UK-Bracknell-Market Street-Station House Lease - PDFM Ltd., Quintiles (UK) Ltd. and Quintiles Transnational Corp.
DATED 28 NOVEMBER 1997
PDFM LIMITED
- and -
QUINTILES (UK) LIMITED
- and -
QUINTILES TRANSNATIONAL CORP.
UNDERLEASE
of
LAND AND PREMISES AT STATION HOUSE, MARKET STREET, BRACKNELL
Term: 15 years
Commencing: 14 November 1997
Rent: (pound)1,076,000 per annum
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DATED 28 November
PARTIES
1 Landlord PDFM LIMITED whose registered office is at Triton
Court, 14 Finsbury Square, London EC2A 1PD (Company
registration number 1546400) acting in the capacity
of general partner of PDFM Second Property
Partnership (a limited partnership registered under
the Limited Partnerships Act 1907 of the same
address) ("the Landlord") and
2 Tenant QUINTILES (UK) LIMITED (Company registration number
2120025) whose registered office is at 29 Bedford
Street London WC2E 9ED ("the Tenant") and
3 Guarantor QUINTILES TRANSNATIONAL CORP. a company incorporated
in North Carolina, U.S.A, whose principal corporate
office is at Post Office Box 13979 Research Triangle
Park North Carolina 27709-3979 U.S.A ("the
Guarantor")
OPERATIVE PROVISIONS
1 DEFINITIONS AND INTERPRETATION
1.1 Unless the contrary intention appears, the following definitions apply:
Access Road the roadway shown for identification purposes only
hatched brown on Plan 1050;
Canopy the canopy currently affixed to the east south and
west elevations of Station House at first floor
level;
Car Park the car park shown for identification purposes only
edged yellow on Plan 1050;
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Conducting Media any of the drains, sewers, conduits, flues, gutters,
gullies, channels, ducts, shafts, watercourses,
pipes, cables, wires and mains serving the Premises;
Encumbrances the restrictions, stipulations, covenants, rights,
reservations, provisions and other matters contained,
imposed by or referred to in the documents, brief
particulars of which are set out in schedule 1 part
4;
Insured Risks has the meaning given to it in schedule 3;
Interest interest at the rate of 3% over the base rate of
Barclays Bank PLC from time to time (as well before
as after judgment), or such other comparable rate as
the Landlord may reasonably and properly designate if
the base rate ceases to be published, compounded at
quarterly rests on 31 March, 30 June, 30 September
and 31 December in each year;
Landlord includes all persons from time to time entitled to
the immediate reversion to this Lease;
Landscaped Area that part of the Premises shown for the purposes of
identification only hatched green on Plans 5297/400
and 1050;
Lease is a reference to this underlease and includes any
documents supplemental to this Lease;
Measuring Code the latest edition of the Code of Measuring Practice
published from time to time by the Royal Institution
of Chartered Surveyors and the Incorporated Society
of Valuers and Auctioneers;
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New Canopy the canopy currently affixed above the entrance of
the north side of Station House at first floor level
suspended from the under surface of the second floor
slab and from the front elevation as shown for
identification purposes only cross hatched blue on
Plan 5297/401;
Outgoings (in relation to the Premises) all non-domestic rates,
(including rates for unoccupied property), water
rates, water charges and all existing and future
rates, taxes, charges, assessments, impositions and
outgoings whatsoever (whether parliamentary or local)
which are now or may at any time be payable, charged
or assessed on property, or the owner or occupier of
property, but "taxes" in this context does not
include value added tax, nor any taxes imposed on the
Landlord in respect of the yearly rent reserved by
this Lease, or in respect of a disposal of the
interest in immediate reversion to this Lease;
Permitted Part the first floor and the second floor of the Premises
together or one other entire individual floor of the
Premises;
Planning Acts "the consolidating Acts" as defined in the
Planning (Consequential Provisions) Act 1990 and any
other legislation relating to town and country
planning in force from time to time;
Premises the property described in schedule 1 part 1 and each
part of the Premises and includes plant and
equipment, improvements and additions made to, and
fixtures, fittings and appurtenances in, the
Premises;
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Station
Forecourt the station forecourt shown for identification
purposes only cross hatched brown on Plan 1050
together with the airspace above the surface of the
forecourt up to the undersurface of the second floor
slab of Station House (but excluding the airspace
occupied by the stanchions and columns supporting
Station House);
Station House the office building comprising part ground and a
further seven floors forming part of the Premises
known as Station House Market Street Bracknell shown
for identification purposes only edged red on each of
the Plans attached to this Lease and includes any
additions or improvements made to it;
Superior
Landlord's
Premises all those premises constructed as part of the
buildings of which Station House forms part up to the
undersurface of the first floor slab of the Premises
as shown for identification purposes only edged in
blue on Plan 1050 and Plan 5297/400;
Superior Lease the lease under which the Landlord holds its interest
in the Premises and also any leasehold reversion
(whether immediate or not) to such lease;
Superior
Landlord the holder of a reversion whether immediate or not to
the lease under which the Landlord holds its interest
in the Premises;
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Tenant includes the Tenant's successors in title and assigns
in whom this Lease may for the time being be vested;
Term the term of years granted by this Lease;
Unsecured
Underletting an underletting of the whole or a Permitted Part of
the Premises in relation to which the underlessor and
the underlessee have agreed to exclude the provisions
of sections 24 to 28 of the Landlord and Tenant Act
1954 and their agreement to do so has been duly
authorised beforehand by the court; and
Up Platform the platform of Bracknell Station from which trains
leave from Bracknell Station for Waterloo Station.
1.2 Any obligation on a party to this Lease to do any act includes an
obligation to procure that it is done.
1.3 Where the Tenant is placed under a restriction in this Lease, the
restriction includes the obligation on the Tenant not to permit or
allow the infringement of the restriction by any person.
1.4 References to liability include, where the context allows, claims,
demands, proceedings, damages, losses, costs and expenses.
1.5 The clause and paragraph headings in this Lease are for ease of
reference only and are not to be taken into account in the construction
or interpretation of any provision to which they refer.
1.6 Unless the contrary intention appears, references:
1.6.1 to numbered clauses and schedules are references to the relevant clause
in, or schedule to, this Lease; and
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1.6.2 to a numbered paragraph in any schedule are references to the relevant
paragraph in that schedule.
1.7 Words in this Lease denoting the singular include the plural meaning
and vice versa.
1.8 References in this Lease to any statutes or statutory instruments
include any statute or statutory instrument amending, consolidating or
replacing them respectively from time to time in force, and references
to a statute include statutory instruments and regulations made
pursuant to it.
1.9 Words in this Lease importing one gender include both other genders,
and may be used interchangeably, and words denoting natural persons,
where the context allows, include corporations and vice versa.
1.10 For the purposes of this Lease, two companies are members of the same
group if one is the subsidiary of the other, or both are subsidiaries
of a third company, "subsidiary" having the meaning given to it in
section 736 of the Companies Act 1985.
1.11 At any time that the parties of the second or third parts to this Lease
are two or more persons, the expression "the Tenant" or "the Guarantor"
includes the plural number, and obligations in this Lease expressed or
implied to be made with or by the Tenant or the Guarantor are to be
treated as made with or by such individuals jointly and severally.
2 THE LETTING TERMS
In consideration of the rent reserved by, and the covenants in, this
Lease:
2.1 the Landlord at the request of the Guarantor lets to the Tenant:
2.1.1 all the Premises;
2.1.2 together with the rights set out in schedule 1 part 2; and
2.1.3 except and reserved to the Landlord the rights set out in schedule 1
part 3;
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2.2 for the term of 15 years commencing on 14 November 1997 subject to the
Encumbrances;
2.3 the Tenant paying during the Term:
2.3.1 the yearly rent of (pound)1,076,000 (subject to revision under schedule
2) by equal quarterly payments in advance on the usual quarter days in
every year, the first (or a proportionate part) of such payments in
respect of the period commencing on 24 June 1998 and ending on the
following quarter day to be made on 24 June 1998;
2.3.2 as additional rent:
2.3.2.1 the monies payable by the Tenant under schedule 3 commencing
on 14 November 1997;
2.3.2.2 Interest payable by the Tenant under the terms of this Lease;
and
2.3.2.3 such value added tax as may be chargeable on the rent and the
other additional rents reserved by this Lease.
3 TENANT'S COVENANTS
The Tenant covenants with the Landlord during the Term and any
statutory extension of the tenancy created by this Lease as follows.
3.1 RENT
3.1.1 To pay the yearly rent reserved by this Lease, free from any deductions
and rights of set-off, at the times and in the manner required in
clause 2.3.1 and by means of a standing order to the Landlord's bank
account.
3.1.2 To pay the additional rents reserved by this Lease at the times and in
the manner specified.
3.2 INTEREST
3.2.1 To pay Interest on so much of the rents, reviewed rents, and other
monies payable under this Lease as remain unpaid seven days after they
have become due from the date that they became due until the payment is
made to the Landlord.
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3.2.2 To pay Interest under clause 3.2.1 for any period during which the
Landlord properly refuses to accept the tender of payment because of an
unremedied breach of covenant of the Tenant.
3.3 OUTGOINGS AND CONTRIBUTIONS
3.3.1 To pay Outgoings.
3.3.2 To reimburse the Landlord for loss of relief from non-domestic rates
for unoccupied property which would have been available to the Landlord
in respect of vacancy of the Premises after the termination of this
Lease but for the allowance of relief to the Tenant during the Term.
3.3.3 To pay for all gas, water, telecommunications and electricity consumed
on the Premises, all charges for meters, and all standing charges.
