or other occupiers from the
Premises and from any other part of the Building and to
remove any alterations or additions (other than the
Refurbishment Works and those which the Landlord has agreed
need not be removed), and all Tenant's fixtures and
fittings, furniture and effects from the Premises making
good to the reasonable satisfaction of the Landlord all
damage caused by such removal; and
<PAGE> 31
-27-
(c) if so requested by the Landlord (the Landlord being obliged
to make such request (or decline to do so, in which case
the Tenant shall not be under any obligation to remove and
make good as aftermentioned) within two weeks of having
asked) to remove and make good alterations or additions
made to the Premises (other than the Refurbishment Works)
and well and substantially to reinstate the Premises in
such manner as the Landlord shall direct and to its
satisfaction acting reasonably.
4.35.2 Notwithstanding the provisions of Clause 4.35.1 the Tenant's
obligations as regards reinstatement and/or removal of the
Refurbishment Works and items associated therewith shall be the
following. The Tenant shall:-
Electrical Services
o Reinstate automatic fire alarms and sounders to suit open
plan occupation in full compliance with BS 5839 L1
protection.
o Reinstate emergency lighting to suit open plan occupation
in full compliance with BS 5266 protection.
o Reinstate Public Address System to that suitable for open
plan announcements.
o Reconfigure lighting circuits and PIR control to reflect
open plan arrangement.
o Remove all localised control of the lighting installation.
o Remove all power cabling and equipment from the demised area
associated with the tenant UPS system, security system, and
intruder alarm system and fire suppression system.
o Remove and replace any decorative lighting installed in
cellular or office areas with the troffer lighting module --
rewire as required.
o Clean and re-lamp all luminaries in the demised area.
o Carry out full periodic test and certify the entire
electrical installation in the demised area.
o Produce revised record electronic drawings of the
reinstatement works.
<PAGE> 32
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Mechanical Services and BMS Installation
o Relocate all VAV boxes to open plan linear arrangements as
original layout.
o Test and certify any new ductwork necessary to achieve the
open plan linear arrangement.
o Isolate, drain and remove all chilled water pipe work to the
riser for the server room fan coil unit installation.
o Remove all fan coil unit power and controls installation.
o Remove all local set point adjusters and associated cabling
to the cellular offices.
o Reconfigure the BMS installation due to the system
changes/deletions.
o Remove all mains water supplies to vending machines in all
areas other than the TSZ zone back to the riser valve
position.
Building and General Works
o Remove all cellular offices partitions, furniture and
appliances -- make good walls and columns to original
specification.
o Make good suspended ceilings to match existing where
necessary.
o Clean all ceilings, VAV diffusers and luminaries.
o Reinstate carpet tiles to a single tile colour and clean
same. Alternatively, if wear and tear is excessive, then
renew carpets to similar spec to the remainder of the
building. Include lift lobby in this requirement.
o De-rock and level all suspended floors in the demised area.
o High quality clean to all toilet areas including repair and
replacement of sanitary fixing and fittings.
o Removal of all tenants fixtures and fitings throughout the
demised area.
o Replace tea point floor finishes with new non-slip vinyl as
original specification.
o Reinstate all finishes, fittings and furniture to the tea
points all as original specification.
o Renew and reinstate as required existing mechanical and
electrical services to the tea points.
<PAGE> 33
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o Remove all tenants services and equipment and reinstate to
original condition the risers and duct areas.
o Redecorate all escape lobby areas to match existing
electrostatic finish.
o Reinstate and redecorate zone 3 -- store finishes to ceiling
and walls to original specification.
o Reinstate and redecorate cleaners cupboard finishes to
ceiling and walls to original specification.
o Remove all plants, fixtures and fittings from site.
o Vertical blinds to be overhauled and cleaned to full working
order.
o Atrium glass to have all film removed and cleaned.
o Link corridors to have all ceilings and lighting returned to
original specification.
o Entire demise to have high quality clean to include all
marble finishes, glass and general environment.
o Entire demise to have painted finish reapplied to match
existing specification to all walls solid ceilings and door
sets.
o Re-test and certify fire-fighting equipment to suit open
plan arrangements.
4.35.3 At the expiration or sooner determination of the Period of this
Lease without any warning away or process of removal to that
effect to remove from and leave the Premises empty and cleaned
and in such good and substantial repair and condition as shall
be in accordance with the obligations of the Tenant under this
Lease together with all fixtures and fittings (excepting
Tenant's fixtures and fittings) and improvements and additions
which now are or may at any time hereafter be in or about the
Premises save such as the Tenant has been required to remove
pursuant to Clause 4.35.1 (as qualified by the provisions of
Clause 4.35.2). Provided that if at such expiration or sooner
determination the Premises shall not be empty and cleaned and
in such good and substantial repair then at its sole option the
Landlord shall be entitled to require that either (a) the
Tenant carries out at its cost the works necessary to put the
Premises into such condition or (b) the Tenant pays to the
Landlord such sum as shall be certified by the Landlord or the
Managing Agent as being equal to the fair cost of carrying out
such work along with a sum equivalent to the loss of rent and
service charge suffered by the Landlord in respect of the
<PAGE> 34
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period from such expiration or sooner determination until the
expiry of such period (which shall in no circumstances be more
than three months after such expiration or sooner
determination) as the Landlord shall reasonably require to
carry out all such necessary works; Declaring that to the
extent that the Landlord is in receipt of rent and/or service
charge in respect of such period the Landlord will be deemed
not to have suffered any such loss.
VAT:
4.36 To pay to the Landlord VAT in respect of all monies, including the
rent, undertaken to be paid to the Landlord by the Tenant pursuant to
this Lease and in every case where in this Lease the Tenant undertakes
to pay an amount of money such amount shall be construed as being
exclusive of all VAT which may from time to time be legally payable
thereon.
5. LANDLORD'S OBLIGATIONS
TO INSURE:
5.1.1 The Landlord shall, provided always and to the extent that cover
for all or any of the Insured Risks is obtainable in respect of
the Building in the United Kingdom insurance market, until the
expiry or sooner determination of this Lease insure and keep
insured the Building under the Building Insurance (except to the
extent that the Building Insurance shall be vitiated in whole or
in part by any act, neglect, default or omission of the Tenant
or the Tenant's foresaids) against loss or damage by the Insured
Risks and shall keep in force the Loss of Rent Insurance in each
case through such agency as shall be selected by the Landlord
from time to time. The Landlord shall procure that the interest
of the Tenant (whether specifically or as one of the Landlord's
tenants generally) is endorsed on the policy for the Building
Insurance.
5.1.2 The Landlord shall also insure against Third Party risks and
Property Owners' liability for such sum or sums as the Landlord
acting reasonably shall require.
<PAGE> 35
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5.1.3 The Landlord shall supply to the Tenant a copy of the Building
Insurance and the Loss of Rent Insurance (including the risks
insured against) or a summary thereof and that within fourteen
days of being requested to do so.
APPLICATION OF INSURANCE MONIES:
5.2 The Landlord undertakes that as often as the Building or any part
thereof shall be destroyed or damaged by any of the Insured Risks then
save to the extent that and then only for so long as payment of the
insurance monies shall have been withheld in whole or in part by
reason of any act or default of the Tenant or the Tenant's foresaids
and provided that payment has been made by the Tenant of all (if any)
sums due by it pursuant to Clause 4.12 the Landlord shall as soon as
reasonably possible use all reasonable endeavours to rebuild, repair,
restore and reinstate the Building or such part with such variations
as may be necessary or in the Landlord's reasonable opinion desirable
having regard to statutory provisions, bye-laws and regulations then
in force and any planning approval necessary and also to building
standards then prevailing to the intent that the Building or such part
when rebuilt, repaired or restored shall conform to the practice then
current and shall afford to the Tenant a substantially comparable area
to that contained in the Premises as at the date of damage or
destruction. The Landlord undertakes that all monies received by
virtue of the Building Insurance effected hereunder (except in respect
of Loss of Rent) shall be applied in so far as the same shall be
necessary in rebuilding and reinstating the Building or such part and
declaring that for the purposes of this Clause 5.2 only reference to
Building shall be a reference to the Premises and to such parts of the
Common Parts as are requisite for the beneficial use and enjoyment of
the Premises and the Pertinents, Rights and Privileges from time to
time. The Landlord will be under obligation to make good out of the
Landlord's own monies any shortfall in such insurances caused by under
insurance except (1) in respect of any excess for which the Tenant is
responsible in terms of Clause 4.12 and (2) to the extent that the
insurance monies shall have been withheld in whole or part as
aforesaid.
