Exhibit 10.34
DATED 24 September 1992
LDT PARTNERS
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GOLDMAN SACHS INTERNATIONAL LIMITED
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COUNTERPART/
LEASE
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Peterborough Court, 133 Fleet Street,
and Daniel House, 140 Fleet Street,
London EC4
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TERM COMMENCES : 25th March 1991
EXPIRES : 24th March 2016
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LINKLATERS & PAINES, (GNR)
Barrington House,
59-67 Gresham Street,
London EC2V 7JA.
INDEX
Clause Page
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1. DEFINITIONS .......................................................... 1
2. DEMISE AND RENTS ..................................................... 7
3. TENANT'S COVENANTS ................................................... 8
(1) Rent ........................................................... 8
(2) Interest on overdue moneys ..................................... 8
(3) Outgoings ...................................................... 8
(4) Utilities ...................................................... 9
(5) Common facilities .............................................. 9
(6) Repairs ........................................................ 9
(7) Plant and Machinery ............................................ 10
(8) Exterior decoration ............................................ 10
(9) Interior decoration ............................................ 11
(10) Cleaning ....................................................... 11
(11) Permit entry ................................................... 11
(12) Notices to repair .............................................. 11
(13) Dangerous Substances and Insurances ............................ 12
(14) Overloading floor and services ................................. 13
(15) Conduits ....................................................... 13
(16) Disposal of refuse ............................................. 14
(17) User ........................................................... 14
(18) Signs .......................................................... 15
(19) Alterations .................................................... 16
(20) Assignments .................................................... 17
(21) Type A Underlettings ........................................... 18
(22) Type B Underlettings ........................................... 20
(23) Sharing ........................................................ 23
(24) Registration ................................................... 25
(25) Collection of rents ............................................ 25
(26) Management ..................................................... 25
(27) Easements ...................................................... 26
(28) Landlord's costs ............................................... 26
(29) Statutory requirements ......................................... 27
(30) Planning ....................................................... 28
(31) Defects and indemnity .......................................... 29
(32) Reletting notices .............................................. 30
(33) Applications for consent ....................................... 30
(34) Freehold covenants ............................................. 30
(35) Breaches by underlessees ....................................... 30
(36) Yielding up .................................................... 30
(37) VAT ............................................................ 31
(38) Reimbursement of VAT ........................................... 32
(39) VAT election ................................................... 32
(i)
4. LANDLORD'S COVENANTS ................................................ 32
(1) Quiet enjoyment ................................................. 32
(2) Insurance ....................................................... 33
(3) VAT ............................................................. 35
5. PROVISOS ............................................................ 35
(1) Forfeiture ...................................................... 35
(2) Ascertainment of Rent ........................................... 37
(3) Underlease of Type B Premises to associates ..................... 37
(4) Assignments ..................................................... 38
(5) Deemed assignments .............................................. 39
(6) Covenants relating to adjoining property ........................ 41
(7) Cesser of rent .................................................. 41
(8) Effect of waiver ................................................ 41
(9) Notices ......................................................... 42
FIRST SCHEDULE - The Demised Premises ..................................... 42
SECOND SCHEDULE - Documents which affect or relate to the
Demised Premises ......................................... 43
THIRD SCHEDULE - Rent ..................................................... 44
Part I -- Definitions ................................ 44
II -- Ascertainment of the Rent and balancing
payments ................................... 55
III -- Payments on account ........................ 58
IV -- Bank accounts .............................. 60
V -- Facilities for verification ................ 61
VI -- Expert determination ....................... 62
VII -- Review of the Type A Rent .................. 62
VIII -- Redesignation of Type A Premises
on underletting ............................ 67
IX -- Redesignation of Type B Premises
on occupation by Landlord .................. 70
FOURTH SCHEDULE - The Guarantor's Covenants ................................ 73
ANNEXURES - Plans
- Approved Form of Underlease
- Rent Review Specification
- Review Form of Lease
(ii)
[GRAPHIC OMITTED]
THIS LEASE made the 24th day of September One thousand nine hundred and
ninety-two BETWEEN LDT PARTNERS of 85 Broad Street New York, New York 10004
(hereinafter called "the Landlord") of the one part and GOLDMAN SACHS
INTERNATIONAL LIMITED whose registered office is at Peterborough Court 133 Fleet
Street London EC4 (hereinafter called "the Tenant") of the other part
W I T N E S S E T H as follows:-
1. DEFINITIONS
IN this Lease unless there be something in the subject or context
inconsistent therewith:-
1. (1) (a) Where there are two or more persons included in the expression "the
Tenant" covenants contained in this Lease which are expressed to be made by the
Tenant shall be deemed to be made by such persons jointly and severally;
1. (1) (b) Any reference to an Act of Parliament shall include any modification
extension or re-enactment thereof for the time being in force and shall also
include all instruments orders plans regulations permissions and directions for
the time being made issued or given thereunder or deriving validity therefrom;
1. (1) (c) (i) Any two companies shall be taken to be members of a group if and
only if one is the subsidiary of the other or both are subsidiaries of a third
company;
1. (1) (c) (ii) Any company corporation or partnership shall be taken to be
"associated" with another if and only if one is a subsidiary or affiliate of
another or both are subsidiaries or affiliates of a third company corporation or
partnership;
1. (1) (c) (iii) In determining whether any company is a subsidiary of another
company the word subsidiary bears the meaning assigned to it
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by Section 736 of the Companies Act 1985 as originally enacted;
1. (1) (c) (iv) In determining whether any corporation (which shall be construed
in accordance with Section 740 of the Companies Act 1985 as originally enacted)
is a subsidiary of another corporation or of a company or whether any company is
a subsidiary of a corporation the word subsidiary bears the meaning assigned to
it by Section 736 of the Companies Act 1985 as originally enacted but modified
only so that 'company' includes 'corporation' for this purpose;
1. (1) (c) (v) A partnership (which shall be construed as including a
partnership under the laws of the United Kingdom or elsewhere) shall be taken to
be a subsidiary of another partnership or of a company or corporation if that
other partnership or company or corporation is entitled to more than one half of
the assets or more than one half of the income of the first mentioned
partnership;
1. (1) (c) (vi) A company or corporation shall be deemed to be a subsidiary of a
partnership if that partnership controls the composition of the board of
directors of the company or corporation or holds more than half in nominal value
of the issued equity share capital of the company or corporation;
1. (1) (c) (vii) An "affiliate" of any specified person means any other person
directly or indirectly controlling or controlled by or under common control with
such specified person (for the purposes of this paragraph 'control' (including
'control by' or under 'common control with') shall mean the power to direct
management and policies directly or indirectly whether through the ownership of
voting securities or equity interests by contract or otherwise);
1. (1) (d) Any covenant by the Tenant not to do any act or thing shall include
an obligation not to permit allow or suffer such act or thing to be done;
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1. (1) (e) The titles or headings appearing in this Lease are for reference only
and shall not affect the construction hereof;
1. (1) (f) Any reference to Value Added Tax shall include any tax of a similar
nature that may be substituted for or levied in addition to it;
1. (2) The following expressions shall have the meanings hereinafter mentioned
(that is to say):-
1. (2) (a) "the Landlord" shall include the person for the time being entitled
to the reversion immediately expectant on the determination of the Term:
1. (2) (b) (i) "the Tenant" shall include its successors in title and in the
case of an individual shall include his personal representatives;
1. (2) (b) (ii) "the Guarantor" means the person or persons from time to time
guaranteeing the obligations of the Tenant hereunder and in the case of an
individual shall include his personal representatives Provided that for the
purposes of Clause 5(1)(d)(e) and (f) hereof the expression shall mean only the
guarantor(s) of the Tenant in whom this Lease is vested from time to time and
not of any other Tenant who shall have assigned its interest hereunder;
and where there are two or more persons included in the expression "the Tenant"
or "the Guarantor" such expression shall include each of such persons:
1. (2) (c) "the Term" means the term of years hereby granted and includes any
period of holding over or any extension or continuation whether by statute or
common law;
1. (2) (d) "this Lease" means this lease and any document supplemental hereto or
collateral herewith or entered into pursuant to or in accordance with the terms
hereof;
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1. (2) (e) "Adjoining Property" means any land and/or buildings adjoining or
neighbouring the Demised Premises;
1. (2) (f) "the Demised Premises" means the land and premises described in the
First Schedule hereto and each and every part thereof together with the
appurtenances thereto and the buildings thereon and all additions alterations
and improvements thereto or reinstatements thereof or buildings substituted
therefor and shall also include all landlord's fixtures and fittings from time
to time in and about the same including but not limited to all lifts lift shafts
and lift machinery escalators all boilers central heating and air conditioning
plant all electrical and mechanical plant machinery equipment and apparatus and
water and sanitary apparatus;
1. (2) (g) "Peterborough Court" means the part of the Demised Premises shown for
the purpose of identification only edged green on the location plan marked "A"
annexed hereto together with the appurtenances thereto and the courtyard and
building thereon known as Peterborough Court 133 Fleet Street London E.C.4 and
each and every part thereof and all additions alterations and improvements
thereto or reinstatements thereof or buildings substituted therefor;
1. (2) (h) "Daniel House" means the part of the Demised Premises shown for the
purpose of identification only edged blue on the location plan marked "A"
annexed hereto together with the appurtenances thereto and the building thereon
known as Daniel House 140 Fleet Street London E.C.4 and each and every part
thereof and all additions alterations and improvements thereto and
reinstatements thereof or buildings substituted therefor;
1. (2) (i) "Buildings" means Peterborough Court and Daniel House;
1. (2) (j) "Type A Premises" means Peterborough Court excluding the parts
thereof shown for identification edged red (and at basement level coloured blue
and green) on Drawing Nos. A1O1 A102 A104 A107 A108 A109 and A118 marked "B"
annexed hereto;
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1. (2) (k) "Type B Premises" means the whole of Daniel House and the parts of
Peterborough Court shown for identification edged red (and at basement level
coloured blue and green) on Drawing Nos A101 A102 A104 A107 A108 A109 and A118
marked "B" annexed hereto;
1. (2) (1) "Management Premises" means the parts of the Demised Premises shown
for identification coloured purple on Drawing Nos A102 and A104 annexed hereto
used in connection with the provision of management services for the Demised
Premises or any part thereof;
1. (2) (m) "Lettable Unit" means any unit of accommodation other than the
Management Premises forming part of the Demised Premises designed or adapted for
separate occupation or letting from time to time;
1. (2) (n) "Approved Form of Underlease" means the standard form annexed hereto
in relation to the Type B Premises in Peterborough Court and the same form in
relation to parts of Daniel House with such amendments as the Tenant may propose
from time to time and which shall be approved by the Landlord (such approval not
to be unreasonably withheld);
1. (2) (o) "Related Company" means any company within the same group of
companies as the Tenant as specified in Clause 1(1)(c)(i);
1. (2) (p) "the Insured Risks" means risks in respect of loss or damage by fire
lightning explosion earthquake aircraft (other than hostile aircraft) and other
aerial devices or articles dropped therefrom impact by vehicles or animals riot
and civil commotion storm tempest flood bursting or overflowing of water tanks
apparatus or pipes subsidence malicious damage and such other risks or insurance
as may from time to time reasonably be required by the Landlord or reasonably be
required by the Tenant in the interests of good estate management subject to
such exclusions and limitations as may be usual in the London insurance market
and imposed by the Insurers;
1. (2) (q) "the Loss of Rent" means the loss of the aggregate of the Type A Rent
and the rents from time to time reserved or in the Landlord's
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reasonable estimation likely to be reserved by underleases of all Lettable Units
in the Type B Premises for five years (and subject to the same being available
on reasonable terms in the London insurance market for an additional two years)
or such longer period as may reasonably be required by the Landlord or the
Tenant having regard to the likely period required for reinstatement in the
event of either partial or total destruction in an amount which would take into
account potential increases in rent in accordance with the rent review
provisions contained in this Lease and any underlease of Type B Premises and any
Value Added Tax properly chargeable in respect thereof;
1. (2) (r) "the Full Cost of Reinstatement" shall mean all costs (including the
cost of shoring up demolition and site clearance architects' surveyors' and
other professional fees) and Value Added Tax which would be likely to be
incurred in rebuilding or reinstatement in accordance with the requirements of
this Lease at the time when such rebuilding or reinstatement is likely to take
place having regard to all relevant factors including any increases in building
costs expected or anticipated to take place at any time up to the date of
completion of the rebuilding or reinstatement and shall be the amount properly
specified by the Landlord or such greater amount as shall reasonably and
properly be required by the Tenant;
1. (2) (s) "the Insurers" means the insurance office or underwriters with whom
the insurance cover referred to in Clause 4(2) hereof is effected;
1. (2) (t) "Net Internal Area" means Net Internal Area as defined in the Code of
Measuring Practice published by The Royal Institution of Chartered Surveyors and
the Incorporated Society of Valuers and Auctioneers (Third Edition January 1990)
as modified or superseded from time to time;
1. (2) (u) "Type A Rent" has the meaning ascribed to it in paragraph (P) of Part
I of the Third Schedule hereto;
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1. (2) (v) "the Rent Review Specification" means the Base Fitting-Out
Specification together with the Base Building Specification and the Schedule of
Agreed Additions to and Omissions from the Base Building Contract annexed hereto
detailing the standard and extent of the premises to be assumed on a review of
the Type A Rent;
1. (2) (w) "the Planning Acts" means Town and Country Planning Act 1990;
Planning (Listed Buildings and Conservation Areas) Act 1990: Planning (Hazardous
Substances) Act 1990; and Planning (Consequential Provisions) Act 1990;
1. (2) (x) "the Prescribed Rate" means a rate of interest being four per centum
per annum over the base rate from time to time of Barclays Bank PLC or over such
other rate as may from time to time replace the same or over such other
comparable rate as the Landlord may from time to time reasonably require;
1. (2) (y) "Business Day" means any day from Monday to Friday (inclusive) other
than Good Friday Christmas Day and bank and public holidays.