3.3.4 To pay to the Landlord on demand a fair and proper proportion (to be
determined by the Landlord or the Landlord's surveyor) of the
reasonable expense properly incurred in cleaning, lighting, repairing,
renewing, decorating, maintaining and rebuilding whenever necessary:
3.3.4.1 any party walls, lifts, fences, gutters, drains, roadways,
pavements, entrance ways, stairs and passages, access ways and
service areas which are or may be used or enjoyed by an
occupier of the Premises in common with any other person or
persons; and
3.3.4.2 the Station Forecourt; and
3.3.4.3 the Access Road; and
3.3.4.4 the automatic barrier to the entrance and exit of the Car Park
and the lighting equipment situated on it used for the parking
of vehicles.
3.4 REPAIR
3.4.1 Well and substantially to repair, maintain and clean the Premises and
to keep the Premises in good and substantial repair, maintained and in
clean condition (except in respect of damage by Insured Risks as
allowed in schedule 3).
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3.4.2 The Tenant's liability under clause 3.4.1 excludes the underside of the
Canopy.
3.5 DECORATIONS
3.5.1 To decorate the inside of the Premises in the year 2002 and from then
in every subsequent fifth year of the Term and in the last three months
of the Term (however it may terminate) with two coats of good quality
paint or good quality polish, and with paper for those parts normally
papered, or other suitable and appropriate materials of good quality,
in a workmanlike manner (the decorations in the last three months of
the Term to be executed in such colours, patterns and materials as the
Landlord may reasonably and properly require), provided that the Tenant
shall not be required to decorate more than once in any twelve month
period.
3.5.2 To decorate the exterior of the Premises in the year 2002 and from then
in every subsequent fifth year of the Term and also in the last three
months of the Term (however it may terminate) with two coats of good
quality paint or polish, or other suitable material of good quality, in
a proper and workmanlike manner, provided that the Tenant shall not be
required to decorate more than once in any twelve month period.
3.5.3 Not without the consent of the Landlord not to be unreasonably withheld
or delayed to alter, cover up or change any part of the architectural
decorations or the external colour of the Premises, provided that the
Landlord is deemed to be acting reasonably if consent is refused or
withheld by the Superior Landlord.
3.6 LANDLORD'S RIGHT OF INSPECTION AND RIGHT OF REPAIR
3.6.1 To permit the Landlord and its employees or agents at all reasonable
and proper times and upon reasonable notice to enter the Premises and
examine their condition and also to take a schedule of fixtures and
fittings in the Premises.
3.6.2 If any breach of covenant, defect, disrepair, removal of fixtures and
fittings or unauthorised alterations or additions are found on
inspection for which the Tenant is liable, then, on notice from the
Landlord, to execute to the reasonable and proper satisfaction of the
Landlord or its surveyor all repair works, replacements or
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removals required within two months or such longer period as the
Landlord may reasonably deem necessary (or sooner if necessary) after
receipt of notice.
3.6.3 If the Tenant fails to comply with a notice under clause 3.6.2, the
Landlord may itself or by its workpeople or agents enter the Premises
and execute the repairs, works, replacements or removals such entry to
be at reasonable times and upon reasonable notice.
3.6.4 To pay to the Landlord on demand all reasonable expenses properly
incurred under clause 3.6.3 (the expenses and any Interest on them to
be recoverable as rent in arrear).
3.7 YIELD UP IN REPAIR AT THE END OF THE TERM
At the termination of this Lease or at such later time as the Landlord
recovers possession of the Premises from the Tenant:
3.7.1 quietly to yield up the Premises (with all additions and improvements
to the Premises and all fixtures in the Premises, other than tenant's
fixtures and fittings which the Tenant may be entitled to remove)
repaired, maintained, cleaned, decorated and kept in accordance with
the Tenant's covenants in this Lease (except in respect of damage by
Insured Risks as allowed in schedule 3);
3.7.2 if so requested by the Landlord, to remove from the Premises all the
Tenant's belongings, that is to say trade fixtures and fittings and all
notices, notice boards and signs bearing the name of, or otherwise
relating to, the Tenant (including in this context any persons deriving
title to the Premises under the Tenant) or its business; and
3.7.3 to make good to the reasonable satisfaction of the Landlord all damage
to the Premises resulting from the removal of the Tenant's belongings
from the Premises.
3.8 LANDLORD'S RIGHT OF ENTRY FOR REPAIRS, ETC
3.8.1 To permit when necessary the Landlord, the Superior Landlord or other
owners, tenants or occupiers of any adjoining or neighbouring property
and their respective agents, workmen and employees to enter the
Premises at reasonable and proper
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times, after giving to the Tenant at least 48 hours written notice
(except in an emergency):
3.8.1.1 to alter, maintain or repair the adjoining premises or
property of the Landlord or person so entering; or
3.8.1.2 to construct, alter, maintain, repair or fix anything serving
such property and running through or on the Premises; or
3.8.1.3 to comply with an obligation in the Superior Lease or with an
obligation to any third party having legal rights over the
Premises; or
3.8.1.4 in exercise of a right or to comply with an obligation of
repair, maintenance or renewal under this Lease; or
3.8.1.5 in connection with the development of any adjoining or
neighbouring land or premises, including the right to build on
or into, or extend, any boundary wall of the Premises.
3.8.2 On becoming aware of any defect in the Premises, which are "relevant
defects" for the purposes of section 4 of the Defective Premises Act
1972, to give notice of them to the Landlord.
3.9 ALTERATIONS
3.9.1 Not to make any alterations or additions to, or affecting the structure
or exterior of, the Premises, or the appearance of the Premises as seen
from the exterior provided that on the basis that the Tenant does not
invalidate any roof or other guarantee in existence from time to time
and provides the Landlord with details of the works before they are
commenced and promptly supplies copies of the "as built" plans once the
works are completed the Tenant shall be entitled without consent to
erect any telecommunications or security equipment on the roof or the
exterior of the Premises.
3.9.2 Not without the consent of the Landlord such consent not to be
unreasonably withheld or delayed to make any other alterations or
additions to the Premises (but the erection, alteration or removal by
the Tenant of internal demountable partitioning, and consequential
adjustments of ducting, ceiling tiles, light fittings
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and wiring, is authorised without such consent if the plans of the
partitions (or details of the alteration or removal of partitioning)
are immediately deposited with the Landlord within a reasonable period
of completion of the works).
3.9.3 Not to install or erect any exterior lighting, shade, canopy or awning
or other structure in front of, or elsewhere outside, the Premises
3.9.4 On the termination of this Lease, to the extent required by the
Landlord, to reinstate the Premises to the condition in which they were
at the grant of this Lease, such reinstatement to be carried out to the
reasonable and proper satisfaction of the Landlord or the Landlord's
surveyor.
3.9.5 To procure that any external or structural alterations or additions to
the Premises permitted by the Landlord under clause 3.9.1 or any major
internal alterations permitted by the Landlord under clause 3.9.2 be
carried out only by a reputable contractor approved by the Landlord
(such approval not to be unreasonably withheld).
3.9.6 To comply with the provisions of Schedule 6 of the Superior Lease.
3.10 ALIENATION
3.10.1 Not to assign or charge or underlet part only of the Premises, other
than a Permitted Part where clause 3.10.3 shall apply.
3.10.2 Not to assign or charge this Lease without the consent of the Landlord
but, subject to the operation of the following provisions of this
clause 3.10.2, such consent is not to be unreasonably withheld or
delayed.
3.10.2.1 The Landlord may, in addition to reasonable and proper
grounds, withhold its consent to an application by the Tenant
for licence to assign this Lease unless (for the purposes of
section 19(1A) of the Landlord and Tenant Act 1927) the
conditions in this clause 3.10.2.1 are met; that:
(a) at the time of the assignment, there are no arrears
of rent or other monies due to the Landlord;
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(b) at the time of assignment, the Tenant and any
Guarantor of the Tenant each enter into an authorised
guarantee agreement, the operative provisions of
which are in the form required in schedule 4 part 2;
and/or
(c) on an assignment by the Tenant to a company which is
another member of the same group of companies, the
ultimate holding company (unless it is the assignee,
or it would itself be giving an authorised guarantee
agreement), enters into a guarantee (the operative
provisions of which are in the form required in
schedule 4 part 1) but if the ultimate holding
company would otherwise be released from liability,
the Landlord may require another substantial member
of the group to give the guarantee.
3.10.2.2 On an assignment by the Tenant, the Landlord may require, if
it is reasonable and proper to do so, a guarantee of the
tenant covenants of the assignee from a guarantor who is
reasonably and properly acceptable to the Landlord (the
operative provisions of which are in the form required in
schedule 4 part 1).
3.10.3 Not to underlet the whole or a Permitted Part of the Premises without
the consent of the Landlord (such consent not to be unreasonably
withheld or delayed).
3.10.4 On the grant of an underlease, to obtain covenants by deed from the
underlessee direct with the Landlord in such form as the Landlord may
reasonably require that the underlessee will:
3.10.4.1 not assign, subunderlet or charge part only of the premises
underlet;
3.10.4.2 not part with or share possession or occupation of the whole
or any part of the premises underlet, nor grant rights to
third parties over them except by a permitted assignment or
subunderletting;
3.10.4.3 not assign, or charge or subunderlet the whole of the premises
subunderlet without obtaining the previous consent of the
Landlord
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under this Lease such consent not to be unreasonably withheld
or delayed;
3.10.4.4 provide for the inclusion in any subunderleases granted out of
the underlease (whether immediate or mediate) of covenants to
the same effect as those contained in this clause 3.10.4 and
clause 3.10.5.