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LANDLORD'S SERVICES:
5.3 Subject to the provisions of Clause 5.2 and subject also to the Tenant
paying the Service Charge in terms of Clause 2, the Landlord
undertakes (a) to apply all sums recovered from the Insurers pursuant
to the Building Insurance and from the Tenant pursuant to Clause 4.12
so far as necessary in effecting any repair or reinstatement rendered
necessary by the Insured Risks and (b) to use all reasonable
endeavours to carry out, provide and fulfil for the benefit of the
Tenant and the other tenants in the Building such of the Services
specified in Part 4 of the Schedule as the Landlord acting reasonably
and in the interests of good estate management may from time to time
consider necessary or desirable; DECLARING THAT in relation to any
question of providing Services regard shall be had to (i) the
remaining provisions of this Lease and (ii) any programme for
provision of Services including the carrying out of repairs,
maintenance, and (where necessary) replacement, renewal and
reinstatement of the Common Parts which the Landlord may adopt in the
interest of the good and efficient management of the Building PROVIDED
ALWAYS that the Landlord shall not be liable to the Tenant for any
failure to perform the foregoing such obligations (or any of them)
owing to any cause or circumstance outwith the control of the
Landlord.
6. GENERAL
IRRITANCY:
6.1 Subject to the provisions of Sections 4, 5 and 6 of the Law Reform
(Miscellaneous Provisions) (Scotland) Act 1985 if the rent herein
provided for or any part thereof or any other sum due under this Lease
shall at any time be in arrears for fourteen days after the due date
for payment (whether demanded or not) or if there shall be any breach
of any of the undertakings on the part of the Tenant contained in this
Lease or if the Tenant shall become apparently insolvent or shall make
any arrangement with creditors or shall suffer any diligence to be
levied on the Premises or the contents thereof or if the Tenant being
a company shall go into liquidation whether voluntary or compulsory
(otherwise than a voluntary liquidation of a solvent company for the
purpose of amalgamation or reconstruction) or suffer a Receiver or
Administrator to be appointed then and in any such case it shall be
lawful for
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the Landlord at any time thereafter by notice in writing to bring this
Lease to an end forthwith and to enter the Premises and repossess and
enjoy the same as if this Lease had not been granted but without
prejudice to any right of action or remedy of the Landlord in respect
of any previous breach of any of the undertakings by the Tenant
contained in this Lease. PROVIDED THAT (a) in the case of a breach
which is capable of being remedied (albeit late) the Landlord shall
not be entitled to terminate this Lease as aforesaid unless the
Landlord shall first have given notice in writing of the breach to the
Tenant prescribing a time which in the opinion of the Landlord is
reasonable in the circumstances (such circumstances not including the
financial position of the Tenant) within which such breach must be
remedied and the Tenant shall have failed to remedy the breach within
the time prescribed in the notice and declaring that where the breach
is a failure to pay any sum of money, a reasonable time shall be a
period of not less than fourteen days and (b) in the case of the
Tenant going into liquidation (other than for the purpose of
re-construction or amalgamation as aforesaid) or having an
Administrator or Receiver appointed (or being an individual or firm
becoming apparently insolvent or signing a trust deed for creditors)
then the Landlord shall allow the liquidator or receiver or
administrator or trustee for creditors, as the case may be, a period
of six months or such shorter period as may be requested by the
administrator, receiver, liquidator, trustee for creditors as
aforesaid in which to dispose of the Tenant's interest in this Lease
and the Landlord shall only be entitled to exercise its right of
irritancy on such grounds of administration, receivership, liquidation
or insolvency or others as aforesaid but without prejudice to the
Landlord's right to irritate on any other ground if the liquidator or
receiver or administrator or trustee for creditors as aforesaid, as
the case may be, shall have failed to dispose of the Tenant's interest
in this Lease by the end of the said period provided further that the
liquidator or receiver or administrator or trustee for creditors, as
the case may be, shall have first personally accepted in writing in
self proving form within two weeks of his appointment liability for
performance of all the obligations (monetary and non-monetary) of the
Tenant under this Lease from the date of his appointment until the
date of disposal or expiry of such six month (or shorter) period or
forfeiture or surrender to the Landlord of the Tenant's interest
hereunder whichever is the earlier (including the performance or
remedying of any outstanding obligations monetary or non monetary
which may subsist at the date of liquidation or receivership or
insolvency as the case may be).
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And it is hereby declared that the Landlord shall deal with any
request for consent to assign this Lease made by such liquidator,
receiver, administrator, trustee for creditors, as aforesaid as the
case may be in the same manner as if the request had been made by the
Tenant.
NO COMPENSATION:
6.2 Neither the Tenant nor any sub-tenant (whether immediate or
derivative) shall be entitled on quitting the Premises or any part
thereof to claim any compensation from the Landlord under any Act of
Parliament whether enacted before or after the Date of Entry.
REI INTERITUS NOT TO APPLY:
6.3.1 Save as provided in Clause 6.3.2, this Lease shall not be
terminated by reason of any damage to or destruction of the
Premises or the Building or any part thereof but shall,
notwithstanding any such damage or destruction and any rule of
law to the contrary, remain in full force and effect and endure
for the full Period of this Lease.
6.3.2 In the event of the Premises or the Common Parts or any other
part of the Building as are necessary for the proper enjoyment
and use of the Premises or the Pertinents, Rights and
Privileges, having been destroyed or damaged by any of the
Insured Risks and not having been repaired or reinstated in the
manner provided for in Clause 5.2 within a period of three years
from the date of such damage or destruction and provided that
(a) the Building Insurance effected by the Landlord in terms of
Clause 5.1.1 or 5.1.2 shall not have been vitiated as a
consequence of any act or default of the Tenant and/or (b) no
demand shall have been made upon the Tenant by the Landlord in
terms of Clause 4.12 or if such demand shall have been made it
shall have been met in full by the Tenant within the timescale
provided in Clause 4.12 then the Tenant may terminate this Lease
by giving notice to that effect to the Landlord within three
months after the expiry of said three year period under
declaration that (A) time shall be of the essence with regard to
the giving of said notice (B) the date of termination of this
Lease shall be the date of service of said notice and (C) all
insurance monies (save those already expended by the Landlord in
repairing and reinstating the Building and excepting those
<PAGE> 39
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referable to the Tenant's fixtures and fittings which shall be
paid to the Tenant) shall forthwith upon the giving of said
notice belong to the Landlord in questions with the Tenant and
(save as aforesaid) the Tenant shall have no claim on the same.
6.3.3 In the event of the Premises or the Common Parts or any other
part of the Building as are necessary for the proper enjoyment
and use of the Premises or the Pertinents, Rights and Privileges
having been destroyed or damaged by any of the Insured Risks,
the Landlord shall use all reasonable endeavours within three
months of any such damage or destruction to give the Tenant a
reasonable estimate of how long it will take to effect any
necessary repair or reinstatement. In the event that the
Landlord fails to give such estimate, the Tenant will be
entitled, by serving written notice on the Landlord, to require
the Landlord to give such estimate which the Landlord will be
obliged to give within one month of receipt of said notice. For
the avoidance of doubt the Landlord will have no liability for
any loss or damage incurred by the Tenant's foresaids as a
result of (a) failure to give such estimate, or (b) such
estimate subsequently proving to be inaccurate.
LOSS OF RENT:
6.4 In case the Premises or such of the Common Parts and any other parts
of the Building as are necessary for the proper use of the Premises or
the Pertinents, Rights and Privileges shall at any time during the
Period of this Lease be so damaged or destroyed by any of the Insured
Risks as to render the Premises unfit for beneficial occupation and
use in accordance with the terms and provisions of this Lease then
except to the extent that the insurance monies payable under the Loss
of Rent Insurance shall be wholly or partially irrecoverable by reason
solely or in part of any act or default of the Tenant or the Tenant's
foresaids the rent and Service Charge payable hereunder or a fair
proportion thereof according to the nature and extent of the damage
sustained shall be suspended until the Premises and/or such of the
Common Parts and any other parts of the Building, as the case may be,
shall again be rendered fit for occupation and use or until the expiry
of three years whichever shall be the earlier PROVIDED ALWAYS that in
the event of dispute as to the amount or duration of the rent or
Service Charge to be suspended such dispute shall be settled by a
single arbiter to be appointed on
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the application of either party by the Chairman or senior office
holder of the Scottish Branch of the Royal Institution of Chartered
Surveyors which arbiter shall have the power to award costs and
expenses, and the decision of such arbiter shall be final and binding
upon both the Landlord and the Tenant.