2. DEMISE AND RENTS
THE Landlord HEREBY DEMISES unto the Tenant ALL THAT the Demised Premises
TO HOLD the same SUBJECT to the provisions contained or referred to in the
documents referred to in the Second Schedule hereto (in so far as the same are
still subsisting and capable of being enforced and affect the Demised Premises
but not further or otherwise) unto the Tenant on and from the Twenty-fifth day
of March One thousand nine hundred and ninety-one for a TERM of years expiring
on the Twenty-fourth day of March Two thousand and sixteen YIELDING AND PAYING
thereof or during the Term and in proportion for any less time than a year:-
FIRST the rent calculated payable and subject to review as provided in the
Third Schedule hereto; and
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SECONDLY by way of additional rent all sums which the Landlord may from
time to time properly pay in respect of insurance of the Loss of Rent and in
respect of the insurance of the Demised Premises against loss or damage by the
Insured Risks and the other matters referred to in Clause 4(2) such sums to be
payable on demand; and
THIRDLY by way of additional rent all sums which the Tenant shall become
liable to pay pursuant to Clause 3(2) such sums to be payable on demand.
3. TENANT'S COVENANTS
THE Tenant to the intent that the obligations hereby created shall
continue throughout the Term HEREBY COVENANTS with the Landlord as follows:-
3. (1) Rent To pay the rent hereinbefore reserved at the times and in the manner
aforesaid;
3. (2) Interest on overdue moneys If any sum payable by the Tenant under this
Lease shall not be paid on the due date in the case of the rent first
hereinbefore reserved) or shall not be paid on the date seven Business Days
following demand or (if later) the ascertainment thereof (in the case of other
sums) to pay on demand to the Landlord as additional rent interest thereon at
the Prescribed Rate from the date when the same became due until payment thereof
(as well after as before any judgment);
3. (3) Outgoings To bear pay and discharge all existing and future rates taxes
duties charges assessments impositions and outgoings whatsoever (whether
parliamentary parochial local or otherwise and whether or not of a capital or
non-recurring nature) which now are or may at any time hereafter during the Term
be charged levied assessed or imposed upon the Demised Premises or upon the
owner or occupier in respect thereof other than:-
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(a) any tax assessed on the Landlord in respect of any rent received by
the Landlord under this Lease (unless the statute imposing such tax shall
prescribe or intend that the tax is to be payable by the Tenant); and
(b) any tax payable only as a direct result of the grant of this Lease or
any dealing by the Landlord with its reversionary interest in the Demised
Premises;
(c) any Value Added Tax (but without prejudice to Clause 3(37);
3. (4) Utilities To pay to the suppliers of and to indemnify the Landlord
against all charges for water electricity gas all types of telephonic
communication and other services used on or in relation to the Demised Premises
(including without limitation all charges for meters and all standing charges);
3. (5) Common facilities To pay on demand a fair and reasonable contribution (to
be properly determined by the Landlord) towards the cost and expense of
constructing repairing rebuilding renewing lighting cleansing and maintaining
all walls and fences and sewers and drains gutters water courses and external
pipes and other things the use of which is common to or capable of being used in
common with the Demised Premises and other premises;
3. (6) (a) Repairs To repair and to put and keep in good and substantial repair
and condition the Demised Premises and as and when necessary to replace any of
the landlord's fixtures and fittings which be or become beyond repair with new
ones which are similar in type and quality (damage by the Insured Risks excepted
save to the extent that payment of the insurance monies shall be withheld by
reason of any act neglect or default of the Tenant or any undertenant or any
person under its or their control);
3. (6) (b) As often as shall be necessary in order to comply with the covenant
contained in sub-clause (a) of this Clause 3(6) to rebuild reinstate or replace
the Demised Premises or any part or parts thereof (damage by any of the Insured
Risks excepted in each case save to the
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extent that payment of any insurance be refused in whole or in part by reason of
or arising out of any neglect or default of the Tenant or any person deriving
title under the Tenant or any person under its or their control)
3. (6) (c) To keep all parts of the Demised Premises which are not built upon in
a good and clean condition adequately surfaced and free from weeds and all
landscaped areas properly cultivated and maintained and all trees (if any)
preserved;
3. (7) Plant and machinery To keep all plant machinery apparatus and equipment
in the Demised Premises properly maintained and in good working order and
condition and for that purpose:-
(a) to employ reputable contractors to inspect maintain and service the
same regularly;
(b) to renew or replace all working and other parts as and when necessary;
(c) to use all reasonable endeavours to ensure by directions to the
Tenant's staff and otherwise, that such plant and machinery is properly
operated;
3. (8) Exterior decoration As often as may be necessary and in any event not
less frequently than once in every third year of the Term and also during the
last year thereof (howsoever the same may be determined) properly to prepare and
thereafter in a good and workmanlike manner to decorate all exterior parts of
the Demised Premises as are usually or ought to be decorated to restore point
and make good all exterior brickwork stucco concrete and stonework where
necessary and to clean and treat all exterior metal and cladding as appropriate
using in all cases good quality suitable materials carrying out such works in
accordance with any instructions of the manufacturers of the products used in a
colour or finish which if different from the existing shall be previously
approved in writing by the Landlord;
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3. (9) Interior decoration As often as may be necessary and in any event not
less frequently than once in every fifth year during the Term and also during
the last year thereof (howsoever the same may be determined) properly to prepare
and decorate the interior of the Demised Premises throughout in a good and
workmanlike manner in accordance with any instructions of the manufacturers of
the products used such decoration and treatment in the last year of the Term to
be executed in such colours and with such materials as the Landlord may
reasonably approve;
3. (10) Cleaning To keep the exterior and the interior of the Demised Premises
properly cleaned and tidy and clear of all rubbish and at least once in every
month to clean or procure the cleaning of both sides of all windows and window
frames in the Demised Premises;
3. (11) Permit entry To permit the Landlord and all persons authorised by the
Landlord at all times on giving reasonable prior written notice (except in
emergency) to the Tenant to enter the Demised Premises for the purpose of
ascertaining that the covenants and conditions of this Lease have been observed
and performed to view the state of repair and condition thereof and to take a
schedule of the landlord's fixtures and of any dilapidations and to exercise the
rights herein excepted and reserved Provided That the Landlord shall procure
that the person entering shall cause as little damage and inconvenience to the
Tenant and/or other occupiers as reasonably practicable and shall make good any
physical damage caused thereby;
3. (12) Notices to repair To remedy all breaches and repair all defects of which
notice in writing shall be given to the Tenant by the Landlord and for which the
Tenant is liable hereunder and to commence the same as soon as reasonably
practicable after receipt of such notice (or sooner if requisite) and thereafter
diligently to proceed with and complete the same as soon as reasonably
practicable and if the Tenant shall fail to comply with any such notice it shall
be lawful (but not obligatory) for the Landlord (without prejudice to the right
of re-entry hereinafter contained) to enter the Demised Premises to make good
the
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same at the cost of the Tenant which cost (together with all Solicitors' and
Surveyors' charges and other expenses which may be properly incurred by the
Landlord in connection therewith) shall be repaid by the Tenant to the Landlord
on demand and in default of payment the same shall be recoverable as rent in
arrear;
3. (13) (a) Dangerous Substances and Insurances Not to bring into the Demised
Premises or to place or store or permit to remain therein any article or thing
which is or may become dangerous offensive combustible inflammable radioactive
or explosive and not to carry on or do thereon any hazardous trade or act in
consequence of which the Landlord would be likely to be prevented from insuring
the Demised Premises at the ordinary rate of premium or whereby any insurance
effected in respect thereof of which details have been supplied to the Tenant
would be likely to be vitiated or prejudiced and not without the written consent
of the Landlord (which shall not be unreasonably withheld if the Tenant pays any
additional premium) to do anything whereby any additional premium becomes
payable for the insurance of the Demised Premises;
3. (13) (b) In the event of the Demised Premises or any part thereof being
destroyed or damaged by any peril or risk whatsoever to give notice thereof to
the Landlord as soon as such destruction or damage shall come to the notice of
the Tenant;
3. (13) (c) To comply with all the proper requirements (and recommendations
failure to comply with which would be likely to vitiate or prejudice any
insurance on usual terms effected in respect of the Demised Premises) of the
Insurers relating to the Demised Premises;
3. (13) (d) Not to effect any insurance relating to the Demised Premises which
would have the effect of causing the Insurers to refuse to make payment of any
claim in full;
3. (13) (e) If the Tenant shall become entitled to the benefit of any insurance
on the Demised Premises which causes the Insurers to refuse to make payment of
any claim of the Landlord in full then (to the extent
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that the claim shall not be so met) the Tenant shall apply all moneys received
by virtue of such insurance in making good the loss or damage in respect of
which the same shall have been received;
3. (13) (f) The Tenant shall notify the Landlord in writing at the time of the
installation thereof of the full reinstatement cost of any fixtures and fittings
installed at any time by the Tenant and which may be or become landlord's
fixtures and fittings for the purpose of enabling the Landlord to effect
adequate insurance cover for the same;
3. (13) (g) In the event of the Demised Premises or any part thereof being
destroyed or damaged by any of the Insured Risks and the insurance money under
any insurance against the same effected thereon by the Landlord being wholly or
partly irrecoverable by reason solely or in part by any act or default of the
Tenant or any person deriving title under the Tenant or their respective
servants agents licensees or invitees then and in every such case the Tenant
will forthwith pay to the Landlord the whole or (as the case may require) a fair
proportion of the irrecoverable insurance moneys;
3. (14) (a) Overloading floors and services Not to overload the floors of the
Demised Premises or suspend any excessive weight from the roofs ceilings walls
stanchions or structure of the Demised Premises and not to overload any supplies
in or serving the Demised Premises;
3. (14) (b) Not to do anything which may subject the Demised Premises to any
strain beyond that which they are designed to bear with due margin for safety;
3. (14) (c) To observe the weight limits prescribed for all lifts in the Demised
Premises;
3. (15) Conduits Not to discharge into any conducting media in the Demised
Premises any oil or grease or any noxious or deleterious effluent or substance
whatsoever which may cause an obstruction or might be or become a source of
danger or which might injure the conducting media or
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the drainage system of the Demised Premises or any adjoining property;
3. (16) Disposal of refuse Not to deposit on any part of the Demised Premises
any trade empties rubbish or refuse of any kind other than in proper receptacles
and not to burn any rubbish or refuse on the Demised Premises;
3. (17) (a) User Not to carry on upon or use the Demised Premises for any noisy
noisome offensive or dangerous trade manufacture business or occupation nor for
any illegal or immoral purpose nor to do on the Demised Premises any act or
thing whatsoever which constitutes a nuisance or causes damage (other than as a
result of competition from any business carried on at the Demised Premises) to
the prejudice of the Landlord or the owners or occupiers of any adjoining or
neighbouring premises or any of them or which may be injurious to the character
of the Demised Premises;
3. (17) (b) Not to hold on the Demised Premises any sale by auction or public
exhibition or public show or spectacle or political meetings or gambling or to
use the Demised Premises as a Post Office an Employment Exchange an office of
the Department of Health or the Department of Social Security at which the
general public call without appointment a staff or other employment agency a
betting shop turf accountant's or bookmaker's office an undertaker a travel
ticket or estate agency Provided always that this covenant shall not operate to
prevent the provision of an executive selection service;
3. (17) (c) Without prejudice to the provisions of paragraphs (a) and (b) of
this sub-clause not to use the parts of the Demised Premises shown coloured
orange on Drawings Nos A104 A118 and AC/02 annexed hereto otherwise than for
such retail or restaurant or wine bar or office use as shall be approved by the
Landlord nor to use the remainder of the Demised Premises otherwise than as
offices with storage and other accommodation ancillary to such office use; and
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3. (17) (d) The Tenant hereby acknowledges and admits that notwithstanding the
foregoing provisions the Landlord does not thereby or in any other way give or
make nor has given or made at any other time any representation or warranty that
any such use is or will be or will remain a permitted use within the provisions
of the Planning Acts nor shall any consent in writing which the Landlord may
hereafter give to any change of use be taken as including any such
representation or warranty and that notwithstanding that any such use as
aforesaid is not a permitted use within such provisions as aforesaid the Tenant
shall remain fully bound and liable to the Landlord in respect of the
obligations undertaken by the Tenant by virtue of this Lease without any
compensation recompense or relief of any kind whatsoever;
3. (18) Signs Not to erect or display on the exterior of the Demised Premises or
in the windows thereof so as to be visible from the exterior any pole flag
aerial advertisement poster notice or other sign without obtaining the prior
written consent of the Landlord (which shall not be unreasonably withheld or
delayed) except non-illuminated signs business names and business logos of a
size style character and design which is in keeping with the character and
appearance of the Buildings together from time to time with suitable letting
boards in connection with a campaign to assign or underlet all or part of the
Demised Premises in such positions as shall previously have been approved by the
Landlord (such approval not to be unreasonably withheld or delayed) Provided
that:-
3. (18) (a) the Tenant shall have the right to re-name the Buildings to
alternative names (including ones featuring the name of the Tenant or
underlessees);
3. (18) (b) the Tenant may use the flag poles on the Fleet Street elevation of