3.10.5 On the grant of any underlease:
3.10.5.1 to include provisions for the revision of the rent reserved by
the underlease in an upward-only direction to correspond in
time and effect with the provisions for the revision of rent
in this Lease;
3.10.5.2 not to reserve or take a premium or fine;
3.10.5.3 to reserve a rent which is the market rent at the time of the
grant of the underlease (assessed in accordance with the
principles in schedule 2) or (where only part of the Premises
is underlet) the proportionate part of the market rent of the
Premises (such proportion to be approved by the Landlord);
3.10.5.4 to include provisions in the underlease to the same effect as
those in clause 3.10.2; and
3.10.5.5 to include such underlessee covenants as are not inconsistent
with, or impair the due performance and observance of, the
covenants of the Tenant in this Lease.
3.10.6 Not to underlet a Permitted Part of the Premises except by way of
Unsecured Underletting.
3.10.7 Not (except by assignment or underletting permitted under this clause
3.10) to:
3.10.7.1 part with or share possession or occupation of the whole or
any part of the Premises; or
3.10.7.2 grant any rights over the Premises to third parties.
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3.10.8 The preceding provisions of this clause 3.10 do not apply to any
parting with possession or occupation or the sharing of occupation or
sub-division of the Premises to or with any member of a group of
companies of which the Tenant is itself a member if:
3.10.8.1 the interest in the Premises so created is and remains no more
than a tenancy at will; and
3.10.8.2 the possession, occupation or subdivision are immediately
terminated if the Tenant and the relevant member cease for any
reason to be members of the same group of companies.
3.11 REGISTRATION OF DISPOSITIONS OF THIS LEASE
Within one month after a disposition of this Lease (a disposition being
an assignment, charge, transfer, underlease, assignment or surrender of
any underlease, or, on any transmission by death or otherwise,
documentary evidence of devolution affecting the Premises):
3.11.1 to produce the document effecting the disposition (and in each case a
certified copy for retention by the Landlord) to the Landlord's
solicitors; and
3.11.2 to pay to the solicitors a reasonable fee they reasonably and properly
require for the registration and also any registration fees properly
payable to the Superior Landlord.
3.12 ENFORCEMENT OF UNDERLEASES
3.12.1 Not without the consent of the Landlord such consent not to be
unreasonably withheld or delayed to vary the terms, or waive the
benefit, of any underlessee covenants or conditions in an underlease of
the Premises.
3.12.2 Not without the consent of the Landlord such consent not to be
unreasonably withheld or delayed to accept a surrender of any
underlease of the Premises.
3.12.3 Diligently to enforce the underlessee covenants and conditions in any
underlease of the Premises and (if reasonably and properly required by
the Landlord) to exercise by way of enforcement the powers of re-entry
in the underlease.
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3.12.4 Not without the consent of the Landlord to accept any sum or payment in
kind by way of commutation of the rent payable by an underlessee of the
Premises.
3.12.5 Not to accept the payment of rent from an underlessee of the Premises
otherwise than by regular quarterly (or more frequent) payments in
advance.
3.12.6 Duly and punctually to exercise all rights to revise the rent reserved
by an underlease of the Premises, and not to agree a revised rent with
an underlessee without the approval of the Landlord (such approval not
to be unreasonably withheld or delayed).
3.13 USER
3.13.1 Not to use the Premises otherwise than as offices and for purposes
ancillary to that use.
3.13.2 Nothing in this Lease implies or is to be treated as a warranty to the
effect that the use of the Premises for those purposes is in compliance
with the Planning Acts and all other statutes and regulations relating
to town and country planning from time to time in force.
3.14 RESTRICTIONS AFFECTING USE OF THE PREMISES
3.14.1 Not to erect nor install in the Premises any engine, furnace, plant or
machinery which causes noise, fumes or vibration which can be heard,
smelled or felt outside the Premises.
3.14.2 Not to store any petrol or other specially inflammable, explosive or
combustible substance in the Premises.
3.14.3 Not to use the Premises for any noxious, noisy or offensive trade or
business nor for any illegal or immoral act or purpose.
3.14.4 Not to hold any sales by auction on the Premises.
3.14.5 Not to hold in or on the Premises any exhibition, public meeting or
public entertainment.
3.14.6 Not to permit livestock of any kind to be kept on the Premises.
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3.14.7 Not to do anything in the Premises which may be or grow to be a
nuisance, annoyance, disturbance, inconvenience or damage to the
Landlord or to the owners, tenants and occupiers of adjoining and
neighbouring properties.
3.14.8 Not to load or use the floors, walls, ceilings or structure of the
Premises so as to cause strain, damage or interference with the
structural parts, loadbearing framework, roof, foundations, joists and
external walls of the Premises.
3.14.9 Not to overload the lifts, electrical installation or Conducting Media
in the Premises.
3.14.10 Not to do or omit to do anything which may interfere with or which
imposes an additional loading on any ventilation, heating,
air-conditioning or other plant or machinery serving the Premises.
3.14.11 Not to use the Premises as a betting shop or betting office.
3.14.12 Not to use the Premises for the sale of alcoholic liquor for
consumption either on or off the Premises provided always that the sale
of alcoholic liquor in a staff canteen or at staff functions shall not
be a breach of this provision.
3.14.13 Not to allow any person to sleep in the Premises nor to use the
Premises for residential purposes.
3.14.14 Not to accumulate trade empties on the Premises.
3.14.15 Not to place, leave or install any articles, merchandise, goods or
other things in front of or elsewhere outside the Premises.
3.14.16 Not to permit the drains to be obstructed by oil, grease or other
deleterious matter, but to keep the Premises and the drains serving the
Premises thoroughly cleaned.
3.14.17 Save where paragraphs 1 or 2 of Schedule 1 (Part 2) otherwise provide
not to use any part of the Station Forecourt or the Access Road for the
parking of vehicles nor to impede or obstruct use by any other person
of the Station Forecourt or the Access Road.
3.14.18 Loading and unloading shall take place outside of peak hours for the
arrival and departure of passengers at Bracknell Station which are
6.30am to 9.30am
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and 3.30pm to 7.00pm except by special arrangement with the Station
Manager or other senior representative responsible for the Superior
Landlord's Premises provided always that the Tenant shall be entitled
to use the three car parking spaces referred to in paragraph 2.2 of
part 2 of schedule 1 for the purposes of loading and unloading at any
time and normal office deliveries such as post and couriers shall not
be a breach of this clause.
3.14.19 Not to install or renew a video security system at the Premises without
first affording to the Superior Landlord the opportunity to participate
in an integrated security system for Station House and Bracknell
Station and without the consent of the Superior Landlord (such consent
not to be unreasonably withheld or delayed).
3.14.20 Not to use or make alterations to the Landscaped Area which would
affect the safety or stability of the railway and Station House or
would inhibit emergency access to the railway.
3.14.21 Not otherwise to change the use of or make alterations to the
Landscaped Area without the consent of the Landlord and the Superior
Landlord (such consents not to be unreasonably withheld or delayed).
3.14.22 To be responsible for obtaining and maintaining a fire certificate and
a health and safety file in relation to the Premises throughout the
Term.
3.15 ADVERTISEMENTS AND SIGNS
3.15.1 Not to place or display on the exterior or the windows of the Premises
or inside the Premises so as to be visible from the exterior of the
Premises any name, writing, notice, sign, illuminated sign, display of
lights, placard, poster, sticker or advertisement other than:
3.15.1.1 a suitable sign of a size and kind first approved by the
Landlord or the Landlord's surveyor (such approval not to be
unreasonably withheld or delayed) showing the Tenant's name
and trade;
3.15.1.2 a suitable sign or notice board for the sale or letting of the
Tenant's interest in the Premises and those deriving title
from the Tenant;
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3.15.1.3 such other notices as the Landlord may in its absolute
discretion approve.
3.15.2 If any name, writing, notice, sign, placard, poster, sticker or
advertisement is placed or displayed in breach of these provisions, to
permit the Landlord to enter the Premises and remove such name,
writing, notice, sign, placard, poster, sticker or advertisement and to
pay to the Landlord on demand the reasonable expense of so doing.
3.15.3 The Tenant shall not fix or place in the Premises any sign placard or
advertisement so as to interfere with the safe operation of the
Superior Landlord's railway.
3.16 COMPLIANCE WITH STATUTES, ETC
3.16.1 Except where such liability may be expressly within the Landlord's
covenants in this Lease to comply in all respects with the provisions
of all statutes from time to time, and the requirements of any
competent authority, relating to the Premises or anything done in or on
them by the Tenant, and to keep the Landlord indemnified against
liability in consequence of the Tenant's failure to comply.
3.16.2 In particular (but without affecting the general operation of clause
3.16.1):
3.16.2.1 to execute all works and do all things on or in respect of the
Premises which are required under the Offices, Shops and
Railway Premises Act 1963;
3.16.2.2 to comply with all requirements under any present or future
statute, order, bylaw or regulation as to the use or
occupation of, or otherwise concerning, the Premises; and
3.16.2.3 to execute with all due diligence (commencing work within two
months or sooner if necessary and then proceeding
continuously) all works to the Premises for which the Tenant
is liable under this clause 3.16 and of which the Landlord has
given notice to the Tenant;
and, if the Tenant does not comply with clause 3.16.2.3, to permit the
Landlord to enter the Premises to carry out the works, and to indemnify
the Landlord on demand for the reasonable expenses properly incurred of
so doing (including
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professional fees), such expenses and any Interest on them to be
recoverable as rent in arrear.
3.17 PLANNING PERMISSIONS
3.17.1 Not without the consent of the Landlord (such consent not to be
unreasonably withheld or delayed) to make any application under the
Planning Acts, to any local planning authority for permission to
develop, including change of use of, the Premises.
3.17.2 To indemnify the Landlord against any development charges, other
charges and expenses payable in respect of planning applications and to
reimburse to the Landlord the reasonable costs it may properly incur in
connection with such consent.