NOTICES:
6.5 Any notice, intimation, request for consent or demand to be given
under this Lease (each hereinafter in this clause referred to as
"notice") shall be in writing. Without prejudice to any other
competent method of service any notice shall be sufficiently served if
delivered by hand, sent by facsimile transmission or sent by Recorded
Delivery Post (a) to the Tenant (if the Tenant shall be a body
incorporated in the United Kingdom) to its Registered Office and (if
the Tenant shall be a natural person) to his last known address in
Great Britain or Northern Ireland or to the Premises and (if the
Tenant shall be a firm) to the firm and any one or more of the
partners thereof at the Premises and (in any other case) to the Tenant
at the Premises (b) to the Landlord (if the Landlord shall be an
incorporated body) to its Registered Office and (if the Landlord shall
be a natural person or a firm) to him or it at his or its last known
address in Great Britain or Northern Ireland and to the Landlord's
nominated Solicitors in Scotland from time to time and (c) to the
Guarantor at the address stated in this Lease or such alternative
address as may be intimated from time to time to the Landlord. Any
notice sent by Recorded Delivery Post shall be deemed duly served at
the expiry of two working days after the day of posting. In proving
service it shall be sufficient to prove that an envelope containing
the notice was duly addressed to the Tenant or the Landlord or the
Guarantor (as the case may be) in accordance with this Clause and
posted or sent to the place to which it was so addressed.
DEMAND FOR RENT:
6.6 (a) No demand for or acceptance of rent or any other sum due under
this Lease by the Landlord or its agent at a time when the Tenant
is in breach of any of the obligations of this Lease shall be or
be deemed to be a waiver wholly or partially of any such breach;
<PAGE> 41
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(b) For the avoidance of doubt no demand for or acceptance of rent by
the Landlord or its agent at a rate other than that to which the
Landlord may be entitled in terms of this Lease shall personally
bar the Landlord from instituting or proceeding with or requiring
any payment properly due in terms of this Lease.
DISCLAIMER OF LIABILITY:
6.7.1 Save where due to the negligent act or default or breach of
contract of the Landlord or those for whom they are legally
responsible, the Landlord shall at no time become liable to the
Tenant for any loss, damage or expense sustained by the Tenant
in relation to the Premises or the Common Parts or the Services
by or through any defect, decay, inadequacy, want of repair or
decoration or otherwise in the Building or any part thereof, or
from the failure or disruption of any power supply or arising
from the choking, bursting, stoppage or failure of any water
supply, waste or other pipes, drains, sewers, rhones,
conductors, gutters, ducts, water courses, cisterns or others or
for any loss, damage or expense caused to the Tenant through any
act or omission of the proprietors, tenants or occupiers of any
adjoining or neighbouring parts of the Building or other
property.
6.7.2 Nothing herein shall be or be deemed to constitute any warranty
by the Landlord that the Premises or any part thereof are
authorised for use under the Planning Acts for the permitted use
hereunder.
APPROVALS:
6.8 Where by the terms of this Lease the consent or approval of the
Landlord is required such consent or approval shall be in writing and
without prejudice to any other reasons stated by the Landlord, the
Landlord shall be deemed to be acting reasonably in withholding such
consent or approval if the Landlord reasonably considers that the
interests of good estate management so require.
ATRIUM GLAZING:
6.9 Notwithstanding any of the other provisions of this Lease the Tenant
shall not be responsible for carrying out or for the cost of carrying
out (whether
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through the Service Charge or otherwise) any works which the Local
Authority or any other body may require to be carried out to the
glazing surrounding the atrium within or forming part of the
boundaries to the Premises by reason of the same not complying fully
with all relevant and applicable statutory or other requirements save
where said works are solely required as a result of the specific
requirements of any works carried out by the Tenant. In the event of
any such works being required to such glazing and the Landlord not
succeeding in persuading the relevant authorities to dispense with
such requirement (which the Landlord shall be entitled to request the
relevant authorities to do) the Landlord will (save as aforesaid)
carry out all such works as may be necessary as soon as reasonably
practicable and in so doing the Landlord shall act reasonably in
minimising disruption to the Tenant's use and enjoyment of the
Premises (and in particular shall only carry out such works after 6pm
and before 8am on Monday to Friday or at any time on Saturday and
Sunday) and that all at the sole expense of the Landlord (no part of
the cost thereof to form part of the Service Charge). For the
avoidance of doubt the Landlord will not require to make its own
enquiries into such compliance.
7. RENT REVIEW
PROVIDED ALWAYS THAT IT IS HEREBY FURTHER AGREED that:
DATE OF REVIEW:
7.1 With effect from the expiration of five years from the Date of Entry
(the date of expiration of such five year period being hereinafter
referred to as the "Date of Review") the yearly rent provided for in
Clause 2.3 shall be increased to such an amount as shall be the
greater of (a) the yearly amount of the rent payable by the Tenant to
the Landlord in terms of Clause 2.3 immediately before such Date of
Review or (b) an amount (hereinafter called "the Revised Rent") which
shall represent the full rental value of the Premises at such Date of
Review assessed in accordance with the following provisions of this
Clause.
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VALUATION:
7.2 The full rental value of the Premises at such Date of Review shall be
such an amount as may be agreed between the Landlord and the Tenant or
determined in accordance with Clause 7.3 as representing the open
market rent (at the rate running following the expiry of such rent
free period of occupation as would be granted in the market at the
time for the purposes of fitting-out the Premises) which the Premises
could reasonably be expected to obtain if leased in the open market on
the Date of Review for a period commencing on the Date of Review of
ten years, by a willing landlord to a willing tenant on the terms and
conditions of this Lease (excepting the amount of rent payable in
terms of Clause 2 but including provision for quinquennial review of
the rent) with vacant possession and without the payment of any fine,
grassum or premium but upon the suppositions (if not facts):-
7.2.1 that the Premises are in existence, have (but only to the extent
of those parts thereof set out or referred to in the list
forming Part 8 of the Schedule) had the Refurbishment Works
carried out and are otherwise in such a condition as to be ready
for an incoming occupier to carry out its initial fitting-out
works;
7.2.2 that the Tenant has complied with all the obligations on the
part of the Tenant imposed by this Lease (but without prejudice
to any rights of the Landlord in regard thereto);
7.2.3 that if the Premises or any part thereof or the means of access
thereto or any of the Common Parts or services enjoyed by the
Premises shall have been destroyed or damaged the same had
before the Date of Review been fully reinstated;
7.2.4 that both the Landlord and the Tenant are able to recover all
input Value Added Tax in full; and
7.2.5 that the net lettable area of the Premises is 31553 square feet
in extent whether or not that in fact be the case.
and taking no account of and disregarding:-
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7.2.6 any goodwill attributable to the Premises by reason of any trade
or business carried on therein by the Tenant or any sub-tenant
or other permitted occupier;
7.2.7 the Tenant's initial fitting out works, and any alterations or
other works to the Premises carried out by the Tenant or any
sub-tenant (other than those parts of the Refurbishment Works
set out or referred to in the list forming Part 8 of the
Schedule) and otherwise than in pursuance of any obligation to
the Landlord under the provisions of this Lease;
7.2.8 for the avoidance of doubt, all parts of the Refurbishment Works
not set out or referred to in the list forming Part 8 of the
Schedule;
7.2.9 the fact that the Tenant or any sub-tenant or other permitted
occupier is or may have been in occupation of the Premises.
DECISION ON RENTAL VALUE :
7.3 If the Landlord and the Tenant shall be unable to agree on the amount
of the full rental value as aforesaid by the Date of Review then at
the election of the Landlord or the Tenant the matter shall at any
time thereafter be decided by a Chartered Surveyor (who shall act and
be deemed to act as an expert and not as an arbiter) to be agreed upon
by the parties hereto or in the event of failure so to agree then the
same shall be decided by a Surveyor (hereinafter called the
"Surveyor") experienced in the valuation of properties comparable to
the Premises in the area where the Premises are situated such Surveyor
to act as an expert also and to be nominated at any time at the
request of the Landlord or the Tenant by the Chairman or senior office
holder for the time being of the Scottish Branch of the Royal
Institution of Chartered Surveyors and the decision of the Surveyor
shall be binding on both the Landlord and the Tenant. Within one month
of the date upon which the Surveyor is agreed upon or appointed as
aforesaid the Landlord and the Tenant shall each be entitled to submit
to the Surveyor written valuations, statements and other evidence
relating to or supporting their assessment of the full rental value in
which event they shall, at the same time, deliver to the other party a
copy of
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all such valuations and others submitted as aforesaid. If the Surveyor
dies or is for any other reason unable to act before he shall have
given his decision then either party hereto may request the Chairman
or Senior Office Holder aforesaid to nominate a further Surveyor
(hereinafter called the "Second Surveyor") to act on the terms of this
sub-clause and such request may be repeated as often as may be
necessary. The fees payable to the Chairman and any Surveyor who could
not deliver his decision and the Second Surveyor shall be borne and
paid by the parties hereto in such shares and in such manner as the
Surveyor or which failing the Second Surveyor shall determine and
failing any such decision and subject thereto in equal shares.