Daniel House and display from them suitable flags;
Subject in every case to compliance by the Tenant with all relevant regulations
in respect thereof statutory or otherwise;
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3. (19) (a) Alterations Not to erect any new building or new structure on the
Demised Premises or any part thereof nor to alter add to or change the height
elevation or external architectural or decorative design or appearance of the
Demised Premises nor to merge the Demised Premises with any adjoining property;
3. (19) (b) Not to alter divide cut maim injure or remove any of the principal
or load-bearing walls floors beams or columns of the Demised Premises nor to
make any other alteration or additions of a structural nature to the Demised
Premises Provided that the Tenant may with the consent of the Landlord (which
shall not be unreasonably withheld or delayed) make openings through the floor
slabs dividing the floors of the Demised Premises or fix to any part of the
Demised Premises or affix additional beams if there is a need for local
strengthening or make minor alterations to the walls floors or columns and
openings in the beams of the Demised Premises where the same do not:-
3. (19) (b) (i) adversely affect the structural stability of the Demised
Premises or of either of the Buildings; or
3. (19) (b) (ii) affect the exterior (including the appearance) of the Demised
Premises; or
3. (19) (b) (iii) materially and adversely affect the usage or functioning of
the mechanical electrical sanitary heating ventilating life safety
air-conditioning or other service systems within the Demised Premises; or
3. (19) (b) (iv) materially and adversely affect the use and enjoyment of the
Type B Premises;
3. (19) (c) Not to make any material alterations or additions to the Landlord's
plant and machinery or any Landlord's fixtures or to any of the conducting media
in the Demised Premises without obtaining the prior written consent of the
Landlord (which shall not be unreasonably withheld or delayed);
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3. (19) (d) Not (save as mentioned in sub-clause 3(19)(e)) to make any
alterations or additions of a non-structural nature to the Demised Premises
without obtaining the prior written consent of the Landlord (which shall not be
unreasonably withheld or delayed);
3. (19) (e) The Tenant may without obtaining the prior consent of the Landlord
erect modify and remove internal demountable partitioning Provided That:-
3. (19) (e) (i) such partitioning does not materially adversely affect the
efficient working of the service systems within the Demised Premises; and
3. (19) (e) (ii) such partitioning does not obstruct or block up the windows of
the Demised Premises; and
3. (19) (e) (iii) such partitioning does not violate any law or any regulation
or requirement of any competent authority;
3. (19) (f) The Landlord may as a condition of giving any consent required under
this Clause 3(19) require the Tenant to enter into such covenants with the
Landlord as the Landlord shall reasonably require regarding the execution of any
such works and an absolute covenant that the Tenant will immediately prior to
the end or sooner determination of the Term to the extent that the Landlord so
requests remove (without cost to the Landlord) such alterations (or such part
thereof as the Landlord shall specify in its request to the Tenant) and
reinstate the Demised Premises to the condition they were in prior to the
execution of such alterations;
3. (20) (a) Assignments Save as hereinafter provided not to assign mortgage
charge grant any security interest over underlet part with possession or share
the occupation of the whole or any part of the Demised Premises
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3. (20) (b) Not to assign the whole of the Demised Premises without on each
occasion procuring:-
3. (20) (b) (i) that any intended assignee shall covenant direct with the
Landlord that during the residue of the Term then subsisting the said assignee
will pay the rents reserved by and will observe and perform the covenants and
conditions on the part of the Tenant contained in this Lease;
3. (20) (b) (ii) that if the Landlord shall reasonably require such persons as
the Landlord may reasonably approve shall act as guarantors for any intended
assignee and shall covenant with the Landlord (jointly and severally if more
than one) as a primary obligation in the terms set out in the Fourth Schedule
(mutatis mutandis) or in such other terms as the Landlord may from time to time
reasonably and properly specify;
3. (20) (c) Subject to complying with the provisions of Clause 3(20)(b) the
Tenant shall be permitted to assign the Demised Premises as a whole with the
prior written consent of the Landlord which shall not be unreasonably withheld
or delayed;
3. (21) (a) Type A Underlettings Not to underlet or agree to underlet the whole
or any part of the Type A Premises at a fine or premium or at a rent which is
less than the open market rental value of the premises to be demised (taking
into account such rent free periods as reflect market practice at the time of
the underletting or as may otherwise have been approved by the Landlord) nor to
permit the reduction of rent paid or payable by any underlessee thereof;
3. (21) (b) Not to underlet agree to underlet nor share nor part with the
possession or occupation of the whole or any part of the Type A Premises without
on each occasion procuring:-
3. (21) (b) (i) that any intended underlessee shall covenant with the Landlord
as from the date of the underlease to observe and perform the covenants and
conditions herein contained (other than as to payment of
-18-
rents and as contained in Clause 3(21)(22)(25)(26) and (39) hereof and the Third
Schedule hereto or (in the case of underlettings not exceeding five years
excluding Sections 24 to 28 (inclusive) of the Landlord and Tenant Act 1954) to
observe and perform the covenants and conditions contained in the Approved Form
of Underlease;
3. (21) (b) (ii) that in any permitted mediate or immediate underlease the rent
shall be payable no more than one quarter in advance and shall be subject to
review in an upward direction only at such times and in such manner as to
coincide with the rent review provided for under this Lease in relation to the
Type A Rent;
3. (21) (b) (iii) that the Type A Premises shall at no time be in the occupation
of more than 20 separate occupiers Provided that the following persons in
occupation in accordance with Clause 3(23) hereof shall for the purpose of this
sub-clause be treated as one:-
(aa) the Tenant and Related Companies and any associated company
corporation or partnership of the Tenant;
(bb) any permitted undertenant and companies which are members of the same
group as such permitted undertenant and any associated company corporation
or partnership of such permitted undertenant;
(cc) where this Lease or any underlease is held as a partnership asset but
the Tenant or any permitted undertenant comprises some only of the members
of a partnership:-
(A) all members of such partnership; and
(B) any associated company corporation or partnership of such
partnership;
3. (21) (b) (iv) that no underletting (other than of the Management Premises)
within the ground and upper floor levels of the Type A Premises shall comprise
less than 5,000 square feet of Net Internal Area on any level;
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3. (21) (b) (v) that no part or parts of the storage areas within the basement
levels B1 to B3 inclusive nor any car parking spaces within the Type A Premises
shall be underlet otherwise than as part of an underlease of part or parts of
the Type A Premises at ground and upper floor levels;
3. (21) (b) (vi) that in the case of any underletting including part only of any
floor level of the Type A Premises at ground floor level or above prior to the
completion of any underlease and the occupation by any undertenant or proposed
undertenant of the premises to be demised thereby (or any part thereof) an Order
be obtained from the Court authorising the exclusion of Sections 24 to 28
(inclusive) of the Landlord and Tenant Act 1954 in respect of such underlease (a
declaration to that effect being contained therein) and that a certified copy of
such Order (together with a certified copy of the form of underlease which
accompanied the application therefor) be supplied to the Landlord and no such
underlease shall be completed or occupation allowed before such Order has been
obtained and produced to the Landlord;
3. (21) (c) Subject to compliance in all respects with Clauses 3 (21)(a) and (b)
the Tenant shall be permitted to underlet the Type A Premises as a whole or a
permitted part or parts thereof with the prior written consent of the Landlord
which shall not be unreasonably withheld or delayed;
3. (22) (a) Type B Underlettings Not to underlet or agree to underlet the Type B
Premises or any part or parts thereof;
3. (22) (b) If the Landlord shall permit the Tenant to underlet the Type B
Premises or any part or parts thereof then the Tenant shall do so in accordance
with the directions of the Landlord from time to time and so as to maximize the
income of the Type B Premises and to exploit the Type B Premises in accordance
with the principles of good estate management:-
3. (22) (b) (i) the proposed term of the underlease and the proposed undertenant
shall previously be approved by the Landlord;
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3. (22) (b) (ii) details of the plans and specifications of all fitting out
works by or for and on behalf of any intended undertenant shall be supplied by
the Tenant to and approved by the Landlord such approval to be subject to the
provisions of Clause 3(19);
3. (22) (b) (iii) the rent (at the date of the underlease or agreement for
underlease) payable for the premises to be underlet shall be not less than the
open market rental value then reasonably obtainable therefor without taking a
fine or premium;
3. (22) (b) (iv) each underlease shall contain provisions requiring the rent
thereby reserved to be reviewed in an upwards only direction to the open market
rental value of the premises underlet no less frequently than at the expiration
of each period of five years of the term thereby granted or on such other review
periods as shall be approved by the Landlord;
3. (22) (b) (v) no floor of the Type B Premises in Peterborough Court shall at
any time be in the occupation of more than four persons and no floor in Daniel
House shall at any time be in the occupation of more than one person Provided as
set out in Clause 3(21)(b)(iii) and no underlease of any part of Daniel House
(other than the retail shop unit and the office premises on the ground floor)
shall comprise or include part only of a floor;
3. (22) (b) (vi) no storage space or car parking spaces within the Type B
Premises shall be underlet or occupied otherwise than as part of an underlease
of any part or parts of the office or retail space in the Type B Premises;
3. (22) (b) (vii) the underlease shall be on full repairing and insuring terms
secured by means of service charges where appropriate; and
3. (22) (b) (viii) the underlease shall otherwise be in the Approved Form of
Underlease;
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3. (22) (b) (ix) each underlessee shall be a respectable and responsible person
whose obligations shall (if reasonably required by the Landlord) be guaranteed
by a guarantor of sufficient financial standing;
3. (22) (b) (x) in the case of any permitted underletting comprising part only
of any floor level of the Type B Premises at ground floor level or above (but
without prejudice to the provisions of Clause 3(22)(b)(v)) prior to the
completion of any underlease and the occupation by any undertenant or proposed
undertenant of the premises to be demised thereby (or any part thereof) an Order
be obtained from the Court authorising the exclusion of Sections 24 to 28
(inclusive) of the Landlord and Tenant Act 1954 in respect of such underlease (a
declaration to that effect being contained therein) and that a certified copy of
such Order (together with a certified copy of the form of underlease which
accompanied the application therefor) be supplied to the Landlord and no such
underlease shall be completed or occupation allowed before such Order has been
obtained and produced to the Landlord;
3. (22) (c) Notwithstanding anything herein contained not to create nor
knowingly permit the creation of any interest derived out of the Term howsoever
remote or inferior upon the payment of a fine or premium or at a rent less than
the open market rental value reasonably obtainable at the time of such creation
(without taking a fine or premium) for the premises thereby demised and not to
create nor knowingly permit the creation of any such derivative interest as
aforesaid save by instrument in writing containing such absolute prohibition as
aforesaid on the part of the underlessee and those that may derive title under
such underlease;
3. (22) (d) Not without the prior consent of the Landlord to include in any
underlease of the whole or any part of the Type B Premises or any agreement
therefor any provision for (nor otherwise agree with any undertenant) any rent
free period or reduced rent period or abatement of rent (except cesser of rent
during any period covered by any loss of rent insurance effected by the Tenant);
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3. (22) (e) Not to agree or arrange or permit or suffer to be agreed or arranged
any commutation in whole or part of any rent reserved and made payable under any
underlease or sub-underlease at any time relating to the Type B Premises or any
part thereof whether for any consideration or not;
3. (22) (f) Not to accept a surrender of any underlease or tenancy at any time
relating to the Type B Premises or any part thereof nor waive any rights annexed
or incident to the reversion to any underlease thereof;
3. (22) (g) In the event of any undertenant of Type B Premises committing any
breach of the covenants conditions or provisions contained in an underlease
promptly to take and institute such steps and proceedings (including proceedings
for forfeiture of such underlease) as shall be appropriate for the recovery of
arrears of rent or other monies due and the remedying of such breach and to
enforce all orders or judgments of any Court obtained or obtainable as a result
of such proceedings;
3. (22) (h) Not without the prior consent of the Landlord to negotiate or agree
any rent on any review or revision of rent with any underlessee of Type B
Premises;
3. (22) (i) To give all notices and to do all such other acts and things as
shall be necessary to ensure that the rents receivable by the Tenant in respect
of the Type B Premises or any part thereof shall be not less than the open
market rental value thereof as between a willing landlord and a willing tenant
under the terms of the relevant underlease;
3. (22) (j) Not to agree with any undertenant or occupier of the Type B Premises
or any part thereof any variations of the terms of such underletting or
occupation;
3. (23)(a) Sharing Save as aforesaid not to part with possession of the whole or
part only of the Demised Premises Provided that any of the persons referred to
in Clause 3(23)(b) may occupy or share occupation of
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any part of the Demised Premises on condition that:-
3. (23) (a) (i) such occupation or sharing of occupation does not create any
relationship of landlord and tenant between the Tenant or the permitted
undertenant (as the case may be) and such occupier; and
3. (23) (a) (ii) such occupation or sharing of occupation shall not continue
after the date upon which the said occupier ceases to be a member of the same
group of companies as or an associate of the Tenant or the permitted undertenant
(as the case may be); and
3. (23) (a) (iii) the Landlord is notified of such sharing and the identity of
those sharing occupation with the Tenant and/or any permitted undertenant;
3. (23) (b) The following are the persons who may occupy or share occupation in
accordance with Clause 3(23)(a) hereof:-
3. (23) (b) (i) Related Companies and any associated company corporation or
partnership of the Tenant;
3. (23) (b) (ii) Companies which are members of the same group as such permitted