3.17.3 To keep the Landlord indemnified against any reasonable expense
properly incurred in consequence of the use of the Premises reverting
to the use existing before the application was made.
3.17.4 As soon as reasonably practical but at least within seven days of
receipt by the Tenant to give the Landlord full particulars in writing
of the grant of planning permission.
3.17.5 Not to implement any planning permission if the Landlord makes
reasonable and proper objection to any of the conditions subject to
which it has been granted.
3.18 COMPLIANCE WITH TOWN PLANNING AND ENVIRONMENTAL REQUIREMENTS
3.18.1 To perform and observe the requirements of the Planning Acts and all
other statutes and regulations relating to town and country planning
and environmental protection applying to the Premises, and to obtain
any development or other consent, permit or licence by reason of the
development, or manner of use, of or on the Premises by the Tenant.
3.18.2 To keep the Landlord indemnified against liability by reason of the
Tenant's failure to obtain any requisite development or other consent,
permit or licence or in complying with the requirements of statutes and
regulations.
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3.18.3 To give full particulars to the Landlord of any notice or proposal for
a notice, or order or proposal for an order, made, given or issued to
the Tenant under the Planning Acts and all other statutes or
regulations relating to town and country planning, environmental
protection or otherwise within seven days after receipt by the Tenant.
3.18.4 As soon as is reasonably practicable to take all reasonable and
necessary steps to comply with any such notice or order.
3.18.5 At the request and cost of the Landlord, to make or join with the
Landlord in making such objections or representations against or in
respect of any proposal for such a notice or order as the Landlord may
consider expedient unless it shall be demonstrably contrary to the
interests of the Tenant as occupier to do so.
3.19 CLAIMS MADE BY THIRD PARTIES
3.19.1 To keep the Landlord indemnified against liability in respect of any
accident, loss or damage to person or property in the Premises.
3.19.2 To keep the Landlord indemnified against liability to third parties by
reason of breach by the Tenant of its obligations in this Lease.
3.20 EXPENSES OF THE LANDLORD
To pay to the Landlord on demand all reasonable expenses (including
bailiffs and professional fees) properly incurred by the Landlord:
3.20.1 incidental to or in proper contemplation of the preparation and service
of a schedule of dilapidations during or after the termination of this
Lease and/or a notice under sections 146 and 147 of the Law of Property
Act 1925, even if forfeiture is avoided otherwise than by relief
granted by the court;
3.20.2 in the recovery or attempted recovery of arrears of rent or additional
rent due from the Tenant; and
3.20.3 in connection with every application for any consent or approval made
under this Lease (whether or not consent or approval is given save
where any refusal is not lawfully made).
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3.21 OBSTRUCTION OF WINDOWS OR LIGHTS AND EASEMENTS
3.21.1 Not to stop up or obstruct any windows of the Premises or any other
buildings belonging to the Landlord.
3.21.2 Not to permit any easement or similar right to be made or acquired
into, against or on the Premises.
3.21.3 Where any such easement or right is or is attempted to be acquired,
immediately to give notice of the circumstances to the Landlord, and at
the request and cost of the Landlord to adopt such course as it may
reasonably and properly require for preventing the acquisition of the
easement or right.
3.22 CLEANING OF WINDOWS
To keep the interior and exterior glass in the windows of the Premises
clean.
3.23 VALUE ADDED TAX
3.23.1 To pay value added tax on taxable supplies of goods and services made
by the Landlord in connection with this Lease, for which the
consideration is to be treated as exclusive of value added tax
chargeable on the payment.
3.23.2 Where the Landlord is entitled under this Lease to recover from the
Tenant the costs of goods and services supplied to the Landlord, but in
respect of which the Landlord makes no taxable supply to the Tenant, to
indemnify the Landlord against so much of the input tax on the cost for
which the Landlord is not entitled to credit allowance under section 26
of the Value Added Tax Act 1994.
3.24 NOTICES TO LET AND FOR SALE
3.24.1 To allow the Landlord or its agents to enter the Premises upon
reasonable notice and at any reasonable time:
3.24.1.1 (unless the Tenant has served notice (under section 26 of the
Landlord and Tenant Act 1954) on the Landlord to renew its
lease) within six months before the termination of this Lease
to fix on the Premises a notice board for reletting the
Premises; and
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3.24.1.2 to fix on some part of the Premises a notice board for the
sale of the interest of the Landlord;
provided that the boards do not interfere with the access of light and
air to the Premises and do not materially interfere with the Tenant's
use and enjoyment of the Premises.
3.24.2 Not to remove or obscure any such notice board.
3.24.3 To permit all persons authorised by the Landlord or its agents to view
the Premises upon reasonable notice (at reasonable and proper hours)
without interruption in connection with any such letting or sale.
3.25 ENCUMBRANCES
To observe and perform by way of indemnity only the obligations and
restrictions comprising the Encumbrances so far as they relate to the
Premises and are capable of being enforced, and to keep the Landlord
indemnified against liability for the breach of the obligations and
restrictions.
3.26 SUPERIOR LEASE COVENANTS
Not to do anything which would constitute a breach of the tenant's
covenants and conditions in the Superior Lease and in the event of
conflict the Tenant's covenants contained herein shall prevail.
4 PROVISOS
The parties agree to the following provisos.
4.1 PROVISO FOR RE-ENTRY
4.1.1 The Landlord may terminate this Lease by re-entering the Premises (or a
part of them) itself or by an authorised agent if:
4.1.1.1 any rent remains unpaid twenty-one days after becoming due for
payment (whether or not formally demanded); or
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4.1.1.2 the Tenant fails to perform or observe any of its covenants or
the conditions in this Lease or allows any distress or
execution to be levied on its goods; or
4.1.1.3 an event of insolvency occurs in relation to the Tenant or any
guarantor of the Tenant.
4.1.2 Re-entry in exercise of the rights in clause 4.1.1 does not affect any
other right or remedy of the Landlord for breach of covenant or
condition by the Tenant occurring before the termination of this Lease.
4.1.3 The expression an event of insolvency in clause 4.1.1 includes:
4.1.3.1 (in relation to a company or other corporation which is the
Tenant or a guarantor) inability of the company to pay its
debts, entry into liquidation whether compulsory or voluntary
(except for the purpose of amalgamation or reconstruction),
the passing of a resolution for a creditors' winding-up, the
making of a proposal to the company and its creditors for a
composition in satisfaction of its debts or a scheme of
arrangement of its affairs, the application to the court for
an administration order, and the appointment of a receiver or
administrative receiver; and
4.1.3.2 (in relation to an individual who is the Tenant or a
guarantor) inability to pay or having no reasonable prospect
of being able to pay his debts, the presentation of a
bankruptcy petition, the making of a proposal to his creditors
for a composition in satisfaction of his debts or a scheme of
an arrangement of his affairs, the application to the court
for an interim order, and the appointment of a receiver or
interim receiver;
and in relation to the various events of insolvency they are, wherever
appropriate, to be interpreted in accordance and conjunction with the
relevant provisions of the Insolvency Act 1986.
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4.2 POWER FOR LANDLORD TO DEAL WITH ADJOINING PROPERTY
4.2.1 The Landlord may deal as it thinks fit with any other property
adjoining or nearby belonging to the Landlord, and may erect or permit
to be erected on such property any buildings irrespective of whether
they affect or diminish the light or air which may now or at any time
be enjoyed by the Tenant in respect of the Premises.
4.2.2 The Landlord may without obtaining any consent from or making any
arrangement with the Tenant, alter, reconstruct or modify in any way or
change the use of the Access Road and the Station Forecourt so long as
proper means of entrance to and exit from the Premises are afforded and
essential services are maintained.
4.3 ARBITRATION OF DISPUTES BETWEEN TENANTS
If any dispute or disagreement at any time arises between the Tenant
and the tenants and occupiers of any adjoining or neighbouring property
belonging to the Landlord relating to the Conducting Media serving, or
easements or rights affecting, the Premises or any adjoining or
neighbouring property, the matter in dispute or disagreement is to be
fairly determined by the Landlord, by which determination the Tenant
shall be bound save in the case of manifest error or as to matters of
law.
4.4 EXEMPTION FROM LIABILITY IN RESPECT OF SERVICES
4.4.1 The Landlord shall not be liable to the Tenant for any loss, damage or
inconvenience which may be caused by reason of:
4.4.1.1 temporary interruption of services during periods of
inspection, maintenance, repair and renewal;
4.4.1.2 breakdown of or defect in any plant and machinery, services or
Conducting Media in the Premises or neighbouring or adjoining
property; or
4.4.1.3 events beyond the reasonable and proper control of the
Landlord.
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4.5 ACCIDENTS
The Landlord shall not be responsible to the Tenant or the Tenant's
licensees nor to any other person for any accident, happening or injury
suffered in the Premises.
4.6 REMOVAL OF PROPERTY AFTER DETERMINATION OF TERM
4.6.1 If, after the Tenant has vacated the Premises following the termination
of this Lease, any property of the Tenant remains in the Premises, and
the Tenant fails to remove it within 14 days after being requested in
writing by the Landlord to do so, the Landlord may as the agent of the
Tenant sell such property and hold the proceeds of sale, after
deducting the reasonable costs and expenses of removal, storage and
sale properly incurred by it, to the order of the Tenant.
4.6.2 The Tenant will indemnify the Landlord against any liability incurred
by it to any third party whose property has been sold by the Landlord
in the bona fide mistaken belief (which is to be presumed unless the
contrary is proved) that it belonged to the Tenant and was liable to be
dealt with as such under this clause 4.6.