UPWARDS ONLY:
7.4 Notwithstanding the decision of the Surveyor or Second Surveyor
hereinbefore referred to in no event shall the rent payable by the
Tenant after the Date of Review be less than the rent payable by the
Tenant immediately before the Date of Review.
PAYMENT AFTER DATE OF REVIEW:
7.5 If by the Date of Review the amount of the revised rent has not been
agreed between the parties hereto or determined as aforesaid then in
respect of the period of time (hereinafter called the "Interval")
beginning with the Date of Review and ending on the Quarter Day
immediately following the date upon which the amount of the revised
rent is agreed or determined as aforesaid (hereinafter called the
"Relevant Date") the Tenant shall continue to pay the rent provided
for in Clause 2.3 to the Landlord in the manner hereinbefore provided
at the yearly rate payable immediately before the Date of Review;
Provided that on the Relevant Date there shall be due as a debt
payable by the Tenant to the Landlord an amount equal to the
difference between the revised rent and the rent actually paid during
the Interval and apportioned on a daily basis in respect of the
Interval together with interest at the rate four per cent below the
Prescribed Rate on each part of that amount from the date upon which
that part would otherwise have been paid until paid.
<PAGE> 46
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STATUTORY RESTRICTION:
7.6 If at the Date of Review the Landlord shall be obliged legally or
otherwise to comply with any Act of Parliament dealing with the
control of rent and which shall restrict or modify the Landlord's
right to revise the rent payable in terms of Clause 2.3 in accordance
with the terms of this Lease or which shall restrict the right of the
Landlord to demand or accept payment of the full amount of the rent
payable in terms of Clause 2.3 for the time being payable under this
Lease then the Landlord shall on each occasion that any such enactment
is removed, relaxed or modified, be entitled on giving not less than
three months' notice in writing to the Tenant expiring after the date
of each such removal, relaxation or modification to introduce an
intermediate Review Date (hereinafter called the "Intermediate Review
Date") which shall be the date of expiration of such notice and the
rent payable hereunder from an Intermediate Review Date to the next
succeeding Date of Review or Intermediate Review Date (whichever shall
first occur) shall be determined in like manner as the rent payable
from each Date of Review as hereinbefore provided; Declaring that in
no circumstances will this Clause 7.6 operate so as to render the
Tenant liable to pay to the Landlord more than it would have been
obliged to pay had there been no such restriction or modification.
MEMORANDUM:
7.7 As soon as the amount of rent payable by the Tenant to the Landlord in
terms of Clause 2.3 with effect from after the Date of Review has been
agreed or ascertained in accordance with the terms hereof (and if
required by the Landlord so to do) the Landlord and the Tenant will
execute a separate memorandum specifying the yearly amount of the said
revised rent and all stamp duties (if any) payable in respect thereof
and the cost of registration thereof and of three Extracts ( two being
for the Landlord's purposes) shall be borne and paid for by the
Tenant.
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8. GUARANTOR'S OBLIGATIONS
The Guarantor HEREBY UNDERTAKES to the Landlord and binds and obliges itself
to implement, perform and fulfil the obligations and undertakings set out in
Part 7 of the Schedule.
9. LAW OF SCOTLAND TO APPLY
This Lease shall be interpreted and given effect in accordance with the Law
of Scotland and any dispute, difference or question of any kind which may
arise between the parties shall be determined in accordance with the Law of
Scotland.
10. WARRANDICE
Subject to the terms of this Lease, the Landlord hereby grants warrandice.
11. CERTIFICATE
We certify that there are no Missives of Let (constituting a Lease) to which
this Lease gives effect.
12. CONSENT TO REGISTRATION
The parties consent to registration of this Lease and of any certificate
issued thereunder for preservation and execution: IN WITNESS WHEREOF
<PAGE> 48
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This is the Schedule referred to in the
foregoing Lease among Scottish Mutual
Assurance plc and Exult Limited and
Exult, Inc. in respect of Part First
Floor, 301 St. Vincent Street, Glasgow.
PART 1: PREMISES
lA: THE BUILDING
ALL and WHOLE that area of ground together with the building as the same may
be altered or extended from time to time thereon known as 301 St. Vincent
Street, Glasgow and any other buildings or erections from time to time
thereon all being the subjects registered in the Land Register under Title
Number GLA 370 as the same may be amended from time to time in accordance
with the provisions of this Lease.
lB: PLANS
Site Plan - annexed
Car Park Plan - annexed
L2. Floor Plan - annexed
Ground Floor Plan - annexed
First Floor Plan - annexed
Initial Car Parking Spaces Plan - annexed
1C: THE PREMISES
ALL and WHOLE the premises shown outlined blue and coloured yellow (and in
certain respects hatched green or brown) on the First Floor Plan situated
within part of the Building (herein referred to as "the Premises") and which
expression "the Premises" shall include each and every part of the subjects
hereinbefore described and shall include:-
(i) the non-load bearing walls and partitions and the plasterwork, wall
finishes, wall coverings and surface treatment of all walls and
columns; the suspended ceilings and floor (and the spaces below and
above the same but excluding the beams and slabs and screeding of such
slabs) with the ceiling tiles, carpets and other floor coverings (so
far as not belonging to the Tenant) the windows and other glazing (but
excluding the frames for any of the foregoing); doors and other
entrances; the light fittings; the electricity distribution systems;
first aid and fire fighting equipment; and the Service Systems where
installed solely or used only for the purposes of the Premises, and
(ii) The pertinents of the Premises and all additions, alterations and
improvements to the Premises which may be carried out during the Period
of this Lease and also the Landlord's fixtures and fittings from time
to time in and about the same;
but shall exclude anything within the definition of the Common Parts.
<PAGE> 49
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PART 2: THE MAIN COMMON PARTS
Subject always to the declaration at the end of the definition of "Common
Parts", those parts and pertinents of the Building which are not comprised
exclusively in any Lettable Unit including without prejudice to the foregoing
generality:-
1. the solum on which the Building is erected and the foundations, roof, back,
front and gable walls of the Building, the internal load-bearing walls and
columns (but excluding plasterwork and all other wall finishes and surface
treatment) the beams and ceiling and floor slabs and the screeding of such
slabs, the window and door frames and all other structural parts of the
Building;
2. the boundary walls and fences and all doors, gates and pillars therein of
the said area or piece of ground which forms the Building and is unbuilt
upon and all external areas, roads, footpaths, pavements and lanes so far as
included in or in respect of which the Landlord has a responsibility
therefor in terms of the Land Certificate or title deeds to the Building or
otherwise and all drains, soil and main water supply pipes and all other
common pipes and rhones, conductors, systems, electric mains, cables, wires,
pipes, conduits and gas and waste pipes and sewers of every description
serving inter alia the Building but not any such as serve exclusively any
Lettable Unit;
3. the front and rear steps, light well, the entrance from the street, the
reception area within the ground floor or storey of the Building and any
vestibules or halls, stairs, stairways, passages, corridors, communal doors,
fire escapes, fire fighting appliances, store-rooms, plant-rooms, landscaped
or paved areas, servicing areas, staff accommodation rooms or areas required
for the provision of the Services and toilets or lavatories with the
sanitary apparatus therein (excluding toilets or lavatories which are
exclusively leased to a single tenant) and the carpeting, wall coverings,
plasterwork, glazing and doors within any of the aforesaid but excluding any
of the foregoing exclusively pertaining to or within any Lettable Unit;
4. all other parts of the Building including the Service Systems therein the
use or benefit of which is common to the Premises and to the remainder of
the Building or any part or parts thereof and all other part or parts of the
Building which may from time to time be designated by the Landlord as set
aside for the common use and benefit of the Premises and other parts of the
Building;
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5. the Plant and Equipment;
6. the Service Systems; and
7. any additions to or amendments of the foregoing which are provided or made
by the Landlord acting reasonably except in so far as the same shall pertain
exclusively to a Lettable Unit.
But declaring that there is not included within the Main Common Parts :-
(a) the Computerhall Common Parts; or
(b) anything comprised within Phase 3.
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PART 3: ANCILLARY RIGHTS AND RESERVATIONS
3A: EXCEPTIONS AND RESERVATIONS
1. The free passage of ventilation, heating, water, soil and electricity
and other services in and through the Service Systems in, under, over or
passing through the Premises.