undertenant or sub-undertenant and any associated company corporation or
partnership of such permitted undertenant or sub-undertenant;
3. (23) (b) (iii) Where this Lease or any underlease or sub-underlease is held
as a partnership asset but the Tenant or any permitted undertenant or
sub-undertenant comprises some only of the members of a partnership:-
(A) all members of such partnership; and
(B) any associated company corporation or partnership of such partnership;
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3. (24) (a) Registration Within twenty-one days after the date of any assignment
of this Lease or the grant of any underlease of the Demised Premises or any
assignment of such an underlease or the execution of any mortgage or charge
(other than a floating charge) affecting this Lease or any transfer of any such
mortgage or charge or any devolution of the Term or of any such underlease as
aforesaid by assent or operation of law or any surrender or variation of any
such underlease to give written notice and to deliver a certified copy to the
Landlord's Solicitors (or as the Landlord may from time to time direct) of the
same and to pay or cause to be paid to the Landlord's Solicitors or as the
Landlord may from time to time direct a reasonable fee of not less than Twenty
pounds for the registration thereof;
3. (24) (b) Within twenty-one days after the creation of any floating charge
affecting this Lease to give written notice to the Landlord's Solicitors (or as
the Landlord may from time to time direct) of the same with details of the
chargee(s) and within twenty-one days after the crystallization of any floating
charge to give written notice to the Landlord's Solicitors (or as the Landlord
may from time to time direct) of the same with a certified copy of the
instrument creating the floating charge and details of the circumstances of
crystallization and to pay to the Landlord's Solicitors or as the Landlord may
from time to time direct a reasonable fee of not less than Twenty Pounds for the
registration thereof;
3. (25) Collection of rents To use all reasonable endeavours to ensure that all
rents and payments for services due to the Tenant in respect of the Type B
Premises are collected regularly and in accordance with the principles of good
estate management;
3. (26) Management At all times during the Term to manage or procure the
management of the Demised Premises in a good and efficient manner in accordance
with the principles of good estate management and the Tenant shall first obtain
the consent in writing of the Landlord to the identity and terms of appointment
of any person (other than Goldman Sachs Property Management Limited company
registration number 2432555) whom the Tenant
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proposes to employ or otherwise engage either directly or indirectly as a
property manager in relation to the Demised Premises or any part or parts
thereof;
3. (27) Easements Not by building or otherwise to stop up or darken any window
or light in the Demised Premises nor permit any new wayleave easement right
privilege or encroachment to be made or acquired into against or upon the
Demised Premises and in case any such easement 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 the Demised Premises
for the purpose of ascertaining the nature of any such easement right privilege
or encroachment and to adopt such means as may be reasonably necessary for
preventing any such encroachment or the acquisition of any such easement right
privilege or encroachment;
3. (28) Landlord's costs To pay to the Landlord on demand all costs charges and
expenses (including but without prejudice to the generality of the foregoing
Solicitors' costs Counsels' Architects' and Surveyors' and other professional
fees and commission payable to a bailiff) properly (and in the case of
sub-clause (d) of this Clause) reasonably incurred by the Landlord:-
3. (28) (a) incidental to the preparation and service of a notice under Section
146 of the Law of Property Act 1925 and/or in or in reasonable contemplation of
any proceedings under Section 146 or 147 of the said Act (whether or not any
right of re-entry or forfeiture has been waived by the Landlord or a notice
served under the said Section 146 is complied with by the Tenant or the Tenant
has been relieved under the provisions of the said Act and notwithstanding
forfeiture is avoided otherwise than by relief granted by the court) and to keep
the Landlord fully indemnified against all costs charges expenses claims and
demands whatsoever in respect of the said proceedings and the preparation and
service of the said notice;
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3. (28) (b) incidental to or in reasonable contemplation of the preparation and
service of a Schedule of Dilapidations at any time during or within six months
after the expiration or earlier determination of the Term but relating in all
cases only to wants of repair arising not later than the expiration or sooner
determination of the Term;
3. (28) (c) in connection with or in procuring the remedying of any breach of
covenant on the part of the Tenant or any person deriving title under the Tenant
contained in this Lease;
3. (28) (d) in relation to any application for consent required or made
necessary by this Lease (such costs to include reasonable management fees and
expenses) whether or not the same is granted (except in cases where the Landlord
is obliged not unreasonably to withhold consent and the withholding of consent
is held to be unreasonable) or the application be withdrawn;
3. (29) (a) Statutory requirements At all times and from time to time and at its
own expense to execute all works as are or may under or in pursuance of any Act
of Parliament already or hereafter to be passed be directed or required to be
done or executed upon or in respect of the Demised Premises or the Tenant's user
thereof whether by the owner and/or the Landlord and/or the Tenant thereof or
any person deriving title thereunder and to comply with all notices relating to
the Demised Premises which are served by the public local or statutory authority
and not to do on the Demised Premises any act or thing whereby the Landlord will
become liable to pay any penalty imposed or to bear the whole or any part of any
expenses incurred under any such Act as aforesaid;
3. (29) (b) Without prejudice to the foregoing at all times during the Term at
the Tenant's expense to comply with all requirements from time to time of the
appropriate authority in relation to means of escape from the Demised Premises
in case of fire or other emergency and at the expense of the Tenant to keep the
Demised Premises sufficiently supplied and equipped with fire fighting and
extinguishing apparatus and appliances of a type suitable in all respects to the
type of user of or business or
-27-
trade carried on upon the Demised Premises such apparatus and appliances to be
open to inspection and to be adequately maintained and also not to obstruct the
access to or means of working such apparatus and appliances by its operations at
or connected with the Demised Premises;
3. (29) (c) To comply with the requirements and regulations of the respective
supply authorities in relation to the use of water electricity gas all types of
telephonic communication and other services at the Demised Premises;
3. (30) Planning In relation to the Planning Acts:-
3. (30) (a) At all times during the Term to comply in all respects with the
Planning Acts;
3. (30) (b) Not to apply for nor implement any planning permission in respect of
the Demised Premises (save as necessary to comply with Clause 3(36)) unless the
application and permission shall have been approved by the Landlord (whose
approval shall not be unreasonably withheld or delayed where under the other
relevant provisions of this Lease the consent of the Landlord is not required or
cannot be unreasonably withheld or delayed);
3. (30) (c) Unless the Landlord shall otherwise direct to carry out before the
expiration or determination of the Term (howsoever the same may be determined)
any works stipulated to be carried out to the Demised Premises by a date
subsequent to such expiration or sooner determination as a condition of any
planning permission which may have been granted to and commenced to have been
implemented by the Tenant;
3. (30) (d) If called upon so to do to produce to the Landlord all plans
documents and other evidence as the Landlord may reasonably require in order to
satisfy itself that the provisions of this Clause have been complied with;
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3. (30) (e) Not without the consent of the Landlord (which shall not be
unreasonably withheld or delayed) to enter into any agreement under Section 106
of the Town and Country Planning Act 1990 relating to the Demised Premises;
3. (30) (f) Not without the consent of the Landlord to serve any notice under
Part VI of the Town and Country Planning Act 1990 in respect of the Demised
Premises;
3. (30) (g) Within fourteen (14) days of receipt of the same (or sooner if
requisite having regard to the requirements of the notice or order in question
or the time limits stated therein) to produce to the Landlord a true copy and
any further particulars required by the Landlord of any notice or order or
proposal for the same given to the Tenant and relevant to the Demised Premises
or the occupier thereof by any government department or local or public
authority and without delay to take all necessary steps to comply with the
notice or order so far as the same is the responsibility of the Tenant and at
the request of the Landlord to make (at a cost which shall be borne by the
Landlord and the Tenant equally) or join with the Landlord in making (at the
cost of the Tenant) such proper objection or representation against or in
respect of any such notice order or proposal as the Landlord shall reasonably
deem expedient;
3. (31) Defects and indemnity To inform the Landlord immediately upon the same
coming to the Tenant's attention in writing of any defect in the Demised
Premises which would be likely to give rise to a duty imposed by common law or
statute on the Landlord in favour of the Tenant or any other person and to
indemnify the Landlord in respect of all actions proceedings costs claims and
demands which might be made by any tenant occupier adjoining owner or any other
person whatsoever or any competent authority which may be incurred by reason
of:-
3. (31) (a) any use of the Demised Premises or any defect in the Demised
Premises or in the execution or existence of any alterations or additions to the
Demised Premises for which the Tenant is responsible hereunder;
-29-
3. (31) (b) any breach by the Tenant or by any person deriving title under the
Tenant of any covenant on the part of the Tenant or any condition contained in
this Lease;
3. (32) Reletting Notices To permit the Landlord at all reasonable times during
the last six (6) months of the Term to enter upon the Demised Premises and affix
and retain without interference upon any suitable parts of the Demised Premises
(but not so as materially to affect the access of light and air to the Demised
Premises) notices for reletting the same and not to remove or obscure the said
notices and to permit all persons with the written authority of the Landlord to
view the Demised Premises at all reasonable hours in the daytime upon prior
appointment having been made;
3. (33) Applications for consent Upon making an application for any consent or
approval which is required under this Lease the Tenant shall disclose to the
Landlord such information as the Landlord may reasonably require;
3. (34) Freehold covenants By way of indemnity only to observe and perform the
agreements covenants and stipulations contained or referred to in the documents
referred to in the Second Schedule hereto so far as any of the same are still
subsisting and capable of taking effect and relate to the Demised Premises;
3. (35) Breaches by underlessees In the event of a breach non-performance or
non-observance of any of the covenants conditions agreements and provisions
contained or referred to in this Lease by any underlessee or other person
deriving title under the Tenant forthwith upon discovering the same to take and
institute (without expense to the Landlord) all appropriate steps and
proceedings to remedy such breach non-performance or non-observance;
3. (36) (a) Yielding up At the expiration or sooner determination of the Term
(howsoever the same be determined) to yield up to the Landlord the Demised
Premises in such condition as shall be in accordance with the
-30-
covenants on the part of the Tenant contained in this Lease;
3. (36) (b) Without prejudice to the provisions of paragraph (a) above
immediately prior to the expiration or sooner determination of the Term at the
cost of the Tenant:-
3. (36) (b) (i) to remove from the Demised Premises any moulding sign writing or
painting of the name or business of the Tenant or occupiers and all tenant's
fixtures fittings furniture and effects (including any demountable partitioning)
and to make good all damage caused to the Demised Premises by such removal;
3. (36) (b) (ii) to the extent that the Landlord so requests to remove such
parts of the Demised Premises and such fixtures and fittings therein to carry
out such works and to renew replace or install such items as are necessary to
put the Demised Premises in no lower standard of condition than shall accord
with the description thereof in the Rent Review Specification (or such part
thereof as the Landlord shall specify in its request to the Tenant);
3. (36) (b) (iii) for the avoidance of doubt and without prejudice to the
generality of the foregoing the Landlord shall be entitled in making any such
request to require the Tenant to remove or (as the case may be) add to and put
back the Demised Premises without the "Additions" but with the "Omissions" (save
where the contrary is specified) in the Schedule of Agreed Additions to and
Omissions from the Base Building Contract included in the Rent Review
Specification;
3. (37) (a) VAT Except where Clause 3(37)(b) applies to pay to the Landlord by
way of additional rent any Value Added Tax at the rate for the time being in
force properly chargeable in respect of any rent or other payment made by or
other supplies provided to the Tenant under the terms of or in connection with
this Lease and in every case where the Tenant covenants to pay an amount of
money under this Lease such amount shall be regarded as being exclusive of all
Value Added Tax which may from time to time be legally payable thereon;
-31-
3. (37) (b) If any supplies made by the Landlord to the Tenant under or in
connection with this Lease are subject to Value Added Tax by reason of an
election to waive exemption under Schedule 6A of the Value Added Tax Act 1983
other than an election made in the circumstances specified in Clause 4(3)(b) but
would not be subject to Value Added Tax if such an election had not been made
any payment or other consideration covenanted to be provided by the Tenant under
this Lease for such supplies shall be regarded as inclusive of all Value Added
Tax which may be legally payable thereon;
3. (37) (c) For the avoidance of doubt supplies made by the Landlord in
connection with this Lease which are subject to Value Added Tax by reason of an
election made in the circumstances specified in Clause 4(3)(b) shall be subject
to the provisions of Clause 3(37)(a) and shall be exclusive of Value Added Tax;
3. (38) Reimbursement of VAT In every case where the Tenant has agreed to
reimburse the Landlord in respect of any payment made by the Landlord under the
terms of or in connection with this Lease that the Tenant shall also reimburse
any Value Added Tax paid by the Landlord on such payment save to the extent to
which the same is recoverable by the Landlord as input tax;
3. (39) VAT election Not without the consent of the Landlord to make an election
to waive exemption from Value Added Tax in relation to the Demised Premises or
any part thereof under paragraph 2 of Schedule 6A to the Value Added Tax Act
1983 unless the Landlord or a relevant associate (as defined by paragraph 3(8)
of the said Schedule 6(A) has made an election to waive exemption from Value
Added Tax in relation to the Demised Premises or the Tenant is obliged by law to
make such an election.