4.7 NOTICES, CONSENTS AND APPROVALS
4.7.1 Any notice served under or in connection with this Lease is to be in
writing and to be treated as properly served if compliance is made with
either the provisions of section 196 of the Law of Property Act 1925
(as amended by the Recorded Delivery Service Act 1962) or section 23 of
the Landlord and Tenant Act 1927.
4.7.2 Any consent or approval under this Lease is required to be obtained
before the act or event to which it applies is carried out or done, and
is to be treated as effective only if the consent or approval is given
in writing.
4.7.3 Any notice to be served on the original Tenant shall be addressed to
the office manager at the Premises or such other address as notified to
the Landlord from time to time in writing and shall comply with the
provisions of clause 4.7.1.
4.8 SUPERIOR LANDLORD
4.8.1 The powers, rights, matters and discretions granted and reserved to the
Landlord under this Lease are also granted and reserved to or
exercisable by any Superior
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Landlord, its servants, agents or workpeople to the extent required
under the Superior Lease.
4.8.2 Nothing in this Lease is to be construed as implying that the Superior
Landlord is under any obligation not unreasonably to withhold its
consent or approval in respect of any application for a licence by the
Tenant to the Landlord.
4.8.3 If the Tenant does or proposes to do any matter or thing for which the
consent of the Superior Landlord is required, the Tenant shall bear and
indemnify the Landlord against the cost of obtaining such consent and
all incidental professional fees and disbursements.
4.8.4 The Landlord may, notwithstanding any provision to the contrary
elsewhere in this Lease, withhold consent or approval in any matter
where the Superior Landlord's consent or approval is required, and the
Landlord (having used its reasonable and proper endeavours) is unable
to obtain it.
4.9 EASEMENTS
A person exercising any right of entry granted or reserved under the
Lease must:
4.9.1 exercise the right in a manner which causes as little damage and
inconvenience as is practicable in all the circumstances; and
4.9.2 make good any physical damage caused as soon as is reasonably
practicable.
5 LANDLORD'S COVENANTS
The Landlord covenants with the Tenant as follows.
5.1 QUIET ENJOYMENT
That the Tenant, paying the rents reserved by, and performing the
Tenant's covenants in this Lease, may lawfully and peaceably enjoy the
Premises throughout the Term without interruption by the Landlord or by
any person lawfully claiming through, under or in trust for the
Landlord.
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5.2 SUPERIOR LEASE OBLIGATIONS
5.2.1 To pay the rent reserved by, and observe and perform the covenants of
the tenant and the conditions contained in, the Superior Lease, except
in so far as the covenants fall to be observed and performed by the
Tenant by reason of the obligations of the Tenant in this Lease.
5.2.2 The Landlord acknowledges the right of the Tenant to production and to
take copies of the Superior Lease.
5.3 VALUE ADDED TAX
To provide the Tenant with a valid VAT invoice in respect of payments
made by the Tenant to the Landlord upon which the Tenant has paid VAT.
6 OBLIGATIONS IN SCHEDULES TO THIS LEASE
The Landlord and the Tenant mutually covenant to observe and perform
their respective obligations and the conditions in the schedules.
7 GUARANTEE PROVISION
7.1 GUARANTEE
7.1.1 The Guarantor guarantees to the Landlord that the Tenant will pay the
rents reserved by, and perform and observe the Tenant's covenants in,
this Lease, and the Guarantor will pay and make good to the Landlord on
demand any losses, damages, reasonable costs, and expenses suffered or
properly incurred by the Landlord if the Tenant fails to do so.
7.1.2 The Guarantor also guarantees to the Landlord that the Tenant will
observe and perform its obligations under any authorised guarantee
agreement to be entered into by the Tenant under the terms of this
Lease, and will pay and make good to the Landlord on demand any losses,
damages, costs and expenses suffered or incurred by the Landlord if the
Tenant fails to do so.
7.1.3 For the purposes of this clause 7, references to the "Tenant" are to
the Tenant in relation to whom the Guarantor's guarantee is given but
not to a lawful assignee of that Tenant.
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7.2 NO WAIVER OR RELEASE OF LIABILITY
The Guarantor will not be released from liability under these
provisions because of:
7.2.1 forbearance, the granting of time or other indulgence of the Landlord;
or
7.2.2 a variation of this Lease, and the guarantee of the Guarantor in clause
7.1 is to operate in relation to this Lease as it may be varied from
time to time provided that the Guarantor will not be liable for any
increased liability arising from a variation to which it has not
consented.
7.3 GUARANTOR TO ACCEPT NEW LEASE UPON DISCLAIMER
7.3.1 If this Lease is terminated by re-entry by the Landlord or by
disclaimer, the Guarantor will (on notice given by the Landlord within
three months after the date of termination) take from the Landlord an
underlease of the Premises.
7.3.2 The underlease to be granted to the Guarantor under clause 7.3.1 is to
be on the following terms:
7.3.2.1 the term is to commence on the date of termination or
disclaimer of this Lease and to be equal to the residue of the
Term which would have remained unexpired at that date if this
Lease had not then been terminated or disclaimed;
7.3.2.2 the yearly rent is to be the same as would have been payable
under this Lease if it had not been terminated and, if a rent
review operative from a review date before the grant of the
underlease had not been completed, the Guarantor will complete
the rent review with the Landlord as if it had been the Tenant
under this Lease in order to establish the commencing yearly
rent under the underlease;
7.3.2.3 the underlease is otherwise to be on the same terms and
conditions as would have applied under this Lease if it had
not been terminated; and
7.3.2.4 the Guarantor is to succeed to the rights, and assume the
liability, of the Tenant under this Lease as if the Lease had
not been terminated.
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7.4 SUBORDINATION OF RIGHTS OF THE GUARANTOR
7.4.1 The provisions of clause 7.4.2 are to apply unless the Landlord has no
subsisting claim against the Tenant for non-payment of rent or for
breach of obligation under this Lease.
7.4.2 The Guarantor may not:
7.4.2.1 seek to recover from the Tenant, or any third party whether
directly or by way of set-off, lien, counterclaim or otherwise
or accept any money or other property or security, or exercise
any rights in respect of any sum which may be or become due to
the Guarantor on account of the failure by the Tenant to
observe and perform the tenant covenants in this Lease;
7.4.2.2 (in competition with the Landlord) claim, prove or accept any
payment in a winding-up, liquidation, bankruptcy, composition
with creditors or other form of arrangement on the insolvency
of the Tenant, for money owing to the Guarantor by the Tenant;
nor
7.4.2.3 exercise any right or remedy in respect of any amount paid by
the Guarantor under this Lease or any liability incurred by
the Guarantor in observing, performing or discharging the
obligations and covenants of the Tenant.
7.4.3 The Guarantor warrants that it has not taken, and undertakes with the
Landlord that it will not without the consent of the Landlord take, any
security from the Tenant in respect of this guarantee and, if security
is nevertheless taken, it is to be held on trust for the Landlord as
security for the respective liabilities of the Guarantor and the Tenant
7.5 WAIVER OF RIGHTS
The Guarantor hereby waives its rights pursuant to North Carolina
General Statutes Chapter 26-7 through 26-9
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8 EXPERT DETERMINATION
8.1 In this Lease, where any issue is required to be dealt with by, or
submitted for the determination of, an independent expert, the
following provisions of this clause are to apply but, in case of
conflict with other provisions specifically relating to expert
determination elsewhere in this Lease, those other provisions are to
prevail to the extent of the conflict.
8.2 The expert is to be appointed by the parties jointly, or if they cannot
or do not agree on the appointment, appointed by whichever of the
following is appropriate:
8.2.1 the president from time to time of the Royal Institution of Chartered
Surveyors; or
8.2.2 the president from time to time of the Institute of Chartered
Accountants in England and Wales;
or in either case the duly appointed deputy of the president, or other
person authorised by him to make appointments on his behalf.
8.3 The person so appointed is to act as an expert, and not as an
arbitrator.
8.4 The expert so appointed must afford the parties the opportunity within
such a reasonable and proper time limit as he may stipulate to make
representations to him (accompanied by professional rental valuations,
reports or other appropriate evidence in the relevant circumstances)
and permit each party to make submissions on the representations of the
other.
8.5 The fees and expenses of the expert, including the cost of his
nomination, are to be borne as the expert may direct (but in the
absence of such a direction, by the parties in equal shares), but
(unless they otherwise agree) the parties will bear their own costs
with respect to the determination of the issue by the expert.
8.6 One party may pay the costs required to be borne by another party if
they remain unpaid for more than 21 days after they become due and then
recover these and any incidental expenses incurred from the other party
on demand.
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8.7 If the expert refuses to act, becomes incapable of acting or dies, the
Landlord or the Tenant may request the appointment of another expert in
his stead under paragraph 8.2.
8.8 The determination of the independent expert, except in case of manifest
error, is to be binding on the Landlord and the Tenant.
9 COVENANT STATUS OF THIS LEASE
This Lease is a new tenancy within the meaning of section 1 of the
Landlord and Tenant (Covenants) Act 1995.
10 CHOICE OF JURISDICTION AND CHOICE OF LAW
10.1 This Lease shall be governed by and construed in accordance with
English law.
10.2 The parties hereby irrevocably submit to the non-exclusive jurisdiction
of the English courts for the purpose of bringing and/or enforcing any
claim arising out of or relating to this Lease and the Guarantor hereby
waives any objections it may have to such jurisdiction on the grounds
of lack of personal jurisdiction of any such court or the laying of
venue of any such court or on the basis of forum non-convenience or
otherwise.
10.3 The Guarantor hereby designates appoints and empowers Quintiles
Transnational Corporation, care of The Treasury Department, of Innovex
House, Marlow Park, Bladon, Buckinghamshire SL7 1TB or such other
address as notified to the Landlord from time to time in writing as its
authorised agent for service of process and any other legal documents
in England for the purposes of any such action or proceedings.