2. The right to enter upon the Premises (including the lift lobbies between
the lifts located between Zone 3 and Zone 4 and thence into the lifts
for the purpose of maintaining or repairing the lifts) at all reasonable
times (upon prior appointment except in the case of emergency) for the
purposes of inspecting, and where necessary cleaning, repairing or
renewing any part of the Building including the Premises themselves the
Service Systems, Plant and Equipment and other of the Common Parts and
including also any repairs, renewals or reinstatement rendered necessary
by an Insured Risk, and for the purpose also of installing new or
additional parts of any of the Common Parts, including Service Systems
and Plant and Equipment and for the purposes of providing the Services
and for all other reasonable purposes pursuant to this Lease and the
right upon giving to the Tenant reasonable notice (except in cases of
emergency) to erect scaffolding on the Building or any part thereof for
the foregoing purposes or any other reasonable purpose; PROVIDED ALWAYS
that the foregoing rights shall be exercisable by the Landlord on
condition that the Landlord makes good as soon as reasonably practicable
all physical damage thereby occasioned to the Premises.
3. The right to take into use all boundary walls of and Service Systems
within the Premises and to build upon, connect with or otherwise use the
same the Landlord making good as soon as reasonably practicable all
physical damage thereby occasioned to the Premises and causing as little
interference as reasonably possible to the Tenant.
4. A right of support, shelter and protection for the adjoining and
adjacent properties from the Premises.
5. The right where it is in the interest of the efficient management of the
Building to regulate and control the use of the Common Parts including
the Plant and Equipment and the Service Systems by making, intimating,
amending and enforcing against the Tenant and all other tenants and
occupiers of the Building, the Management Regulations.
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6. The right to execute such works upon and to the parts of the Building
not included in the Premises (including the airspace above the Premises)
as the Landlord shall determine and in such manner and otherwise as the
Landlord may desire and permit and the right to use the parts of the
Building not included in the Premises in whatever lawful manner the
Landlord may desire and permit and whether or not any amenity at present
appertaining to the Premises shall be lessened or affected in any way
provided that the beneficial use and enjoyment of the Premises is not
materially affected thereby.
7. The right to alter, amend, extend or diminish the Common Parts and to
resume and/or to build upon or rebuild upon any part of the Common Parts
and/or the Building.
8. The right at any time to suspend, temporarily or permanently, any of the
rights of access granted to the Tenant over the Building for the purpose
of executing any works on the same or for any other purpose considered
necessary or desirable by the Landlord and that without any claim
competent against the Landlord at the instance of the Tenant for
compensation or otherwise, provided always that, in the case of
temporary or permanent suspension, suitable and adequate alternative
access is provided.
9. The right of access through and across the Premises for the purposes of
maintenance and security.
10. The right to lead pipes, cables and all other necessary transmitters
through, over, under or across the Premises to provide services to other
parts of the Building.
11. The right of access and egress through the Premises to and from other
parts of the Building for any personnel working in the Building in cases
of emergency.
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12. The right to vary the Service Charge Percentage from time to time
provided that it is reasonable and equitable to do so.
DECLARING that the foresaid rights shall be exercised only after reasonable
prior notice to the Tenant (except in the case of emergency) in such a
manner, in so far as reasonably practical, as to cause a minimum of
inconvenience and disturbance to the Tenant and shall not be exercised in
such a manner as may materially prejudice or interfere with the Tenant's
business or their beneficial use and enjoyment of the Premises, and
declaring further that the Landlord will procure that those exercising the
foresaid rights make good any physical damage to the Premises caused thereby
without delay. To the extent that the foregoing rights include the
installation of items within the Premises or the erection of notices or
scaffolding or others whatsoever in or in the areas adjoining or adjacent to
the Premises the rights may only be exercised after reasonable prior
notification in writing to the Tenant save in emergency of the location of
the items to be installed or notices or scaffolding or others whatsoever.
The foregoing rights may be exercised by entering upon the Premises only if
there is no other reasonably practicable and economic alternative means of
achieving the same purpose without such entry; AND DECLARING FURTHER THAT
none of the foresaid rights or otherwise shall permit the Landlord from (a)
carrying out any works the effect of which would be to raise the height of
Phase 3 above the lower floor slab of the Premises in such a way as would
obscure the windows of the Premises or (b) resuming any part of the Building
and/or the Common Parts if the effect of so doing would materially adversely
affect the Tenant's beneficial use and enjoyment of the Premises or any of
the Pertinents, Rights and Privileges.
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3B: PERTINENTS, RIGHTS AND PRIVILEGES
1. The exclusive right to the use of 13 external parking spaces which are
shown coloured yellow on the Initial Parking Spaces Plan for parking of
private motor vehicles onlyprovided always that the Landlord shall be
entitled to relocate said parking spaces to elsewhere within the Building
by providing no less than 14 days' prior written notice.
2. The free passage of ventilation, heating, water, soil and electricity and
other services in and through that part of the Service Systems serving
inter alia the Premises.
3. The benefit and, where appropriate, use of the Plant and Equipment.
4. The right to support, shelter and protection from the adjoining and
adjacent premises.
5. The right at all times of access and egress to and from the Premises (a)
through the main entrance to the Building wherever situated from time to
time and along the main mall and access corridors, stairs and lifts from
time to time but initially as shown coloured green on the Ground Floor
Plan and the L2. Floor Plan and (b) from and to the Car Park as shown on
the Initial Parking Spaces Plan.
DECLARING that the Tenant and those for whom they are legally responsible
shall be prohibited at all times from entering any Lettable Unit without
prior and specific permission from the Landlord or the party in permitted
occupation of such Lettable Unit.
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PART 4: SERVICES
In this Lease including this Part of the Schedule "Services" means the
following:-
MAINTENANCE AND REPAIR OF COMMON PARTS
1. The maintenance of the Common Parts in good and substantial repair and
condition at all times and for that purpose the repair, maintenance, and
where necessary renewal, rebuilding and reinstatement of the Common Parts
regardless of the age or state of dilapidation of the Building and
irrespective of the cause or extent of the damage or other want of repair
and including any repairs or renewals rendered necessary by latent or
inherent defect.
TITLE DEEDS
2. Complying with the Land Certificate and title deeds relating to the Common
Parts.
PLANT AND EQUIPMENT AND SERVICE SYSTEMS
3. The provision, maintenance and servicing (including the carrying out of
repairs in the nature of maintenance and servicing), operation, management
and insurance of and when necessary cleaning, draining, extending and
renewing or replacing of the Plant and Equipment and the Service Systems;
Declaring that the Landlord will, unless and until the Tenant requires
otherwise, ensure that the passenger lifts located between Zone 3 and Zone 4
do not open so as to provide access to or egress from the Premises.
ELECTRICITY AND WATER
4. The provision of electricity and water to the Premises and to the Common
Parts, at least sufficient for the Tenant's full use of the Premises as good
quality office accommodation and the Common Parts.
EXTERIOR PAINTING ETC.
5. The obligation so often as may in the reasonable opinion of the Landlord be
necessary so as to be kept in a well maintained condition, and in a proper
and
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workmanlike manner to prepare and paint in colours selected by the Landlord
all the metal, cladding and all other exterior parts of the Building as
require to be or have previously been so painted in colours selected by the
Landlord with two coats at least of good quality undercoat paint and one
coat of good quality gloss paint and in the like manner to prepare, clean,
treat and polish and otherwise maintain all the cladding and other parts of
the outside which require to be so cleaned and treated with good quality
materials and also in like manner as often as in the reasonable opinion of
the Landlord shall be reasonably necessary (but not more frequently than
once in every ten years of the foregoing Lease) to stone clean the stonework
and other finishes to the exterior of the Building by such method as shall
be chosen by the Landlord acting reasonably and in particular and (without
prejudice to the generality of this obligation) regularly to clean and treat
in a suitable manner for its maintenance in good condition all the outside
metal and other work not required to be painted or polished and when
necessary to clean all tiles, glazed brick and similar washable surfaces.
INTERNAL PAINTING ETC. OF COMMON PARTS
6. The obligation so often as may in the reasonable opinion of the Landlord be
necessary so as to be kept in a clean and well maintained condition, and in
a proper and workmanlike manner to prepare and paint in colours selected by
the Landlord such of the inside wood, metal and others of the Common Parts
of the Building as shall from time to time require to be painted with one
coat at least of good quality undercoat paint and one coat of good quality
gloss paint and also to whitewash, colourwash, grain, varnish, french or wax
polish, paper and otherwise decorate in a proper and workmanlike manner with
good quality materials such of the internal parts of the Common Parts as
shall from time to time require to be so treated and also to clean and treat
in a suitable manner for its maintenance in good condition all the inside
wood and metal work and polished stone not required to be painted or
polished and when necessary to clean all tiles, marble, glazed brick and
similar washable surfaces as shall from time to time require to be so
treated so as to be kept in a clean and well maintained condition.