4. LANDLORD'S COVENANTS
THE Landlord HEREBY COVENANTS with the Tenant as follows:-
4. (1) Quiet enjoyment That the Tenant paying the rents hereby reserved and
performing and observing the covenants and agreements on the
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part of the Tenant hereinbefore contained shall and may peaceably hold and enjoy
the Demised Premises during the Term without any interruption by the Landlord or
any person rightfully claiming through under or in trust for it;
4. (2) Insurance That the Landlord will:-
4. (2) (a) At all times during the Term (save to the extent that such insurance
shall be vitiated in whole or in part by any act neglect default or omission of
the Tenant or any person deriving title under the Tenant or of its or their
servants agents licensees or invitees) insure and keep insured
(i) the Demised Premises (except items in the nature of tenant's and trade
fixtures and fittings installed by the Tenant and other tenants and occupiers of
the Demised Premises) in such insurance office or with such underwriters of
repute and through such agency as the Landlord may from time to time reasonably
decide (the interests of the Tenant and others having an interest in the Demised
Premises being noted on the policy) at reasonably competitive rates against loss
or damage by the Insured Risks in the Full Cost of Reinstatement thereof;
(ii) the Loss of Rent;
(iii) explosion of any engineering plant and machinery to the extent that the
same is not covered under sub-paragraph (i) above; and
(iv) property owners public liability and such other insurances as the Landlord
may from time to time deem necessary to effect;
4. (2) (b) (i) If reasonably required by the Tenant produce to the Tenant
sufficient details of the terms of the policy or policies of such insurance and
evidence of the fact that the policy or policies is or are subsisting and in
effect; and
4. (2) (b) (ii) If and so long as the same can be procured at reasonable cost in
the London insurance market to procure that the
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Insurers shall waive their rights of subrogation against the Tenant and
underlessees and that the policy shall be written on terms such that it would
not be vitiated by the act or omission beyond the control of the insured;
4. (2) (c) In case of destruction of or damage to the Demised Premises (except
as aforesaid) by any of the Insured Risks then (save to the extent that payment
of the insurance moneys shall be refused in whole or in part by reason of or
arising out of any act neglect or default of the Tenant or any person deriving
title under the Tenant or of its or their servants agents licensees or invitees)
with all reasonable speed subject to obtaining all necessary planning consents
and all other necessary licences approvals and consents (which the Landlord will
use all reasonable endeavours to obtain) and subject to the necessary labour and
materials being and remaining available the Landlord shall cause all moneys
received in respect of the insurance referred to in Clause 4(2)(a)(i) to be paid
out in the rebuilding and reinstatement of the same substantially as prior to
any such destruction or damage and make good any deficiency in the insurance
moneys from its own funds Provided that:-
4. (2) (c) (i) any liability of the Landlord hereunder to rebuild and reinstate
shall be deemed to have been satisfied if the Landlord provides accommodation
substantially as convenient and (so far as the Landlord is able) in
approximately the same location as but not necessarily identical to that
previously existing;
4. (2) (c) (ii) if during the last ten years of the Term the Demised Premises
shall be so destroyed or damaged by any of the Insured Risks as to render the
Demised Premises unfit for occupation and use the Landlord or the Tenant may
determine this Lease by giving to the other not less than four months' notice in
writing in that behalf and upon the expiration of such notice the Term shall
determine without prejudice to any rights or remedies of the Landlord or the
Tenant in respect of any antecedent breach of any of the covenants or conditions
contained in this Lease;
4. (2) (c) (iii) if the Term is determined pursuant to Clause 4 (2)(c)(ii)
hereof the Landlord shall retain absolutely out of the
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monies payable by virtue of any such insurance a sum equal to the Full Cost of
Reinstatement of the works comprised in the Rent Review Specification (less a
sum equal to any deficiency in the insurance moneys for which the Landlord is
liable hereunder) and the balance of such monies shall be paid to and retained
by the Tenant and all proceeds of the loss of rent insurance shall be paid to
and retained absolutely by the Landlord;
4. (3) (a) VAT That save as provided in sub-clause (b) of this Clause no
election will be made during the Term which would render liable to Value Added
Tax any supplies made by the Landlord to the Tenant under this Lease;
4. (3) (b) Such an election as is referred to in paragraph (a) hereof may be
made at any time when such an election is required by law to be made;
4. (3) (c) That the Landlord will not convey or assign the reversion to the
Demised Premises or grant any concurrent lease thereof without procuring that
the person acquiring the reversion or being granted such lease enters into a
direct covenant with the Tenant to observe and perform the covenants in
sub-clauses (a) and (b) of this Clause.
5. PROVISOS
5. (1) Forfeiture
5. (1) (a) IF the rents hereby reserved or any part thereof shall at any time be
in arrear for fourteen days after the same shall have become due (whether
formally demanded or not); or
5. (1) (b) If there shall be any breach non-performance or non-observance of any
of the covenants and conditions on the part of the Tenant contained in this
Lease; or
5. (1) (c) If the Tenant shall suffer any distress or other execution to be
levied on the Demised Premises or any part thereof or any contents therein; or
-35-
5. (1) (d) If the Tenant and/or the Guarantor (if any) (being a body corporate)
has a winding-up petition or petition for an administration order presented
against it or passes a winding-up resolution (other than in connection with a
members' voluntary winding-up for the purposes of an amalgamation or
reconstruction which has the prior written approval of the Landlord) or calls a
meeting of its creditors for the purposes of considering a resolution that it be
wound up voluntarily or resolves to present its own winding-up petition or is
wound up (whether in England or elsewhere) or the directors or shareholders of
the Tenant or the Guarantor resolve to present a petition for an administration
order in respect of the Tenant or the Guarantor (as the case may be) or an
Administrative Receiver or a Receiver and Manager is appointed in respect of the
property or any part thereof of the Tenant or the Guarantor; or
5. (1) (e) If the Tenant and/or the Guarantor (if any) (being a body corporate)
calls or a nominee calls on its behalf a meeting of its creditors or any of them
or makes an application to the Court under Section 425 of the Companies Act 1985
or submits to its creditors or any of them a proposal pursuant to Part I of the
Insolvency Act 1986 or enters into any arrangement scheme compromise moratorium
or composition with its creditors or any of them (whether pursuant to Part I of
the Insolvency Act 1986 or otherwise); or
5. (1) (f) If the Tenant and/or the Guarantor (if any) (being an individual or
if more than one individual then any one of them) makes an application to the
Court for an interim order under Part VIII of the Insolvency Act 1986 or
convenes a meeting of his creditors or any of them or enters into any
arrangement scheme compromise moratorium or composition with his creditors or
any of them (whether pursuant to Part VIII of the Insolvency Act 1986 or
otherwise) or has a bankruptcy petition presented against him or is adjudged
bankrupt (whether in England or elsewhere); or
5. (1) (g) If the Tenant is struck off the Register of Companies or is dissolved
or (being a corporation or company incorporated outside Great Britain) is
dissolved or ceases to exist under the laws of the
-36-
country or state of its incorporation; or
5. (1) (h) If the Tenant being a company is deemed unable to pay its debts
within the meaning of Section 123 of the Insolvency Act 1986 or if the Tenant
being an individual appears to be unable to pay his debts within the meaning of
Section 268 of the Insolvency Act 1986;
then and in any such case it shall be lawful for the Landlord at any time
thereafter to re-enter into and upon the Demised Premises or any part thereof in
the name of the whole and to have again repossess and enjoy the Demised Premises
as in their former estate and thereupon the Term shall absolutely cease and
determine but without prejudice to any rights or remedies of the Landlord or the
Tenant in respect of any antecedent breach of any of the covenants or conditions
contained in this Lease;
5. (2) Ascertainment of Rent It is hereby agreed and declared that the
provisions of the Third Schedule shall have effect in relation to the
ascertainment and payment of the rent hereunder and connected matters;
5. (3) (a) Underleases of Type B Premises to associates The provisions of this
Clause apply in any case where any underlease of the whole or any part or parts
of the Type B Premises is granted to or is during any period held by a Related
Company or any other associated company corporation or partnership of the Tenant
or (where this Lease is held as a partnership asset but the Tenant comprises
some only of the members of a partnership) any member(s) of such partnership or
any associated company corporation or partnership of such partnership;
5. (3) (b) The Landlord (notwithstanding the grant hereof) shall in substitution
for the Tenant have the conduct of:-
5. (3) (b) (i) the negotiation and settlement of the terms of the grant of any
underlease or the renewal of any underlease;
5. (3) (b) (ii) the procedures for and conduct of any review of rent arising
under any underlease;
-37-
5. (3) (b) (iii) the variation or waiver of the terms of any underlease;
5. (3) (b) (iv) the surrender of any underlease or any part;
5. (3) (b) (v) the consideration of any application for or the grant of any
permission consent or approval under the terms of any underlease or the exercise
of any discretion vested in the Landlord by the underlease;
5. (3) (b) (vi) the settlement of any sum due under any underlease;
5. (3) (b) (vii) any other matter arising under or pursuant to the provisions of
Clause 3(22) hereof;
5. (3) (c) The Tenant hereby undertakes with and to the Landlord that it will
execute all documents and do such acts matters and things to give effect to the
provisions of this Clause and on the default of the Tenant the Landlord shall
have power of attorney to exercise the powers herein set out as agent for the
Tenant and for such purpose the Tenant (by way of security) hereby irrevocably
appoints the Landlord and any officers of the Landlord severally to be its
attorney and in its name and on its behalf to execute and complete any documents
or deeds and to do all such acts and things as may be required for the exercise
of such power and the Tenant covenants to ratify any such deed document act or
thing and all transactions which the attorney may lawfully execute and do;
5. (3) (d) All expenditure reasonably and properly paid by the Landlord shall be
treated as a Receipt for the purposes of the Third Schedule hereto;
5. (4) Assignments The Landlord will upon or as soon as practicable after any
assignment of this Lease by Goldman Sachs International Limited in accordance
with Clause 3(20) to an assignee who in the opinion of a prudent institutional
landlord would be considered of good and sufficient financial standing execute
and deliver to Goldman Sachs International
-38-
Limited a full release from liability for any breach of covenant or condition
under this Lease occurring after the date of such assignment (but without
prejudice to any liability in respect of breaches occurring before that date and
to any future liability of the person who is for the time being the Tenant under
this Lease);
5. (5) (a) Deemed assignments The provisions of this Clause 5(5) shall apply for
so long only as Goldman Sachs International Limited ("GSIL") or any Related
Company or any company corporation or partnership associated with Goldman Sachs
& Co is the Tenant under this Lease;
5. (5) (b) In this clause 5(5) the expression "the Tenant" shall mean (as the
case may be) GSIL or such other company corporation or partnership referred to
in paragraph (a) above as is from time to time the Tenant under this Lease the
expressions "associated" and "control" shall have the meanings ascribed to them
in Clause 1(1)(c) of this Lease and the expression "Net Worth" shall mean:-
(i) (in the case of GSIL or other company) the aggregate amount in pounds
sterling of the amounts paid up or credited as paid up on the issued share
capital of the Tenant and its capital and revenue reserves (including any
share premium account capital redemption reserve fund and any credit
balance on its profit and loss account) less the aggregate amount in
pounds sterling of any debit balance on its profit and loss account any
amounts shown in its accounts in respect of deferred taxation and any
amounts shown in its accounts in respect of intangible assets;
(ii) (in the case of a partnership) the sum of the capital accounts of the
general partners of the partnership the capital contributions of the
limited partners realised and unrealised undistributed profits (net of
applicable tax reserves) and the aggregate principal amount of any
outstanding indebtedness that is expressly subordinated to other
indebtedness for borrowed money;
-39-
(iii) (in the case of a corporation) the sum of shareholders' equity of
the corporation plus the aggregate principal amount of any outstanding
indebtedness that is expressly subordinated to other indebtedness for
borrowed money;
5. (5) (c) The amalgamation or merger of the Tenant or any transfer issue or
division of any share capital of the Tenant or any transfer of the assets of the
Tenant or of any Related Company or of any company corporation or partnership
associated with Goldman Sachs & Co which in any such case results in a change of
control of the Tenant and in the Tenant ceasing to be associated with Goldman
Sachs & Co shall be deemed to be an assignment of this Lease (a "Deemed
Assignment");
5. (5) (d) The Landlord's prior written approval shall be required for a Deemed
Assignment where the Net Worth of the Tenant or of the Tenant and the company
corporation or partnership which would become or is entitled to the control of
the Tenant in either case following any Deemed Assignment is materially less
than the Net Worth of the Tenant immediately prior to the Deemed Assignment such
that the Tenant would not be acceptable to a reasonable and prudent
institutional landlord as a tenant of the whole of the Demised Premises if the
Demised Premises were then being re-let on the terms of this Lease and if such
prior written approval is not obtained the Deemed Assignment shall constitute a
breach of the covenant on the part of the Tenant contained in Clause 3(20);
5. (5) (e) The transfer of shares in the Tenant for the purposes of this Clause
5(5) shall not include (i) the sale of shares (other than those unlawful
activities prescribed by the Companies' Securities (Insider Dealing) Act 1985)
which sale is effected through any recognised stock exchange or over the counter
market or (ii) the sale of shares in connection with a public offer of the
Tenant;
5. (5) (f) In determining whether the Net Worth of the Tenant following a Deemed
Assignment is materially less than the Net Worth of the Tenant immediately prior
to the Deemed Assignment regard shall be had to any previous or subsequent
transaction or series of transactions which
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(taken as a whole) are connected with the Deemed Assignment;
5. (5) (g) The Tenant shall make available to the Landlord and its
representatives upon request for inspection at all reasonable times such
information or records as may be necessary in order to ascertain whether or not
there has been a change of control of the Tenant;
5. (6) Covenants relating to adjoining property Nothing contained in or implied
by this Lease shall give the Tenant the benefit of or the right to enforce or to
prevent the release or modification of any covenant agreement or condition
entered into by any tenant of the Landlord in respect of any property not
comprised in this Lease;
5. (7) Cesser of Rent In case the Type A Premises or any part thereof or the
means of access thereto shall at any time during the Term be so damaged or
destroyed by any of the Insured Risks as to render the Type A Premises unfit or
inaccessible for occupation and use in accordance with the terms and provisions
of this Lease then (save to the extent that the insurance money payable under
any policy of insurance effected or caused to be effected by the Landlord shall
be wholly or partially irrecoverable by reason solely or in part of any act or
default of the Tenant or any person deriving title under the Tenant or any of
its servants agents licensees or invitees) the Type A Rent or a fair proportion
thereof according to the nature and extent of the damage sustained shall be
suspended until the Type A Premises or the relevant part thereof shall again be
rendered fit and accessible for occupation and use or until the loss of rent
insurance effected by the Landlord in respect of the Type A Rent shall be
exhausted (whichever shall first occur) and any dispute with reference to this
proviso shall be referred to arbitration in accordance with the Arbitration Acts
1950 and 1979;
5. (8) Effect of Waiver Each of the Tenant's covenants shall remain in full
force both at law and in equity notwithstanding that the Landlord shall have
waived or released temporarily such covenant
-41-
5. (9) (a) Notices The provisions of Section 196 of the Law of Property Act 1925
as amended by the Recorded Delivery Service Act 1962 shall apply to the giving
and service of all notices and documents under or in connection with this Lease
except that Section 196 shall be deemed to be amended by the deletion of the
final words of Section 196(4) "... and that service be delivered" and the
substitution of the words: "... and that service shall be deemed to be made on
the third Business Day after the registered letter has been posted";
5. (9) (b) Any notice or document shall also be sufficiently served if sent by
telex to the party to be served and such service shall be deemed to be made on
the day of transmission if transmitted before four p.m. on a Business Day but
otherwise on the next following Business Day;
5. (9) (c) For so long as LDT Partners shall be the Landlord hereunder all
notices served by the Tenant on the Landlord shall also be copied to Goldman
Sachs & Co at 85 Broad Street New York New York 10004 (for the attention of P.