10.4 The Guarantor undertakes to pay the reasonable costs properly incurred
in obtaining and enforcing any judgement under the guarantee contained
in this Lease including the cost of any appeal and attorney's fees.
Delivered as a deed on the date of this document.
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SCHEDULE 1
THE PREMISES
PART 1
DESCRIPTION OF THE PREMISES
The land and office premises known as Station House, Market Street, Bracknell
comprised in title number BK335762, including:
1 ALL THAT property situate at ground floor level shown for
identification purposes only edged red on Plan 5297/400
2 ALL THAT the property situate at first floor level comprising the first
floor of Station House shown for identification purposes only edged red
on Plan 5297/401 extending from the level of the undersurface of and
includes the concrete floor slab thereof to the level of the
undersurface of the concrete floor slab now supporting the second floor
of Station House and includes the Canopy and the airspace between the
lower surface of the Canopy and the level of the undersurface of the
concrete floor slab now supporting the second floor of Station House
but EXCLUDING:-
(a) the airspace over the Canopy above the level of the undersurface of the
said second floor floor slab; and
(b) the airspace beneath the undersurface of the Canopy on the south and
west elevations of Station House; and
(c) the airspace above and beneath the New Canopy.
3 ALL THAT the property situate at and above the second floor level as
shown for identification purposes only edged red on Plan 5297/402 and
extending from the level of the undersurface of and includes the
concrete floor slab of the second floor of Station House and includes
all floors and structures and airspace above the same and the soffit
above the Station Forecourt now attached or intended to be attached to
the undersurface of the concrete floor slab supporting the second floor
4 Stanchions columns piles and other foundations supporting all
structural parts of the properties FIRSTLY, SECONDLY and THIRDLY
described to include any
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EXHIBIT A-1
Floor Plan of Ground Floor
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EXHIBIT A-2
Floor Plan of First Floor
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EXHIBIT A-3
Floor Plan of Upper Floor
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EXHIBIT A-4
Location Plan
<PAGE> 39
external coverings affixed thereto and the subsoil beneath the said
stanchions columns piles and other foundations
PART 2
RIGHTS ENJOYED WITH DEMISE
1 OF WAY
A right of way (in common with the Landlord and the Superior Landlord
and all persons authorised by the Landlord and the Superior Landlord)
with or without vehicles at all times and for all purposes in
connection with the use of the Premises over the Station Forecourt and
the Access Road.
2 TO PARK CARS
2.1 A right to park 127 cars upon such part of the Car Park as the
Landlord's Surveyor shall direct from time to time or in the event of
the Car Park being destroyed or otherwise rendered unfit for use upon
such other suitable and proper area in similar proximity to the
Premises as shall be substituted therefor by the Landlord.
2.2 A right to park 3 cars on the forecourt in front of Station House in
the position as shown for identification purposes only hatched blue on
Plan 5297/400 provided that the right contained in this paragraph 2.2
may upon at least one month's prior written notice be suspended during
such period as the Superior Landlord may reasonably require or
terminated if need be:
2.2.1 in connection with the redevelopment of the Superior Landlord's
Premises;
2.2.2 or where circumstances arise relating to the safety of the Superior
Landlord's railway or any person lawfully resorting to the Station
Forecourt and Access Road;
2.2.3 where it is necessary or expedient for the Superior Landlord to do in
the interests of traffic management on the Station Forecourt and Access
Road.
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3 TO INSPECT AND INSTALL CONDUCTING MEDIA
A right subject to prior arrangement with the Superior Landlord's
Surveyor to inspect, maintain, repair, renew, replace or otherwise
install and make connections to the Conducting Media serving Station
House but located on some part of the Superior Landlord's Premises the
Station Forecourt and/or the Access Road and to construct install
maintain renew or replace Conducting Media as may reasonably be
required on the carrying out of any permitted works to the Premises
pursuant to Schedule 6 of the Superior Lease in such alternative
positions as shall be agreed with the Superior Landlord together with
the right of passage of water, soil, gas, electricity and other
services through such Conducting Media as may exist or may hereafter be
so constructed or installed at any time during the Term.
4 TO SUSPEND WINDOW CLEANING CRADLES
A right to suspend and use window cleaning cradles in the airspace
around Station House the Tenant making good forthwith to the
satisfaction of the Superior Landlord's Surveyor all damage caused in
the exercise of such right.
5 TO RUN SERVICES
The free running and passing of water, soil, gas, telecommunications
and electricity coming from and passing through the Superior Landlord's
Premises and any adjoining land or premises belonging to the Landlord
or the Superior Landlord unless for the exclusive use of the Superior
Landlord's Premises or the Superior Landlord's adjoining land.
6 TO RETAIN CANOPY
The right to retain the New Canopy at first floor level.
7 OF SUPPORT
A right of support for the existing foundations columns and stanchions
or any which may replace the same from the subsoil beneath the same.
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8 TO AFFIX SCAFFOLDING
A right from time to time (but only after submitting plans
specifications schedules and methods of working to the Superior
Landlord for approval and obtaining its written approval thereto) to
enter onto and to place or affix on and upon so much of the Station
Forecourt the Up Platform and so much of the Superior Landlord's
adjoining land and the Superior Landlord's Premises as the Superior
Landlord shall agree (acting reasonably) scaffolding for the purpose of
inspecting maintaining repairing altering replacing renewing rebuilding
or redeveloping the Premises in accordance with this Lease.
9 TO AFFIX DECORATIVE FINISHES
A right to affix to the exterior surfaces of the Premises bounding the
Superior Landlord's Premises such decorative finishes or external
coverings as the Tenant may require in accordance with this Lease
subject to the approval of the Superior Landlord.
10 TO MAINTAIN AND REPLACE FOUNDATIONS ETC
The right to maintain repair replace and renew the existing foundations
columns stanchions and floor slabs of the Premises and other buildings
constructed on or forming part of the Premises and in the event of
works being carried out pursuant to Schedule 6 of the Superior Lease
the right to demolish the existing foundations columns stanchions and
floor slabs as may be approved by the Superior Landlord pursuant to the
provisions of Schedule 6 of the Superior Lease in such other positions
over or on the Superior Landlord's Premises and the Station Forecourt
as may be agreed with the Superior Landlord from time to time provided
always that such columns stanchions and associated foundations shall
not be altered replaced or be constructed so as to encroach on the
Superior Landlord's other adjoining land or as to reduce the usable
area or access to the Station Forecourt.
11 TO OVERFLY CRANES
A right to overfly cranes over the Superior Landlord's Premises the
Station Forecourt and the Access Road and the Superior Landlord's other
adjoining land subject to the provisions of paragraph 2(g) of schedule
6 of the Superior Lease.
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12 TO ENTER
A right to enter the Superior Landlord's Premises the Station Forecourt
and the Access Road the Up Platform and the Superior Landlord's
immediately adjoining land not comprising the Superior Landlord's
railway and platforms with all necessary equipment and materials for
the purposes of:
12.1 inspecting the Premises or any part or parts thereof where such
inspection cannot otherwise be reasonably and economically carried out
without such entry and subject to the provisions of schedule 6 of the
Superior Lease to execute building works additions repairs recladding
alterations works of redevelopment in accordance with this Lease and
the like where such works cannot otherwise reasonably and economically
be carried out without such entry;
12.2 exercising any of the rights granted in paragraphs 2-11 inclusive of
this schedule; and
12.3 performing any other Tenant's rights or obligations contained in this
Lease or as may be required by statute which cannot otherwise
reasonably or economically be carried out without such entry.
13 TO ACCESS THE GROUND FLOOR PLANT ROOM
Insofar as the Landlord is able to grant the same and subject to the
rights of Southern Electricity Board a right on prior arrangement with
Southern Electricity Board of access to and egress from the electricity
plant room located on the ground floor of Station House (but excluded
from this demise) for the purpose of operating the electricity switch
gear.
14 TO REMODEL SUPERIOR LANDLORD'S PREMISES
A right to re-model (to include demolishing and rebuilding the Superior
Landlord's Premises and the Station Forecourt if such remodelling
demolishing or rebuilding is reasonably required) as a result of works
being carried out pursuant to the provisions of Schedule 6 of the
Superior Lease.
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15 RIGHTS GRANTED UNDER THIS LEASE BY REFERENCE TO SCHEDULE 6 OF THE
SUPERIOR LEASE
The Tenant is only entitled to exercise rights under Schedule 6 of the
Superior Lease subject to the terms of this Lease and in the event of
any conflict this Lease will prevail.
PART 3
EXCEPTIONS AND RESERVATIONS
1 FREE PASSAGE OF SERVICES ETC
The free and uninterrupted passage of water, steam, soil, air, gas,
electricity and telephone communications from and to any part of any
adjoining or neighbouring property through the Conducting Media
commonly used for those purposes which are now or may in the future but
during the period of eighty years after the date of this Lease be in,
upon or under the Premises.
2 ENTRY
All rights of entry upon the Premises referred to in clauses 3 and 4
and for the purposes of paragraph 4 of schedule 3 provided that in
exercising the said rights the Landlord will comply with any reasonable
conditions imposed by the Tenant cause as little interference as
possible to the Premises and the use and occupation of the Premises by
the Tenant and its lawful undertenants and make good to the reasonable
satisfaction of the Tenant all physical damage thereby caused to the
Premises.
3 MINES AND MINERALS
The mines and minerals in and under the Premises excluding any right of
support from such mines and minerals.