MAINTAINING PARTY WALLS, DRAINS. ETC.
7. The payment of such proportion (if any) as the Landlord may be legally
liable to pay of the cost of repairing, maintaining, renewing, and cleansing
the pavements and lane
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ex adverso the Building and all sewers, drains, pipes, watercourses, mutual
structures and other items which may belong to or be used for the Building
in common with other subjects near or adjoining thereto.
REGULAR CLEANING, LIGHTING ETC
8. The regular cleaning, as necessary (and at least once in every calendar
month), of the external faces of all windows and other glasswork of the
Building and the internal and external faces of the atrium, and the internal
faces of all other windows and other glasswork in the Common Parts and, as
may be necessary, keeping cleaned the common entrance steps, entrance way,
doorway, hall, atrium, passages and balconies, the lift, landings and
staircases, and all floor coverings thereof and wall finishes and all other
portions of the Common Parts including the Car Park and external areas and
providing additional lighting apparatus for such of the Common Parts
(whether internal or external) and including the Car Park area as the
Landlord acting reasonably shall from time to time think fit and maintaining
and operating the lighting apparatus provided for the Common Parts including
the Car Park.
PAYMENT OF RATES, ETC.
9. The payment of all rates, taxes, duties, levies, charges, assessments,
impositions and outgoings whatsoever whether parliamentary, regional,
district, parochial, local or of any other description which are now or at
any time hereafter may be taxed, assessed, charged or imposed upon or
payable in respect of the Common Parts.
STATUTORY NOTICES
10. Complying with any statutory or other notice served by a Local or other
competent Authority in connection with the Building or any part thereof
including any such as relate to the Acts of Parliament referred to in Clause
4.13 of this Lease and other fire or health and safety or environmental
legislation, or any order or regulation made thereunder but only where any
obligation to comply is not attributable to an individual tenant or other
occupier in the Building.
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PROVISION OF FACILITIES MANAGEMENT, RECEPTION, SECURITY AND CLEANING STAFF
11. The employment, appointment or provision of such facilities management,
reception, supervisory, security, maintenance, cleaning and other staff in
the Building as the Landlord acting reasonably shall think necessary for the
efficient provision of the Services.
PUBLIC LIABILITY ETC.
12. Insuring in such manner and to the extent that the Landlord shall reasonably
determine the Building in respect of any public liability, and third party
liability of the Landlord and also insuring in the manner and to the extent
foresaid, any risks for which the Landlord may be liable as employer of
persons working on or engaged in relation to the management or maintenance
of the Building.
EQUIPMENT
13. The provision, maintenance, renewal or replacement where necessary of such
equipment, furniture for the reception area, decorative items and others, as
may from time to time, in the reasonable opinion of the Landlord, be
necessary or desirable for the efficient provision of the Services.
PROVISION OF ACCOMMODATION
14. The provision, and where necessary or desirable, the maintenance, repair,
decoration, heating and lighting of accommodation to house equipment,
materials and personnel (during working hours) utilised or employed in the
provision of Services to the Building.
SURVEYOR
15. The appointment of any surveyor or other professional adviser in connection
with the determination of the Full Cost of Reinstatement.
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FIRE FIGHTING SYSTEMS AND EQUIPMENT
16. The provision, purchase, maintenance, testing, servicing and renewal or
replacement where necessary and insurance of fire alarms and firefighting
systems, appliances and equipment for the Common Parts.
SECURITY SYSTEMS AND EQUIPMENT
17. The provision, purchase, maintenance, testing, servicing and renewal or
replacement where necessary and insurance of security alarms and systems for
the Common Parts.
LANDSCAPING
18. The maintenance, repair and if necessary renewal and/or replacement or
replanting of landscaping in unbuilt upon parts of the Building and the
clearing and removal of any rubbish therefrom and keeping the same neat and
tidy.
AIR CONDITIONING
19. The provision to the Premises during Normal Working Hours of air
conditioning and when so requested by the Tenant by 3 p.m. Monday to
Thursday in respect of the following day and by 3 p.m. on Friday in respect
of the following Saturday, Sunday and Monday the provision to the Premises
of air conditioning at any other times.
ADDITIONAL SERVICES
20. The fulfilment of any other obligation or duty in relation to the Common
Parts and/or the provision of any other equipment or service and the
maintenance, repair and where necessary renewal or replacement of such
equipment any of which, it is reasonable for the Landlord to provide for
maintaining and securing the facilities and amenities of the Building as
good quality office accommodation acting in the interests of good estate
management and having due regard to the interests of the tenants in general
within the Building.
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PART 5: SERVICE CHARGE
PAYMENT
1. The Tenant shall pay to the Landlord the Service Charge at the times
provided for in and otherwise in accordance with this Part of the Schedule.
DEFINITIONS
2. In this Part of the Schedule:-
2.1 "Year" means where the context admits the First Year, each consecutive
period beginning on 1 January and ending on 31 December after the
First Year, and the Last Year;
2.2 "First Year" means the period beginning on the Date of Entry and
ending on 3l December immediately succeeding;
2.3 "Last Year" means the period beginning on 1 January immediately prior
to and ending on the expiration or sooner determination of the Period
of this Lease;
2.4 "Service Expenditure (Car Park)" means in relation to any Year the
whole costs, charges, liabilities and other expenditure properly
incurred by the Landlord in or about the provision of the Services or
otherwise in the performance of the obligations undertaken by the
Landlord in Part 4 of the Schedule so far as relating to that part of
the Car Park shown outlined in red and hatched black on the Site Plan
(for as long as and to the extent that the same is used for private
car parking); DECLARING THAT the Service Expenditure (Car Park) shall
exclude to the intent that such excluded items of expenditure shall be
the personal responsibility of the Landlord in questions with the
Tenant, any expenditure or liability or other sum which, but for this
proviso to this Part of the Schedule would fall within the definition
of Service Expenditure (Car Park), but which:-
(a) was incurred to remedy or arose directly or indirectly from damage
or deterioration arising from:-
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(i) any of the Insured Risks save to the extent (i) that the
Building Insurance shall have been rendered void or voidable
or the payment of policy monies refused or withheld in whole
or in part in consequence of any act or default on the part
of the Tenant's foresaids and (ii) of any normal commercial
excess under the Building Insurance;
(ii) any negligent act or omission or any breach of contract by
the Landlord or any other tenant or occupier of part of the
Building or by their respective employees, servants, agents,
contractors or others for whom they are responsible but only
to the extent that they are so negligent or so in breach;
(b) incurred in respect of (i) any rent reviews under leases
of any Lettable Unit or (ii) the default of any other
tenant of a Lettable Unit or other occupier of any part
of the Building;
(c) relate to any Lettable Unit within the Building which is
unlet or unoccupied from time to time;
2.5 "Service Charge" means in relation to any Year the sum which
represents the aggregate of (i) Service Charge (Building) and (ii)
12.50% (or such other percentage as the Landlord may determine
provided that it is reasonable and equitable to do so) of the Service
Expenditure (Car Park) for that Year all calculated and payable by the
Tenant in respect of that Year as set out in this Part of the
Schedule.
2.6 "Service Charge (Building)" means initially the sum calculated with
reference to an annual rate of ONE HUNDRED AND TEN THOUSAND FOUR
HUNDRED AND THIRTY FIVE POUNDS AND FIFTY PENCE (Pound
Sterling110,435.50) STERLING (exclusive of Value Added Tax) per annum
and the Service Charge (Building) in respect of the First Year shall
be a proportionate payment (calculated on an annual/daily basis) for
the period from the Date of Entry until the end of the First Year.
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The said amount of Pound Sterling 110,435.50 shall be increased in
each Year on 1 January by adding to the Service Charge (Building)
payable in respect of the immediately preceding Year a sum calculated
in accordance with the following formula:-
X = A x B - C
-----
C
Where X is the sum to be added to the Service Charge (Building) in
respect of the immediately preceding Year, A is the Service Charge
(Building) in respect of the immediately preceding Year, B is the
Retail Prices Index as at the commencement of the Year for which the
Service Charge (Building) is being calculated and C is the Retail
Prices Index as at the date of commencement of the immediately
preceding Year, and such calculation shall be carried out on a yearly
basis throughout the duration of this Lease.
The Retail Prices Index shall be the general index of retail prices
(all items) as published monthly by HM Government or in the event that
such Retail Prices Index ceases to be published, such Official Index
will be used as the Landlord and the Tenant may agree (both parties
acting reasonably) is reasonably equivalent thereto. In the event that
the product of the foregoing formula is a negative figure, the Service
Charge (Building) shall not be reduced but shall remain at the same
rate as was payable in respect of the said immediately preceding Year.