Sheridan Schechner) and to Meiji Mutual Life Insurance Company at 1-1 Marunouchi
2-Chome Chiyoda-Ku Tokyo (for the attention of K. Shimoyakawa) and to the United
Kingdom agents of the Landlord from time to time notified to the Tenant;
I N W I T N E S S whereof the parties have duly executed this Lease as a
deed the day and year first before written.
THE FIRST SCHEDULE
The Demised Premises
The land and buildings known as Peterborough Court 133 Fleet Street and Daniel
House 140 Fleet Street London EC4 as registered at H.M. Land Registry under
Title Numbers NGL495895 and NGL495896 shown for the purpose of identification
only edged blue and green on the location plan marked "A" annexed.
-42-
SITE PLAN
[FLOOR PLAN OMITTED]
GENERAL ARRANGEMENT
GROUND FLOOR
[FLOOR PLAN OMITTED]
AC/02
LEVEL B-3 PLAN
PLANT
[FLOOR PLAN OMITTED]
A-101
LEVEL B-2 PLAN
COMPUTER ROOM
[FLOOR PLAN OMITTED]
A-102
GROUND LEVEL PLAN
OFFICE
[FLOOR PLAN OMITTED]
A-104
LEVEL 3 PLAN
DEALING EXPANSION
[FLOOR PLAN OMITTED]
A-107
LEVEL 4 PLAN
OFFICE
[FLOOR PLAN OMITTED]
A-108
LEVEL 5 PLAN
OFFICE
[FLOOR PLAN OMITTED]
A-109
MEZZANINE PLANS
[FLOOR PLAN OMITTED]
A-118
THE SECOND SCHEDULE
Documents which affect or relate to the Demised Premises
-43-
THE THIRD SCHEDULE
Rent
PART I
Definitions
In this Lease the following expressions shall have the following meanings:-
(A) "Account Day" shall mean the 24th day of March in each year of the
Term;
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(B) "Accounting Year" shall mean as appropriate (i) the period from and
including the date hereof and ending on the next succeeding Account Day
and (ii) each intervening period of twelve calendar months ending on an
Account Day; and (iii) the period from the Account Day preceding the
expiration or sooner determination of the Term and ending on such
expiration or sooner determination
(C) "Additional Rent Payment Days" shall mean the tenth Business Day after
each Quarter Day;
(D) "Quarter Days" shall mean the 25th March the 24th June 29th September
and 25th December in each year;
(E) "Quarterly Period" shall mean as appropriate (i) the period from and
including the date hereof and ending on the next succeeding Quarter Day
(ii) each intervening quarterly period ending on a Quarter Day and (iii)
the period from the Quarter Day preceding the expiration or sooner
determination of the Term and ending on such expiration or sooner
determination; and
(F) "Occupation Lease" shall mean any lease underlease agreement for
underlease occupation agreement or licence or other arrangement whatsoever
for the use enjoyment or occupation of the Type B Premises or of any part
or parts thereof;
(G) "Receipts" shall mean the gross aggregate of all sums of money
(whether of a capital or income nature) received or derived by or on
behalf of the Tenant in respect of or from its interest under this Lease
in the Type B Premises or any part or parts thereof including (but not
limited to) the following:-
(a) gross rents licence fees and other moneys received by or on
behalf of the Tenant from or in respect of every Occupation Lease
any insurance proceeds in respect of loss of rent and consequential
loss (if any) and all rental which would have been received by or on
behalf of the Tenant from every such
-45-
Occupation Lease but for an assignment mortgage or charge of or
other divestment of the right to receive such income or any part
thereof or but for a mortgage or charge of the Demised Premises or
any part or parts thereof;
(b) all gross sums received by or on behalf of the Tenant by way of
payment of premiums for insurances or payment for services provided
for in or upon the Type B Premises by the Tenant or payment for the
costs and expenses of observing and performing its obligations under
this Lease;
(c) all consideration for or in respect of the grant waiver release
variation or surrender of any obligations contained in any
Occupation Lease or any other licence easement right liberty
privilege or any other covenant or other obligations relating to the
Type B Premises
(d) an amount equal to any expenditure paid by the Landlord under
Clause 5(3) hereof and any other expenditure reasonably and properly
paid by the Landlord in discharge of its obligations under this
Lease;
(e) any other consideration (whether in the nature of income or
capital) and any interest thereon received in respect of the Type B
Premises;
(f) compensation damages expenses and costs awarded by a court
arbitrator expert or other person or body exercising a judicial or
quasi judicial function against any person (other than the Tenant)
in respect of any breach of covenant in any Occupation Lease
agreement for Occupation Lease or other permitted agreement for the
use or occupation of the Type B Premises or any part thereof or in
respect of anything done or omitted or permitted by any such person
(other than the Tenant) relating to the Type B Premises or any part
thereof and any moneys in compromise or settlement of any actual or
proposed or
-46-
threatened proceedings or claim in respect of such breach or thing;
(g) the proceeds of realising any security (whether or not a legal
or equitable charge) for or guarantee of any of the above mentioned
items;
(h) consideration (including forfeited deposits) in relation to any
option or pre-emption rights granted by or pursuant to any
Occupation Lease;
(i) consideration for or in respect of the grant by the Tenant of
any licence concession agreement or other agreement not constituting
a sub-demise including but not limited to payments and fees for
advertising panels or stations kiosks vending machines and car
parking;
(j) mesne profits and damages for trespass;
(k) interim payments under Order 29 Rule 18 of the Rules of the
Supreme Court (or any Rule amending or replacing the same) and
damages for breach of covenant or other obligation;
(l) interest or sums equivalent to interest (whether payable by
contract or by virtue of the Judgments Act 1838 the Law Reform
(Miscellaneous Provisions) Act 1934 the Arbitration Acts 1950 to
1979 or otherwise howsoever) on any of the foregoing items including
interest on late payment of rent and interest on increased rent
following a rent review which is agreed or determined after the
review date;
(m) interest on sums held in respect of reserves for future
expenditure or any sinking fund or in respect of depreciation or
amortisation of expenditure in respect of plant machinery or other
landlord's fixtures or fittings (save only to the extent (if any)
that such interest is held on trust to pay or credit the same to
tenants under Occupation Leases);
-47-
(n) distributions in the liquidation bankruptcy or insolvency of any
company or individual in respect of claims founded on any
entitlement or alleged entitlement to any of the foregoing items;
(o) any payment by any tenant under an Occupation Lease on account
of or in reimbursement of or otherwise for or in respect of any
other items of Receipts to the extent that it is not included in any
of the foregoing
(p) any sum deducted or deductible from any of the above mentioned
items by way of defence counterclaim or set off against the Tenant
and arising in relation otherwise than to the Type B Premises or any
part thereof or the terms of any Occupation Lease agreement for
Occupation Lease or other permitted agreement for the use and
occupation of the Type B Premises or part thereof;
(q) all Value Added Tax deducted as a Permitted Deduction to the
extent that it is recovered by the Tenant from or paid to the Tenant
by H.M. Customs and Excise or other Government Department or to the
extent that the Tenant is allowed credit for the same against sums
otherwise payable to HM Customs and Excise or other Government
Department;
(r) all amounts received by the Tenant by way of reimbursement of
Value Added Tax on any payment made by the Tenant under or in
connection with any Occupation Lease;
(s) any item included as a Permitted Deduction to the extent that it
is subsequently recovered by the Tenant;
BUT EXCLUDING the following:-
(1) any sums accruing to the Tenant arising on a transfer assignment
mortgage surrender or other disposal (other than a subletting) of
the Tenant's interest under this Lease;
-48-
(2) any sums received as rent or notional rent in respect of the
Management Premises;
(3) any contribution to sinking fund or reserve fund for future
expenditure on the Demised Premises;
(4) Value Added Tax received by the Tenant in respect of any rent
licence fee or other payment made or other consideration provided to
the Tenant under or in connection with any Occupation Lease;
PROVIDED THAT:
(i) no Receipt counted under one head shall be counted to that extent
under another;
(ii) if any sum receivable by the Tenant in respect of any year and
falling within the definition of Receipts has not actually been received
by the Tenant in that year notwithstanding the use by the Tenant of all
reasonable endeavours (including if appropriate the commencement and
diligent prosecution of legal proceedings) to obtain payment thereof the
amount not so received shall not be brought into account in calculating
the Receipts for that particular year but if any such sum is subsequently
received by the Tenant in whole or in part the amount received shall form
part of the Receipts in respect of the year in which the same is received;
(H) "Permitted Deductions" shall mean expenditure properly incurred by the
Tenant in respect of the following matters to the extent only that such
expenditure (i) is consistent with the Tenant's obligations under this
Lease and (ii) is not such as would have arisen but for any negligent act
or omission on the part of the Tenant:-
(a) all reasonable and proper costs and expenses properly paid by
the Tenant in observing and performing its obligations under
-49-
this Lease (other than the payment of any rents reserved hereby and
interest on late payment thereof and damages and costs awarded as a
result of any breach by the Tenant of the obligations in this Lease)
and (in its capacity as landlord) under any Occupation Lease and any
other reasonable and proper costs as are properly paid by the Tenant
in respect of the provision of the services and expenses set out in
Part II of the Sixth Schedule to the Approved Form of Underlease;
(b) the actual costs of all insurance premiums reasonably paid by
the Tenant in respect of the Demised Premises or for loss of rent
and other costs paid by the Tenant in relation to the valuation for
insurance purposes of the Demised Premises (provided such valuations
occur no more frequently than once in every year);
(c) payments made by the Tenant for the grant variation surrender or
determination (in accordance with this Lease) of any Occupation
Lease agreement for Occupation Lease or other permitted agreement
for the use or occupation of the Type B Premises or any part or
parts thereof;
(d) all reasonable fees costs and expenses paid by the Tenant
relating to the underletting of the Type B Premises or any part
thereof throughout the Term or the renewal by the Tenant of any
Occupation Lease (including but not limited to promotional and
advertising expenses and independent letting agents' fees and
unrecovered legal costs and disbursements but excluding initial
letting costs to the extent that the same are incurred in respect of
the period from the date hereof to the end of the Accounting Year
ending in 1996) agreeing a new rent receivable by the Tenant on any
rent review under any such Occupation Lease obtaining payment of any
sums receivable by the Tenant from any Occupation Lease and
enforcement by the Tenant of any tenant's or licensee's covenant or
obligation in any Occupation Lease;
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(e) compensation paid with the approval of the Landlord (which shall
not be unreasonably withheld or delayed) by the Tenant pursuant to
the Landlord and Tenant Act 1927 in respect of improvements made by
any undertenant to any part of the Type B Premises (or incurred in
carrying out improvements for any undertenant pursuant to notices
served under the said Act in order to avoid the said obligation to
pay compensation) or pursuant to the Landlord and Tenant Act 1954
Part II in respect of the termination without renewal of any
Occupation Lease;
(f) any proper management fee actually charged to the Tenant for the
management and administration of the Demised Premises (including any
management fee by a Related Company) save to the extent that:-
(i) it exceeds a fair and reasonable management fee which
would be payable on the open market as between parties acting
at arm's length and in good faith; and
(ii) if any Related Company is an undertenant of any Type B
Premises it has not contributed under its underlease thereof
proportionately and fairly to the management fee having regard
to the extent of its possession or use and enjoyment (as the
case may be) of the Type B Premises or any part;
(g) all sums paid with the consent of the Landlord in connection
with defending or preserving title to the Demised Premises and any
appurtenances thereof;
(h) any other proper costs outgoings or expenses of whatsoever
nature paid by the Tenant which shall be for the joint benefit of
the Landlord and the Tenant incurred with the consent of the
Landlord (which shall not be unreasonably withheld or delayed);
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(i) interest at a reasonable commercial rate and other reasonable
finance charges on moneys reasonably and properly borrowed with the
consent of the Landlord (which consent shall not be unreasonably
withheld) by the Tenant in order to meet the costs of its
obligations under this Lease;
(j) the legal and other costs of obtaining and the granting of any
approval of the Landlord required by the Tenant under this Lease if
the Tenant shall be unable to recover such costs from any
underlessee but only to the extent that any such costs are incurred