4 FOR BETTER ENJOYMENT OF SUPERIOR LANDLORD'S PREMISES
The right for the Superior Landlord from time to time for the better
use and enjoyment of the Superior Landlord's Premises:
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4.1 to paint decorate or otherwise finish the surfaces of the structural
parts of the Premises where such surfaces enclose and form part of the
Superior Landlord's Premises and the undersurface of the Canopy (or
such structure as may replace the same on any redevelopment or
reinstatement of the Premises or any part thereof under the terms of
this Lease) and to affix thereto such fittings, partitions, heating,
lighting or other equipment, advertisements or signs as it may think
fit subject to first obtaining the approval of the Tenant (such
approval not to be unreasonably withheld) if the works proposed affect
any part of the structure or the appearance of the Premises;
4.2 to have maintain alter and remove any drains, wire and cables extending
beneath the floors of or attached to and solely serving the Superior
Landlord's Premises subject to obtaining the agreement of the Tenant
(not to be unreasonably withheld or delayed) where the removal or
alternative siting of such drains, wires or cables would adversely
affect the support to or stability of the foundations and supports
supporting the Premises;
4.3 to design, affix and maintain such electric lighting, illuminated signs
and public address systems as the Superior Landlord shall from time to
time require on the undersurface of the Canopy on the frontage of
Station House at first floor level;
4.4 to design, affix and maintain such lighting, public address and
security systems as the Superior Landlord shall from time to time
require on the under surface of the second floor slab of Station House
or in such alternative suitable locations as may be agreed by the
Tenant on any reinstatement or redevelopment of Station House pursuant
to the provisions of the Superior Lease.
5 TO LAY CONDUCTING MEDIA ETC
The right from time to time and at all times during the Term (subject
to not overloading the same and notifying the Tenant prior to
exercising the right hereby granted and complying with all of the
Tenant's reasonable requirements in respect of such exercise):
5.1 to fix, construct, connect into place, maintain and use under the
Premises any sewer, drain, watercourse or pipe which may be necessary
for the purposes of the proper operation of the Superior Landlord's
railway undertaking;
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5.2 to erect, fix, maintain and use under the Premises any wires or cables
which may be necessary for the purposes of the proper operation of the
Superior Landlord's undertaking;
5.3 to carry out any works which may in the opinion of the Superior
Landlord acting reasonably be necessary for the proper operation of the
Superior Landlord's undertaking.
6 A RIGHT TO USE ADJOINING PROPERTY
Full right and liberty from time to time for the Landlord and the
Superior Landlord to use their respective adjoining or neighbouring
lands in such manner as they may think fit to build or execute any
works upon such lands provided that the access of light and air to the
Premises and the beneficial use and occupation of the same shall not be
materially affected thereby and the free and uninterrupted exercise of
the rights granted and enjoyed under this Lease are not materially
impeded.
7 EMERGENCY ACCESS
The right in cases of emergency for the Superior Landlord, their
customers, employees and visitors using the Station the Station
Forecourt and the Access Road and for the Landlord to enter and pass
over the Landscaped Area to reach the public highway.
8 ENTRY FOR REPAIRS
The right for the Superior Landlord their respective employees and
contractors and for the Landlord to enter on the Landscaped Area with
or without machinery and equipment for the purpose of carrying out
repairs on or from the Landscaped Area to the railway and Bracknell
Station and to carry out works referred to in paragraph 6.
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PART 4
ENCUMBRANCES
1 The matters entered in and indexed upon the registers of title of title
number BK 335762 except financial charges.
2 Deed of Variation Supplemental Lease and Licence for Alterations dated
18 December 1995 made between Railtrack PLC (1) South West Trains
Limited (2) and the Landlord (3).
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SCHEDULE 2
RENT REVIEWS
1 THE REVIEW DATES
The yearly rent payable under this Lease is to be reviewed on the
expiry of each consecutive period of 5 years of the Term calculated
from commencement (referred to in this schedule as the review date and
the Relevant Review Date shall be construed accordingly) and with
effect on and from the Relevant Review Date, the reviewed rent (as
agreed or determined in accordance with this schedule) is to become
payable as the yearly rent reserved by this Lease.
2 UPWARD-ONLY RENT REVIEWS
The reviewed rent is to be the greater of:
2.1 the yearly rent reserved under this Lease immediately preceding the
Relevant Review Date; and
2.2 the market rent of the Premises at the Relevant Review Date.
3 THE MARKET RENT
For the purposes of this Lease, the expression market rent means the
yearly rent at which the Premises might reasonably and properly be
expected to be let in the open market by a willing landlord to a
willing tenant:
3.1 with vacant possession;
3.2 for a term of 10 years from the Relevant Review Date having a rent
review, in the same terms as this Lease, at the expiry of each period
of five years throughout the term;
3.3 without the payment of a premium by the willing tenant;
3.4 on the basis that the willing tenant would receive as a term of the
letting such a rent-free or concessionary rental period, or other
inducement for fitting out purposes only, as the willing landlord would
negotiate with the willing tenant, and the rate of the market rent
payable by the Tenant from the Relevant Review Date
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would be such as the willing tenant would pay at the expiry of the
rent-free or concessionary rental period, or following the receipt of
the inducement; and
3.5 subject to the provisions of this Lease, other than the length of the
term and the amount of rent, but including these provisions for rent
review;
but on the assumption, if not the fact, that at the Relevant Review
Date:
3.6 the Premises have been fitted out ready for occupation and immediate
use for the willing tenant's business so that the willing tenant would
not require a rent or other allowance at the relevant review date for
that purpose (but this assumption does not affect the operation of
paragraph 4.3);
3.7 in case the Premises have been destroyed or damaged they have been
fully reinstated;
3.8 the Premises are in a state of full repair and the covenants of the
Tenant and the Landlord have been fully observed and performed;
3.9 there is not in operation any statute, order or instrument, regulation
or direction which has the effect of regulating or restricting the
amount of rent of the Premises which might otherwise be payable;
3.10 the Premises may be lawfully used throughout the Term as offices (and
any actual restriction or qualification which may be imposed on such
use by the terms of the user covenant in clause 3 or otherwise is to be
disregarded) and that no capital is required to be expended upon the
Premises to enable them to be so used
3.11 the willing tenant and anyone who may become the tenant is a taxable
person who makes only taxable supplies and no exempt supplies (words
and expressions used in this paragraph 3.12 having the meanings
assigned to them respectively in the Value Added Tax Act 1994 and the
regulations made under that act) and that demand for the Premises on
the open market would not be reduced by reason of the Landlord having
elected to waive exemption from value added tax in respect of them
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3.12 the Tenant has received a satisfactory amount of money from the
Landlord to cover future liability for the repair of the Canopy and the
column casings beneath the Canopy
4 MATTERS TO BE DISREGARDED
In agreeing or determining the market rent, the effect upon it of the
following matters are to be disregarded:
4.1 the occupation of the Premises by the Tenant;
4.2 any goodwill attached to the Premises by reason of the carrying on at
the Premises of the business of the Tenant;
4.3 any improvements to the Premises made by the Tenant with the consent of
the Landlord other than those:
4.3.1 made in pursuance of an obligation to the Landlord;
4.3.2 completed by the Tenant more than 21 years before the Relevant Review
Date; or
4.3.3 for which the Landlord has made a financial contribution to the extent
of the contribution; and
4.4 any works carried out by the Tenant which have diminished the market
rent;
and in this paragraph 4, reference to "the Tenant" includes
predecessors-in-title to the Tenant, and subtenants of the Tenant or of
the predecessors-in-title of the Tenant.
5 PROCEDURE FOR DETERMINATION OF MARKET RENT
5.1 The Landlord and the Tenant are to endeavour to agree the market rent
at any time not being earlier than six months before the Relevant
Review Date, but if they have not agreed the market rent three months
before the Relevant Review Date the amount of the market rent is to be
determined by reference to an independent expert.
5.2 The independent expert to be nominated shall be a valuer and chartered
surveyor having not less than ten years' experience of rental valuation
of property being put
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to the same or similar use as the Premises and of property in the same
region in which the Premises are situated.
5.3 The provisions in this Lease relating to expert determination
proceedings shall apply as supplemented by the provisions of this
paragraph 5.
5.4 If the expert refuses to act, becomes incapable of acting or dies the
Landlord or the Tenant may require the appointment of a replacement
expert (as the case may be) in the same manner as applied to the
original appointment but without further right of election under
paragraph 5.1 on the part of the Landlord.
The provisions of clause 8 are to apply to the determination of the
expert to the extent that they do not conflict with the requirements of
this paragraph 5.
6 TIME LIMITS
Time is not of the essence in agreeing or determining the reviewed rent
or of appointing an arbitrator or an expert.
7 RENTAL ADJUSTMENTS
7.1 If the market rent has not been agreed or determined in accordance with
the provisions of this schedule before the Relevant Review Date, then,
until the market rent has been so agreed or determined, the Tenant will
continue to pay, on account, rent at the rate of yearly rent payable
immediately before the Relevant Review Date.
7.2 The Tenant will pay to the Landlord, within seven days after the time
that the market rent has been agreed or determined, all arrears of the
reviewed rent which have accrued in the meantime, with interest equal
to the base rate of Barclays Bank PLC on each of the instalments of the
arrears from the time that it would have become due if the market rent
had then been agreed or determined until payment becomes due from the
Tenant to the Landlord under this paragraph 7.2.
8 REVIEWED RENT RESERVED IN PHASES
The Landlord and the Tenant may, at any time before the market rent is
determined by an expert, settle the reviewed rent in more than one
amount and agree to reserve
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the amounts increasing in phases until the next review date or, if
none, the expiry of the Term.
9 MEMORANDUM OF RENT REVIEW
The parties shall cause a memorandum of the reviewed rent duly signed
by the Landlord and the Tenant to be endorsed on or securely annexed to
this Lease and the counterpart of this Lease.