2.7 "Service Charge Quarter Day" means (but only in respect of the Service
Charge (Building)) the Quarter Days (as defined in the foregoing
Lease) or in substitution any four other days at approximately three
monthly intervals, in any Year as the Managing Agent acting reasonably
in the interest of the efficient management of the Building may from
time to time select and intimate to the Tenant.
PAYMENT
3.1 The Tenant shall pay that part of the Service Charge comprising the
Service Charge (Building) in respect of each Year in quarterly
instalments as follows:
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(a) On the Date of Entry a proportionate payment until the next
succeeding Service Charge Quarter Day and thereafter an equal
quarterly instalment in advance on each succeeding Service Charge
Quarter Day during the First Year;
(b) in respect of each Year (other than the First Year and the Last
Year) an equal quarterly instalment in advance on each Service
Charge Quarter Day;
(c) in respect of the Last Year a proportionate payment from the last
Service Charge Quarter Day until the expiry of the Lease whether
by nature, passage of time or otherwise.
3.2 The Tenant shall pay within fourteen days of receipt of a written
demand therefor that part of the Service Charge comprising 12.50% (or
such other percentage as the Landlord may have determined as
aforesaid) of the Service Expenditure (Car Park) which the Landlord
shall have incurred, the Landlord using all reasonable endeavours so
far as possible to issue such demands within a reasonable period of
time after the Service Expenditure (Car Park) shall have been
incurred.
3.3 As soon as is practicable upon or after the end of each Year there
shall be an accounting for Service Charge (in so far as relating to
the Service Expenditure (Car Park) and, where there has been an error
in the calculation of the Retail Prices Index, the Service Charge
(Building)) in respect of such Year between the parties and any
underpayment or overpayment of Service Charge shall be settled within
14 days from a written demand by a single payment by one party to the
other.
3.4 The provisions of this Part of the Schedule shall continue to apply
notwithstanding the expiration or sooner determination of the Period
of this Lease but only in respect of the period prior to and including
the date of such expiration or sooner determination of the Period of
this Lease.
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PART 6: REFURBISHMENT WORKS
Abbey National House -- Glasgow
Summary of Landlord and Tenant Works to 1st Floor Zones 3 & 4
Index
1. Preambles.
2. Landlord's Works (By Exult on behalf of Landlord) 2.1 Electrical Services.
2.2 Mechanical Services and BMS Installation.
2.3 Toilet Areas.
2.4 Builders Work.
3. Fit-Out Modifications to Accommodate Exult.
3.1 Electrical Services and Data Comms.
3.2 Mechanical Services and BMS Installation.
3.3 Building and General Items.
3.4 Coffee Areas.
3.5 Window Finishes and Blinds.
3.6 General Items.
Summary of Landlord and Tenant Works to 1st Floor Zones 3 & 4
1. Preambles
This document must be read in conjunction with the Landlords Approvals
documents as issued by EIC on behalf of Exult.
All repairs shall match the existing where appropriate using materials and
construction methods to match the original.
All materials are to be the best of their respective kinds fixed and applied
using recognised and approved methods in a correct and workmanlike manner.
The tenant is required to carry out works incidental to and rendered
necessary to comply with the covenants of the Lease whether specifically
scheduled herein or not.
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Where painting, papering or other decorative works are scheduled herein,
they shall include the necessary preparation of surfaces and in the case of
plastered surfaces, cutting out, making good and all stopping as required.
All colours are to be agreed with the Landlord prior to the work being
carried out.
A specification for the works is to be agreed with the Landlord prior to the
works being carried out.
Tenants fixtures, fittings, furniture and appliances are to be removed from
this property as necessary to allow for the execution of the works.
The repair works undertaken are to be specified and completed to the entire
satisfaction of the Landlord.
The Landlord's surveyor reserves the right to add additional items to the
schedule irrespective of when these become apparent and/or where further
exposure or inspection reveals additional repairs to be required.
Clean down all internal surfaces of the property including floor coverings
coving, wall and ceiling surfaces and remove all build-up of grit, debris,
grease, algae, mould or other dirt accumulations.
Clean down all internal door and window ironmongery, leave free from all
dirt accumulations, and paint splashes.
Clean down all sanitary fittings and leave free from marking, discolouration
and disinfect as necessary.
Clean down and overhaul all windows, replacing all defective glazing, putty,
opening mechanisms and leave windows in full working order.
Provide keys for all opening mechanisms.
Overhaul all door ironmongery replacing all defective fittings and leaving
in full work order. Provide keys for all doors.
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2. Landlords Works (by Exult on behalf of Landlord)
2.1 Electrical Services
o Installation of new power supplies for VAV automation.
o New communications cabling for automatic VAV units.
o New containment to house communication cabling.
o Check, test and certify existing electrical services to these zones.
o Re-instate automatic fire alarms and sounders to suit open plan
occupation in full compliance with BS 5839 L1 protection.
o Remove existing and install new circuit wiring and battery packs for
emergency lighting installation to comply fully with BS 5266.
o Remove existing and install new lighting control panels to link to the
current BMS system.
o Install new PIR detection units for lighting control to suit open plan
arrangements.
o Remove existing and install new emergency lighting test facilities.
o Re-test and certify all modified existing lighting circuits.
o Provide new record drawings and electronic data as required.
2.2 Mechanical Services and BMS Installation
o Fit new electronic regulation devices to the existing VAV units.
o Install new PC3 local controllers to communicate with VAV regulators
and local PIR units.
o Link slaves and master units to suit open plan arrangement.
o Re-commission branch ductwork and rebalance the VAV system in both
zones.
o Reconfigure BMS graphics to accommodate new VAV controllers.
2.3 Toilet Areas -- TSZ 3 and 2 toilet Numbers T3, T4, T5, T6 and T7 (see
EIC Drawing Number 500.400)
o Strip out existing services and all partition systems sanitary ware
and pipework.
o Refit toilets with new piped services, new floor finishes, IPS
systems, sanitary ware and lighting.
o Modify existing toilet ventilation and re-commission as necessary.
o Supply and install new sanitary ware and finishes to match existing in
new disabled toilet.
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2.4 Builderswork
Tea Points
o Strip out and replace existing sink unit/kitchen base unit.
o Deep clean and re-grout tiled wall as required.
o Clean, re-level ceiling system and re-lamp all luminaries.
o Deep clean to tiled floor.
o Redecorate.
Windows and Blinds
o Clean glass and frames.
o Overhaul mechanisms and dry clean all perimeter vertical blinds.
Flooring
o Remove existing carpet tiles.
o De-rock all raised floor panels.
o Install new carpets to match second floor specification.
Ceiling
o Replace damaged ceiling tiles and re-level.
o Clean VAV diffusers, ceiling panels and luminaries.
o Re-lamp all luminaries.
Toilets
o Replace damaged ceiling tiles, re-level and clean.
o Replace all existing luminaries with new low energy fittings --
install PIR detection.
o Remove redundant hand dryers and macerators, replace with new matching
wall panels.
o Replace damaged wall panels/IPS components/sanitary ware.
o Lift existing floor coverings with new non-slip material to match
second floor specification.
o Deep clean, repair/replace and re-grout all wall finishes.
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General Decoration
o Repair and redecorate all walls, columns, doors, screens and
skirtings.
o Clean all perimeter heater casings and repair as necessary.
Fire Fighting Equipment
o Re-test and certify as necessary for open plan arrangements.
3. Fit-Out Modifications to Accommodate Exult.
3.1 Electrical Services and Data Comms
o Modify local lighting circuits to suit cellular office layout.
o Install additional local PIR detection and override switches to suit
cellular office layout.
o Remove and replace toilet lighting installation to suit revised
layout.
o Install new hand dryers.
o Install new UPS unit to serve critical services.
o Remove existing lighting troffer and install new decorative lighting
to meeting rooms, team rooms, interview rooms and the upgraded first
floor lobby.
o Remove existing hard wired power systems and data cabling
installations and install a new plug-in busbar to match the existing
building philosphy.
o Install new floor service boxes complete with RCD units in each box.
o Supply and install new additional PC3 outstations to suit subdivision
and all associated wiring.
o Modify Fire Alarm Installation to suit cellular office by installation
of new detectors and sounders as required to meet BS 5839 -- L1
protection.
o Install full Inergen fire suppression system to the data equipment
room -- connect to local alarms only.
o Install new and relocate existing emergency lighting modules to suit
cellular office layouts all to fully comply with BS 5266.
o Modify lighting control panel switching to suit cellular office
layouts.
o Re-configure BMS to suit modifications.
o Install new underfloor data cabling installation to suit tenants
requirements on cable tray containment.
o Install new security access equipment to access doors with
compatibility to the Abbey National Cardkey System.
o Install new intruder alarm to be dedicated to the demised area.