as a result of conduct of the Landlord which is held to be
unreasonable;
(k) Value Added Tax paid by the Tenant on the foregoing items;
(l) any item previously included as a Receipt to the extent that it
is for any proper reason repaid by the Tenant;
(m) all sums paid by the Tenant in its capacity as underlessee of
the retail premises in Daniel House by way of service charge and
payment of insurance premiums in respect of such retail premises in
Daniel House;
BUT EXCLUDING the following:-
(1) the rents payable hereunder;
(2) any taxes (other than Value Added Tax) payable by any party;
(3) expenditure or disbursements paid in connection with the grant
of this Lease or any assignment of the Demised Premises for the
residue of the Term;
(4) any costs to the extent that they are met from any sinking fund
or reserve fund for future expenditure on the Demised Premises;
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(5) costs and expenses paid by the Tenant in observing and
performing its obligations under these presents recoverable under a
policy or policies of insurance of which the proceeds shall not
constitute Receipts (or which would have been recoverable under a
policy or policies of insurance but for such policy or policies
being rendered void or voidable in whole or in part by the Tenant
its servants or agents);
(6) any compensation payable under Part II of the Landlord and
Tenant Act 1954 in circumstances where in consequence of the
determination of the relevant tenancy the Tenant or a Related
Company occupies the whole or part of the premises demised thereby;
(7) any of the said sums which would otherwise be a Permitted
Deduction to the extent that it is incurred or increased as a result
of a breach non-observance or non-performance of an obligation of
the Tenant under this Lease save where such default was with the
prior written approval of the Landlord;
(8) the costs (including court fees and solicitors surveyors and
agents fees) incurred by the Tenant in pursuing or defending (as the
case may be) any claim or proceedings brought against the Tenant by
the Landlord or by the Tenant against the Landlord whether in a
court or by arbitration or otherwise in respect of an alleged or
proven breach of this Lease;
PROVIDED ALWAYS that:-
(i) any such sums referred to in items (a) to (1) of this definition
paid in relation to the Demised Premises as a whole
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shall be included in the Permitted Deductions only as to forty
decimal point three one per centum (40.31%)(as varied from time to
time in accordance with Parts VIII and IX of this Schedule);
(ii) the cost of the services and expenses set out in Part II of the
Sixth Schedule to the Approved Form of Underlease shall be included
as to a fair proportion in respect of the Type B Premises taking
into account the use made of and the benefit received from the
Services specified therein and to be calculated by reference to
metering or similar means of direct allocation where reasonably
practicable (and for the avoidance of doubt different proportions
may be applied to the various Services) and any other such sums paid
exclusively in relation to Peterborough Court as a whole shall be
included in the Permitted Deductions only as to thirty two decimal
point one four per centum (32.14%) (as varied from time to time in
accordance with Parts VIII and IX of this Schedule);
(iii) no such sums paid exclusively in relation to the Type A
Premises shall be included in the Permitted Deductions;
(iv) no Permitted Deduction counted under one head shall be counted
to that extent under another;
(J) "Net Income" shall mean for any Accounting Year the amount by which
the Receipts for that year shall exceed the Permitted Deductions for that
year;
(K) "Quarterly Net Income" shall mean for any Quarterly Period the amount
by which the Receipts for that Period shall exceed the Permitted
Deductions for that Period;
(L) "Net Deficiency" shall mean for any Accounting Year the amount by
which the Permitted Deductions for that year shall exceed the Receipts for
that Year;
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(M) "Quarterly Net Deficiency" shall mean for any Quarterly Period the
amount by which the Permitted Deductions for that Period shall exceed the
Receipts for that Period;
(N) "Tenant's Statement" shall mean the statement to be delivered in
respect of each Quarterly Period under paragraph 1 of Part III of this
Schedule;
(O) "Accountant's Statement" shall mean the certified statement to be
delivered in respect of each Accounting Period under paragraph 2 of Part
II of this Schedule;
(P) "Type A Rent" shall mean TEN MILLION FIVE HUNDRED AND THIRTY THOUSAND
ONE HUNDRED AND NINETY-FOUR POUNDS ((pounds)10,530,194) per annum (subject
to increase in accordance with Part VII of this Schedule).
PART II
Ascertainment of the Rent and
balancing payments
1. The rent payable by the Tenant for each Accounting Year shall be either (a)
the aggregate of the Type A Rent and the Net Income during the relevant
Accounting Year OR (b) (if Receipts fall short of Permitted Deductions for the
relevant Accounting Year) the amount of the Type A Rent less the Net Deficiency
during the relevant Accounting Year Provided that for each of the Accounting
Years ending on the 24th March 1992 1993 1994 1995 and 1996 the rent shall be
the annual sum of NINE MILLION THREE HUNDRED AND SEVENTY-FIVE THOUSAND POUNDS
((pounds)9,375,000) if greater than the sum calculated in accordance with
paragraph (a) or (b) above (as the case may be) such rent to be payable in the
manner set out below.
2. As soon as practicable and in any event not later than three months after the
end of each Accounting Year the Tenant shall deliver to the
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Landlord a written statement ("the Accountant's Statement") certified by an
accountant previously approved in writing by the Landlord (such approval not to
be unreasonably withheld) being a member of the Institute of Chartered
Accountants in England and Wales and being a member of a leading firm of
Chartered Accountants qualified to act as an auditor of a registered company
under the Companies Act 1989 ("an Accountant") giving full details of the
Receipts and the Permitted Deductions received and paid during such Accounting
Year and stating (a) the Net Income or the Net Deficiency (as the case may be)
for such Accounting Year (b) the amounts paid on account thereof under paragraph
2 of Part III of this Schedule (including any amount other than interest set off
under paragraph 6 of that Part) and (c) the balance due from the Tenant to the
Landlord or due from the Landlord to the Tenant (as the case may be) in
accordance with paragraph 1 of this Part of this Schedule.
3. If the Accountant's Statement shall state a balance due from the Tenant to
the Landlord the Tenant shall when delivering the Accountant's Statement to the
Landlord (subject as hereinafter provided) pay to the Landlord an amount equal
to that balance together with the interest earned on such balance in the Deposit
Account for the period from the end of the Accounting Year in question to the
date of payment Provided Always that if at the time such payment is to be paid
any moneys shall be due from the Landlord to the Tenant under this Lease the
balance shall be reduced by such sum due in full or partial discharge of the
moneys so due from the Landlord as the case may be.
4. If the Accountant's Statement shall state a balance due from the Landlord to
the Tenant at the Landlord's option either the Landlord shall (subject as
hereinafter provided) within ten Business Days of receipt of the Accountant's
Statement by the Landlord pay to the Tenant an amount equal to that balance or
the amount of such balance shall be carried forward and credited (together with
an amount equivalent to interest thereon at a rate four per centum below the
Prescribed Rate from the date of the Accountant's Statement until the date
credited) against subsequent payments due from the Tenant hereunder or at the
end of the Term paid (together with an amount equivalent to interest as
aforesaid until the
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date of payment) to the Tenant Provided Always that if at the time such balance
is due to be made any moneys shall be due from the Tenant to the Landlord under
this Lease the balance shall be reduced by such sum due in full or partial
discharge of the moneys so due from the Tenant as the case may be.
5. Interest at the Prescribed Rate shall be payable on the amount of any balance
payable by the Tenant under paragraph 3 above if payment is not made on delivery
of the Accountant's Statement from the date of the Accountant's Statement to the
date of actual payment on the amount of any balance payable or by the Landlord
under paragraph 4 above if payment is not made within ten Business Days after
the receipt of the Accountant's Statement by the Landlord from the date of such
receipt until the date of actual payment.
6. Nothing contained in this Part of this Schedule shall prejudice the rights of
either party against the other for failure to pay any amounts as and when they
become due and payable.
7. No objection shall be taken to the inclusion in an Accounting Year of any
amount which constituted a Receipt or Permitted Deduction for a previous
Accounting Year but which was not taken into account in the Accountant's
Statement for such previous Accounting Year.
8. In making payment under paragraph 3 or 4 above the paying party may set off
any unpaid sum due from the other party under those paragraphs or paragraph 2 of
Part III of this Schedule and interest thereon at the appropriate rate (without
prejudice to any other rights in respect thereof) but payments under the said
paragraph 3 or 4 shall otherwise be made clear of all deductions save as
required by law.
9. For the avoidance of doubt the provisions of this Schedule shall continue to
apply notwithstanding the expiration or sooner determination of the Term but
only in respect of the period down to such expiration or sooner determination
the rent payable during the Accounting Year in question being apportioned (if
appropriate) on a daily basis.
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PART III
Payments on account
1. As soon as practicable and in any event not later than ten Business Days
after the end of each Quarterly Period the Tenant shall deliver to the Landlord
a statement ("the Tenant's Statement") containing a fair summary of the Receipts
and the Permitted Deductions receivable and actually received and paid during
such Quarterly Period and stating the Quarterly Net Income or the Quarterly Net
Deficiency as the case may be for such Quarterly Period and giving details of
any amount taken into account under paragraph 5 of this Part of this Schedule.
2. Pending the ascertainment of the rent in respect of any Accounting Year:-
(a) the Tenant shall pay the Type A Rent to the Landlord quarterly in
advance on the Quarter Days;
(b) the Tenant shall pay to the Landlord from the Current Account (as
hereinafter defined) on each Additional Rent Payment Day an amount equal
to any Quarterly Net Income for the preceding Quarterly Period together
with the interest earned on the Deposit Account (as hereinafter defined)
since the preceding Additional Rent Payment Day;
(c) at the Landlord's option either
(i) the amount of any Quarterly Net Deficiency shall be carried
forward and credited (together with an amount equivalent to interest
thereon at a rate four per centum below the Prescribed Rate from the
date of the Tenant's Statement until the date credited) against
subsequent payments due from the Tenant hereunder or at the end of
the Term paid (together with an amount equivalent to interest as
aforesaid until the end of the Term) to the Tenant; or
(ii) the Landlord shall within ten Business Days of receipt of the
Tenant's Statement by the Landlord pay to the Tenant an
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amount equal to the Quarterly Net Deficiency for the preceding
Quarterly Period;
(d) if the amounts due to the Landlord under paragraphs 2(a) and (b) on or
before the successive Quarter Days in the Accounting Years ending in 1992
1993 1994 1995 or 1996 are less than the amounts set out below the Tenant
shall on the relevant Quarter Day pay to the Landlord the amount of the
shortfall (and the amount of moneys which would otherwise be due to the
Landlord under paragraph 2(a) or (b) in respect of the same Accounting
Year shall be reduced by the amount of such shortfall):-
25 March - (pounds)2,343,750
24 June - (pounds)4,687,500
29 September - (pounds)7,031,250
25 December - (pounds)9,375,000
3. (a) The first payment of Type A Rent in respect of the period from the date
hereof to the next following Quarter Day shall be made on the date hereof.
(b) The first payment of Quarterly Net Income or Quarterly Net Deficiency
(as the case may be) shall be in respect of the Quarterly Period commencing on
the date hereof.
4. Interest at the Prescribed Rate shall be payable on the amount of any sum due
under paragraph 2(c) above if payment is not made within fifteen Business Days
after the due date until the date of actual payment.
5. If it comes to the notice of the Tenant or the Landlord that any Receipt or
Permitted Deduction which should have been included in an earlier Tenant's
Statement was omitted (and if for a preceding Accounting Year was not taken into
account in the Accountant's Statement relating thereto) then the omitted item
shall be deemed to constitute a Receipt or a Permitted Deduction for the
Quarterly Period in which the omission comes to the notice of the Tenant or the
Landlord and shall be detailed in the Tenant's Statement relating thereto and in
the Accountant's
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Statement for the Accounting Year in which the omission comes to the notice of
the Tenant or the Landlord.