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SCHEDULE 3
INSURANCE PROVISIONS
1 INSURED RISKS
1.1 Insured Risks means the risks and other contingencies against which the
Premises are required to be, or which may be, insured under this Lease,
but subject to any exclusions, limitations and conditions in the policy
of insurance that the Landlord may properly negotiate.
1.2 Insured Risks include (without limitation) fire, lightning, impact,
explosion, storm, tempest, flood, bursting and overflowing of water
tanks, apparatus or pipes, earthquake, aircraft and devices dropped
from aircraft, theft, subsidence, riot, malicious damage and civil
commotion, and such other risks as the Landlord may consider it prudent
to insure.
1.3 If a risk or contingency itemised, or otherwise included, as an Insured
Risk, can no longer be insured or can only be insured at an uneconomic
rate, the risk or contingency shall cease to be treated as an Insured
Risk from the time that cover is withdrawn and the Landlord has
notified the Tenant of its withdrawal.
2 TENANT'S LIABILITY FOR INSURANCE PREMIUMS
2.1 The Tenant will pay to the Landlord within seven days of demand the
insurance premiums properly incurred by the Landlord.
2.2 Insurance premiums are to include all monies properly expended, or
required to be expended by the Landlord in effecting and maintaining
cover against:
2.2.1 Insured Risks;
2.2.2 four years' loss of rent insurance;
2.2.3 such professional fees as may be incurred in connection with rebuilding
or reinstatement of the Premises;
2.2.4 the costs of demolition, shoring up, and site clearance works;
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2.2.5 reasonable third-party and public liability risks; and
2.2.6 value added tax liability on such items.
2.3 The insurance cover may take into account cover for the effects of
inflation and escalation of costs and fees, the Landlord's reasonable
estimate of the market rent of the Premises as defined in schedule 2 in
the context of ensuing rent reviews and the termination of the Lease.
3 TENANT'S OBLIGATIONS IN RELATION TO INSURANCE COVER
3.1 The Tenant will not do anything which may render void or voidable the
insurance of the Landlord on the Premises and if the Tenant does
anything which may cause insurance premiums to be increased it shall
pay the cost of the additional premium.
3.2 The Tenant will provide efficient fire extinguishers and will adopt
such other precautions against Insured Risks as the Landlord's insurers
may consider appropriate.
3.3 If the insurance of the Landlord is vitiated in whole or in part in
consequence of an act or omission of the Tenant, persons occupying or
enjoying the use of the Premises through or under the Tenant, or their
respective employees, workmen, agents or visitors, the Tenant will pay
to the Landlord on demand a sum equal to the amount of the insurance
monies which have become irrecoverable in consequence of that act or
omission.
3.4 The Tenant may not insure the Premises for any of the Insured Risks in
such a manner as would permit the insurer of the Landlord to average
the proceeds of insurance or cancel insurance cover.
3.5 The Tenant will notify the Landlord immediately it becomes so aware of
the occurrence of damage to the Premises by any of the Insured Risks.
3.6 If the Premises are damaged by Insured Risks, the Tenant will pay to
the Landlord on demand the amount of any uninsured excess to which the
insurance cover of the Landlord is subject.
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3.7 The obligations of the Tenant to repair, and to yield up in repair, the
Premises, are to remain operative to the extent that the insurance of
the Landlord in respect of Insured Risks is vitiated or insurance
monies are withheld by reason of an act or omission of the Tenant,
persons occupying or enjoying the use of the Premises through or under
the Tenant, or their respective employees, workmen, agents or visitors,
but do not otherwise operate in respect of damage to the Premises by
Insured Risks.
3.8 The Tenant will pay the cost of the revaluation of the Premises for
insurance purposes but not more regularly then once every two years.
4 LANDLORD'S OBLIGATION TO INSURE AND REINSTATE
4.1 The Landlord will keep the Premises insured with an insurer of repute
against Insured Risks and other items referred to in paragraph 2.2 for
the full cost of reinstatement, subject to such uninsured excess as the
insurer may reasonably and properly apply.
4.2 Following damage to or destruction of the Premises by an Insured Risk,
the Landlord will use all reasonable endeavours to procure the payment
by the insurer of all sums properly due under the policy at the time
and in the manner required by the policy and will diligently reinstate
or rebuild the Premises, or procure the application of, the proceeds of
the insurance covering reinstatement and rebuilding costs for those
purposes, and will make good any deficiency in the proceeds of the
insurance out of its own resources.
4.3 The obligations of the Landlord in paragraph 4.2 do not apply:
4.3.1 if the Landlord is unable, after using its reasonable and proper
endeavours to do so, to obtain any requisite planning permission or
other consents for the reinstatement or rebuilding of the Premises or
of a building of similar size, character and amenity;
4.3.2 if the Landlord's insurance is vitiated or insurance monies withheld by
reason of an act or omission of the Tenant, persons occupying or
enjoying the use of the Premises through or under the Tenant, or their
respective employees, workmen,
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agents or visitors unless and until the Tenant has paid all sums due
from it under paragraph 3.3; or
4.3.3 if this Lease is, or is to be, determined under paragraph 7.1.
4.4 Where the Premises are substantially damaged or destroyed, the Tenant
may not object to the reinstatement or rebuilding of the Premises in a
form which is not identical to the Premises immediately before the
damage or destruction occurred, if the Premises as reinstated or
rebuilt are of at least an equivalent or similar standard, and afford
amenities which are not inferior to or deficient from those enjoyed by
the Tenant before the damage or destruction.
5 LANDLORD'S OBLIGATIONS IN RELATION TO INSURANCE
5.1 The Landlord will use its reasonable and proper endeavours to procure
that its insurers waive entitlement to rights of subrogation against
the Tenant, persons occupying or enjoying the use of the Premises
through or under the Landlord, and their respective employees, workmen,
agents or visitors.
5.2 The Landlord will notify its insurers of the Tenant's interest in the
Premises and, if practicable, have it noted on the policies of
insurance.
5.3 The Landlord will within seven days of demand provide the Tenant with a
copy of its insurance policies (or other evidence of the conditions of
insurance) on the Premises, and (at the request of the Tenant) with a
receipt for the payment of the last premium or other evidence of
renewal and up-to-date details of the amount of cover.
5.4 The Landlord will promptly notify the Tenant of any changes in its
insurance cover or of the terms on which cover has been effected.
5.5 The Landlord may retain any discount on the insurance premiums or
commission offered to it by its insurer for its exclusive benefit.
6 SUSPENSION OF RENT
6.1 Paragraph 6.2 applies if the Premises are at any time during the Term
so damaged by an Insured Risk as to render the Premises or any part of
them unfit for
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occupation, use or enjoyment, except in the circumstances referred to
in paragraph 4.3.2.
6.2 The rent and additional rent reserved by this Lease, or a fair
proportion of them according to the nature and extent of the damage
sustained, shall be suspended and cease to be payable until the
Premises (excluding fitting-out works and replacement of contents) have
been reinstated and made fit for occupation, use and enjoyment, or, if
earlier, until the expiry of four years from the occurrence of the
damage.
6.3 A dispute as to the amount of the abatement of the rent or the duration
of the period of abatement is to be submitted to a single arbitrator,
by whose decision the parties are to be bound, who is to be appointed
by the parties jointly or, if they do not agree on the appointment, by
the president for the time being of the Royal Institution of Chartered
Surveyors (at the request of either party) and the arbitration is to be
conducted under the Arbitration Act 1996.
7 OPTIONS TO DETERMINE
7.1 If the Premises or a substantial part of them (whether or not directly
affecting the Premises) is destroyed or damaged by an Insured Risk so
as to make continued use of the Premises impracticable, the Landlord
may terminate this Lease by giving to the Tenant notice to that effect
at any time within 12 months after the damage has occurred.
7.2 If for any reason beyond the control of the Landlord it proves
impracticable to commence rebuilding or reinstatement of the Premises
and substantial rebuilding or reinstatement has not commenced within
two years of the damage by an Insured Risk, either party may terminate
this Lease by giving to the other notice to that effect.
7.3 The termination of this Lease under this paragraph 7 shall not affect
any liability which has accrued at any time before the time of
termination.
8 RETENTION OF INSURANCE PROCEEDS
On the termination of this Lease under paragraph 7, or if this Lease is
terminated by the operation of the doctrine of frustration, the
Landlord shall be entitled to retain the proceeds of insurance for its
exclusive benefit.
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SCHEDULE 4
GUARANTEE PROVISIONS
PART 1
FORM OF GUARANTEE ON ASSIGNMENT
The operative provisions of the guarantee to be given by a Guarantor on an
assignment of this Lease are to be the same as those which appear in clause 7
(numbered appropriately), except that the paragraph corresponding to clause
7.1.4 is to be replaced by the following paragraph:
"For the purposes of this guarantee, references to the "Tenant" are to the
assignee of this Lease in relation to whom the guarantee to the Landlord is
given, and none other."
PART 2
FORM OF AUTHORISED GUARANTEE AGREEMENT
The operative provisions of the authorised guarantee agreement to be given by a
tenant on an assignment of this Lease are to be the same as those which appear
in clause 7 (renumbered appropriately), with the following exceptions:
1 there is to be no provision corresponding to clause 7.1.3;
2 the paragraph corresponding to clause 7.1.4 is to be replaced by the
following paragraph:
"For the purposes of this guarantee, references to the "Tenant" are to
the assignee of this Lease in relation to whom the guarantee to the
Landlord is given, and none other.";
3 in the provision corresponding to clause 7.3.1, the words in the first
line of the clause ".....by re-entry by the Landlord or......" are to
be omitted.
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Executed under the Common Seal of )
PDFM LIMITED in the presence of: )
)
J. B. Hyslop
-------------------------------
Authorised Signatory
C.K. Hawkins
-------------------------------
Authorised Signatory
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