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3.2 Mechanical Services and BMS Installation
o Install new pipework and valves to allow connection to the existing
Abbey National high temperature chilled water system for equipment
room fan coil cooling unit.
o Install new commissioning sets and BMS connection to the fan coil unit
controls.
o Relocate VAV modules to suit cellular office layout including new
connections to the existing supply branch ductwork.
o Install new local space set point adjusters to all cellular offices
and connect to BMS local controllers.
o Modify existing local hot and cold pipework within the demised toilet
areas to suit revised layouts.
o Modify existing above ground drainage system within the demised toilet
areas to suit revised layouts.
o Install new cold water mains pipework to serve new vending areas
located in the open plan office area.
3.3 Building and General Items -- By Exult
Open Plan Office Area
(see EIC Drawing Number 500.100)
o Install cellular office partitioning system complete with solid and
glazing panels as required.
o All partition systems shall be floor to ceiling only except the
data/server room which will be slab to slab.
o Remove existing suspended floor in area designated computer/file
server room -- install new higher suspended floor and ramp system.
3.4 Coffee Areas 1, 2 and 3
(see EIC Drawing Number 500.100)
o Strip out existing tea point services and equipment and refurbish area
complete with new wall units, sink units and various white goods.
Install new water services and drainage to suit.
3.5 Window Finishes and Blinds
o Supply and install new vertical window blinds to match existing in the
open plan area.
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o Install new blackout blinds in the training room in Zone 4.
o Apply opaque window film detail to the atrium and internal glazed
partitions as agreed with Landlord.
3.6 General Items
o Install new tables and chairs to suit current layout.
o Replace damaged floor tiles.
o Install new ceiling tiles into existing grid. New tiles to match
existing Burgess type for the open plan areas and Luxalon type for the
circulation areas.
o Install new satellite dish on roof subject to local authority planning
approvals.
o Install new telephone cabling within existing risers to connect to
external services.
o Electrostatic paint application to existing plant access and riser
doors.
o Installation of electronic computing and audio visual equipment as
required throughout the demised area.
o New Corporate signage to the entrance areas and 1st floor lobby with
Landlord's approvals.
o Demolish internal non-load bearing walls as shown on the plans to
facilitate additional toilet cubicles. Including the creation of new
disabled persons facility.
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PART 7 -- GUARANTEE
THE GUARANTOR, HEREBY binds and obliges itself:-
(1) to the Landlord as cautioners, co-obligants and full debtors for and along
with the Tenant (the expression "THE TENANT" meaning throughout this Part
7 of the Schedule the said Exult Limited and which expression specifically
excludes the successors and assignees of the said Exult Limited) in the
whole of the obligations whatsoever (present and future) undertaken by or
incumbent on the Tenant directly or indirectly under or by virtue of this
Lease (including without prejudice to the generality the payment of all
rents due thereunder from time to time both before and after any reviews
and that whether or not we have been consulted in regard to the same) and
that in all respects: The liability hereby undertaken by us the Guarantor
shall be an independent obligation continuing in force while any liability
or provision under or by virtue of this Lease remains wholly or partially
undischarged or unimplemented by the Tenant and further, notwithstanding
any rule of law or practice to the contrary, shall not be discharged or
otherwise impaired or prejudiced by the Landlord, whether or not we, the
Guarantor shall have been consulted, releasing or giving up any right of
obligation or remedy (present and future) for the indebtedness or
liabilities of the Tenant or giving time or any other indulgence to the
Tenant or otherwise modifying the terms of this Lease;
(2) that (i) in the event of the Tenant going into liquidation, receivership
or administration and the Liquidator, Receiver or Administrator (as the
case may be) not adopting this Lease or (ii) in the event of the Tenant
being struck off by the Registrar of Companies, then and in any such event
we, the Guarantor, shall, if required so to do by the Landlord by written
notice served within six months of the occurrence of any of the above
events, accept, execute and deliver to the Landlord a new lease of the
Premises for the remainder of the intended duration of this Lease (running
said new lease as and from the date of occurrence of the relevant event)
on terms and conditions similar to those contained in this Lease (and, for
the avoidance of doubt, it is hereby declared that the rent provisions in
said new lease shall be a continuation of the rent provisions in this
Lease) and we, the Guarantor, further bind and oblige ourselves as
aforesaid to pay on demand to the Landlord the whole proper and reasonable
legal costs incurred by the Landlord in regard to such new lease and also
the stamp duty and registration or recording dues thereon (including the
cost of three Extracts) (one for the Guarantor);
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(3) Further, the Guarantor in so far as we are not or may in the future not be
subject to the jurisdiction of the Court of Session, hereby prorogate the
jurisdiction of said Court of Session and bind ourselves to submit to the
jurisdiction of the said Court of Session in relation to all actions at
the instance of the Landlord arising out of or in connection with this
Lease and also in relation to all lawful execution which may follow as a
result of the registration of these presents for execution;
(4) The obligations and others undertaken by the Guarantor in terms of the
foregoing provisions of this Part 7 of the Schedule shall be deemed to
have been discharged by the Landlord with effect from the date of entry
under a permitted assignation of this Lease granted by the said Exult
Limited of its interest as Tenant under this Lease and the provisions of
this Part 7 of the Schedule shall thereupon cease to be of effect.
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PART 8 -- LIST OF ASSUMED ELEMENTS OF REFURBISHMENT WORKS FOR RENT REVIEW
Abbey National House -- Glasgow
Index
1. Landlord's Works (By Exult on behalf of Landlord)
1.1 Electrical Services.
1.2 Mechanical Services and BMS Installation.
1.3 Toilet Areas.
1.4 Builders Work.
1. Landlords Works (by Exult on behalf of Landlord)
1.1 Electrical Services
o Installation of new power supplies for VAV automation.
o New communications cabling for automatic VAV units.
o New containment to house communication cabling.
o Check, test and certify existing electrical services to these zones.
o Re-instate automatic fire alarms and sounders to suit open plan
occupation in full compliance with BS 5839 L1 protection.
o Remove existing and install new circuit wiring and battery packs for
emergency lighting installation to comply fully with BS 5266.
o Remove existing and install new lighting control panels to link to
the current BMS system.
o Install new PIR detection units for lighting control to suit open
plan arrangements.
o Remove existing and install new emergency lighting test facilities.
o Re-test and certify all modified existing lighting circuits.
o Provide new record drawings and electronic data as required.
1.2 Mechanical Services and BMS Installation
o Fit new electronic regulation devices to the existing VAV units.
o Install new PC3 local controllers to communicate with VAV regulators
and local PIR units.
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o Link slaves and master units to suit open plan arrangement.
o Re-commission branch ductwork and rebalance the VAV system in both
zones.
o Reconfigure BMS graphics to accommodate new VAV controllers.
1.3 Toilet Areas -- TSZ 3 and 2 Toilet Numbers T3, T4, T5, T6 and
T7 (see EIC Drawing Number 500.400)
o Strip out existing services and all partition systems sanitary ware
and pipework.
o Refit toilets with new piped services, new floor finishes, IPS
systems, sanitary ware and lighting.
o Modify existing toilet ventilation and re-commission as necessary.
o Supply and install new sanitary ware and finishes to match existing
in new disabled toilet.
1.4 Builderwork
Tea Points
o Strip out and replace existing sink unit/kitchen base unit.
o Deep clean and re-grout tiled wall as required.
o Clean, re-level ceiling system and re-lamp all luminaries.
o Deep clean to tiled floor.
o Redecorate.
Windows and Blinds
o Clean glass and frames.
o Overhead mechanisms and dry clean all perimeter vertical blinds.
Flooring
o Remove existing carpet tiles.
o De-rock all raised floor panels.
o Install new carpets to match second floor specification.
Ceiling
o Replace damaged ceiling tiles and re-level.
o Clean VAV diffusers, ceiling panels and luminaries.
o Re-lamp all luminaries.
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Toilets
o Replace damaged ceiling tiles, re-level and clean.
o Replace all existing luminaries with new low energy fittings --
install PIR detection.
o Remove redundant hand dryers and macerators, replace with new
matching wall panels.
o Replace damaged wall panels/IPS components/sanitary ware.
o Lift existing floor coverings and replace with new non-slip material
to match second floor specification.
o Deep clean, repair/replace and re-grout all wall finishes.
General Decoration
o Repair and redecorate all walls, columns, doors, screens and
skirtings.
o Clean all perimeter heater casings and repair as necessary.
Fire Fighting Equipment
o Re-test and certify as necessary for open plan arrangements.