6. In making payment under paragraph 2 above the paying party may set off any
unpaid sum due from the other party under that paragraph or paragraph 3 or 4 of
Part II of this Schedule and interest thereon at the appropriate rate (without
prejudice to any other rights in respect thereof) but payments under the said
paragraph 2 shall otherwise be clear of all deductions save as required by law.
PART IV
Bank accounts
1. During the Term the Tenant shall procure that all Receipts are paid into an
account (hereinafter called "the Current Account") in the joint names of the
Tenant and the Landlord but (as the Landlord hereby agrees and shall instruct)
(for so long as the Tenant remains solvent and has not materially defaulted in
the payment of any rent due hereunder and is not materially in default under any
other provision of this Lease in respect of which the Landlord shall have served
a notice under Section 146 of the Law of Property Act 1925) requiring only the
Tenant's signature as authority for any dealing other than a dealing in excess
of (pounds)100,000 (which shall require the signatures of both the Tenant and
the Landlord) with a London Clearing Bank or such other bank or financial
institution in the United Kingdom as may from time to time be approved in
writing by the Landlord (such approval not to be unreasonably withheld).
2. Except to the extent that any such items are pursuant to an obligation
imposed on the Tenant by any Underlease paid from any reserve fund referred to
in this Schedule the Tenant shall pay (or if already paid reimburse) the
Permitted Deductions for any Accounting Year incurred by the Tenant or the
Landlord from the Current Account to the extent of any credit balances thereon.
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3. Pending the distribution of the credit balances on the Current Account to the
Landlord by way of rent all credit balances on the Current Account exceeding the
amount reasonably and properly required for Permitted Deductions which fall to
be paid in the relevant Quarterly Period shall be transferred without delay for
full value on the date of transfer into a deposit account ("the Deposit
Account") which the Tenant shall identify following an appropriate review and
consultation between the parties before the commencement of each Accounting year
as bearing the highest rate of interest reasonably obtainable in the joint names
of the Tenant and the Landlord and requiring both parties' signatures as
authority for any dealing at the same bank or financial institution as that
which holds the Current Account or such other bank or financial institution in
the United Kingdom as may from time to time be approved in writing by the
Landlord (such approval not to be unreasonably withheld) or invested in any
other manner which the Landlord shall in its absolute discretion approve until
the next following Additional Rent Payment Day when the amount standing to the
credit of the Deposit Account (including all interest earned thereon) shall be
transferred for full value on that day to the Current Account.
4. The Current Account shall not be caused or permitted to become overdrawn
without the prior written authority of both the Landlord and the Tenant.
PART V
Facilities for Verification
The Tenant shall afford to the Landlord all reasonable facilities and
information for verification of all receipts payments calculations estimates and
expenditure referred to in this Schedule by production of books accounts
vouchers receipts counterpart Occupation Leases and other deeds and documents
and shall afford to the Landlord access at all reasonable times to all such
documents as are reasonably necessary to ascertain the Rent and the Net Income
and the Landlord shall be entitled to require from the Tenant such information
and explanation as the
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Landlord shall reasonably deem necessary for that purpose and shall be entitled
(at its own expense) to copy all such documents and other information
PART VI
Expert determination
Any dispute or difference arising under this Schedule (other than a question of
law and other than under Part VII of this Schedule) shall be referred to expert
determination and the provisions of paragraph 3 of Part VII of this Schedule
shall apply (mutatis mutandis) save that in all cases the expert shall be an
Accountant being a senior member of a leading firm of Chartered Accountants and
if the parties are unable to agree upon who should be appointed he shall be
appointed by or on behalf of the President for the time being of the Institute
of Chartered Accountants in England and Wales and save that the person appointed
shall act as an expert not as an arbitrator.
PART VII
Review of the Type A Rent
1. Definitions In this Part of this Schedule the following expressions have the
following meanings:-
1. (A) "Completed Premises" means the Demised Premises on the assumptions (if
not facts) that:-
(a) the Demised Premises had been constructed and completed by the
Landlord in accordance with the Rent Review Specification (but for the
avoidance of doubt disregarding the "Additions" and "Omissions" set out in
the Schedule of Agreed Additions to and Omissions from the Base Building
Contract included in the Rent Review Specification) immediately prior to
the date of this Lease;
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(b) all mechanical and electrical plant and machinery comprised in the
Rent Review Specification (but for the avoidance of doubt disregarding the
"Additions" and "Omissions" set out in the Schedule of Agreed Additions to
and Omissions from the Base Building Contract included in the Rent Review
Specification) had been tested and commissioned and the air-conditioning
system therein had been balanced tested and commissioned;
(c) all improvements or other alterations to the Demised Premises or any
part thereof carried out by or on behalf of the Tenant or Goldman Sachs
Property Management Limited or any sub-tenant or other lawful occupier
before or after the date of this Lease had not been so carried out (other
than such of the works referred to in sub-paragraph (a) above as have been
carried out by any of them) and that all tenant's fixtures have been
removed and all damage caused to the Demised Premises in so doing had been
made good; and
(d) the seventh floor of Peterborough Court contains 102 square feet of
usable office space more than it actually contains;
1 (B) "Review Unit" means each of the following parts of the Completed
Premises to the extent that it is included within the Type A Premises
(having regard to the operation of Parts VIII and IX of this Schedule) at
the relevant Review Date:-
(i) the Type A Premises as at the date hereof;
(ii) the third and fourth floor and part B3 and B2 levels of
Peterborough Court shown edged red and at basement level coloured
blue on Drawing Nos A101 A102 A107 and A108 marked "B" annexed
hereto;
(iii) the fifth floor and part B3 and B2 levels of Peterborough
Court shown edged red and at basement level coloured green on
Drawing Nos A101 A102 and A109 marked "B" annexed hereto;
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(iv) Daniel House;
1. (C) "Review Unit Rental Value" means the Rack Rental Market Value (as
defined in the Review Form of Lease subject however to the proviso
contained in this paragraph) of the relevant Review Unit at the
relevant Review Date as if:-
(1) the Review Form of Lease had been granted on the date hereof
for a term of years on and from 25th March 1991 expiring on
24th March 2016;
(2) the Review Unit had comprised the Premises demised by the
Review Form of Lease;
PROVIDED THAT in ascertaining such Rack Rental Market Value the
following shall be additionally disregarded:-
(a) all or any part of the rent free period originally granted to
the Tenant hereunder on the grant of this Lease;
(b) the amount of the rent first hereby reserved;
(c) any effect on rental value of the fact that the Tenant or any
sub-tenant had or their predecessors in title have been in
occupation of all or any part of the Demised Premises;
(d) any goodwill attached to all or any part of the Demised
Premises by reason of the business then carried on at the
Demised Premises by the Tenant or any sub-tenant or any of
their predecessors in title;
(e) any improvement or other alteration to the Completed Premises
or any part thereof carried out by the Tenant or Goldman Sachs
Property Management Limited or any sub-tenant or their
predecessors in title or other lawful
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occupier before or during the Term (other than such of the
works comprised in the Completed Premises as have been carried
out by any of them);
(f) any effect on rent of any of the obligations and covenants of
the Tenant under this Lease in relation to the Type B
Premises.
1. (D) "Review Form of Lease" means the form of lease so entitled annexed
hereto;
1. (E) "the Revised Rent" means the aggregate of the Review Unit Rental Values
of all of the Review Units at the relevant Review Date.
2. Review With effect from the 25th day of March in the years 1996 2001 2006 and
2011 (each a "Review Date") the Type A Rent shall be such an amount as shall be
the greater of (a) the yearly amount of the Type A Rent immediately before such
Review Date and (b) the Revised Rent agreed or determined in accordance with the
following provisions of this Part of this Schedule.
3. (a) Determination For the purposes of this paragraph 3 "Surveyor" shall mean
a Chartered Surveyor of at least ten years' standing and established experience
in letting premises in the City of London and Central London of a similar nature
and size to the Demised Premises who shall be agreed upon by the parties hereto
or in the event of failure so to agree to be nominated by or on behalf of the
President for the time being of The Royal Institution of Chartered Surveyors
upon the application of either party and who shall act as an arbitrator in
accordance with the Arbitration Acts 1950 to 1979.
3. (b) If the Landlord and the Tenant shall not agree on the amount of any Rack
Rental Market Value or the Revised Rent by the relevant Review Date then at the
election of the Landlord or the Tenant the amount thereof shall be determined by
the Surveyor PROVIDED THAT any reference to a Surveyor shall not prevent the
Landlord and the Tenant from agreeing
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any Rack Rental Market Value or the Revised Rent at any time and from
withdrawing the reference to the Surveyor subject to payment of the Surveyor's
proper charges up to the date of withdrawal.
3. (c) If the Surveyor shall die or become unwilling or unable to act before
giving his determination the Rack Rental Market Value and the Revised Rent shall
be decided by a further Surveyor and the process shall be repeated as often as
necessary until a determination is made.
4. Upwards only In no event shall the Type A Rent after any Review Date be less
than the Type A Rent immediately before such Review Date.
5. (a) Payment after Review Date In the event that by any Review Date 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 such Review Date and ending on the quarter day
immediately following the date upon which the amount of the Revised Rent is
agreed or determined as aforesaid (which date is hereinafter called "the Late
Payment Date") the Tenant shall continue to pay to the Landlord in manner
hereinbefore provided the Type A Rent at the yearly rate thereof payable
immediately before the relevant Review Date.
5. (b) On the Late Payment Date there shall be due as a debt payable by the
Tenant to the Landlord (without any requirement for any demand therefor by the
Landlord) as arrears of rent an amount equal to the shortfall between the amount
which would have been payable on each quarter day had the Revised Rent been
determined by the relevant Review Date and the amount payable by virtue of
paragraph 5(a) above during the Interval apportioned on a daily basis in respect
of the Interval together with interest at a rate four per centum below the
Prescribed Rate on the amount of such shortfall on and from the quarter day upon
which each instalment thereof would have been due had the Revised Rent been
agreed before the relevant Review Date.
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6. Statutory restrictions If at any Review Date the Landlord shall be obliged 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 Type A Rent 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 Type A Rent then
the Landlord shall on each occasion that any such enactment is removed relaxed
or modified be entitled on giving notice in writing to the Tenant expiring after
the date of each such removal relaxation or modification to specify such date as
an intermediate review date (hereinafter called "the Intermediate Review Date")
and the Type A Rent from an Intermediate Review Date to the next succeeding
Review Date or Intermediate Review Date (whichever shall first occur) shall be
determined in like manner as the rent payable from each Review Date as
hereinbefore provided.
7. Memorandum As soon as the amount of Type A Rent payable after each Review
Date has been agreed or ascertained in accordance with the terms hereof (and if
required by the Landlord so to do) the parties hereto (including any guarantor)
will at the expense of the Tenant forthwith sign a memorandum thereof specifying
the yearly amount of the Revised Rent.
8. Time of the essence Time shall not be of the essence for the purposes of this
Part of this Schedule.
PART VIII
Redesignation of Type A Premises on underletting
1 The Tenant may in connection with any application to the Landlord for consent
to underlet the whole or part of the Type A Premises on terms which satisfy the
criteria set out in paragraph 2 below give notice in writing to the Landlord of
its wish that with effect from the completion of the underletting the premises
underlet ("the Underlet Premises") shall be deemed for all the purposes of this
Lease to have been excluded from
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the definition of "Type A Premises" and included within the definition of "Type
B Premises" herein;
2 The criteria which a proposed underletting must satisfy for the purposes of
paragraph 1 above are:-
(a) the premises to be underlet must comprise the whole of the Type A
Premises or any complete floor or floors of the Type A Premises at ground
floor level or above (but not part only of any such floor or floors);
(b) the rent under the proposed underlease must not be less than the rent
then payable in respect of the Type A Premises or (in the case of an
underletting of a complete floor or floors) pro rata on a Net Internal
Area basis;
(c) any proposed undertenant of the premises to be underlet must be
acceptable to the Landlord whose acceptance shall not be unreasonably
withheld or delayed in the case of an undertenant who in the opinion of a
prudent institutional landlord would be acceptable having regard inter
alia to the effect of paragraph 1 above and of the following paragraphs of
this Part of this Schedule;
(d) the Tenant shall remain liable for all of its obligations hereunder in
respect of the premises to be underlet (other than the obligations to pay
the due proportion of the Type A Rent in respect thereof ascertained in
accordance with paragraph 5 or 6 below);
(e) the proposed underletting must otherwise be in accordance with the
provisions of Clause 3(22);
3 On and from the date of completion of an underletting permitted by and
complying with the terms of paragraph 2 above in relation to which the Tenant
shall have given written notice to the Landlord pursuant to paragraph 1 above
(the date of completion of such underletting being
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hereinafter referred to as "the Underletting Date") the deeming provisions
referred to in paragraph 1 above shall take effect.
4 On and with effect from the Underletting Date the percentage figures specified
in provisos (i) and (ii) to the definition of "Permitted Deductions" in Part I
of this Schedule shall be increased as follows:-
(a) the percentage from time to time applicable under proviso (i) shall be
increased by:-
D x 100
-
E
(b) the percentage from time to time applicable under proviso (ii) shall
be increased by:-
D x 100
-
F
where D is the Net Internal Area of the Underlet Premises;
E is the Net Internal Area of the Demised Premises;
F is the Net Internal Area of Peterborough Court
5 (a) On and from the Underletting Date the Type A Rent shall be decreased
in accordance with the following formula:-
X = Y + Z
where X is the amount of the decrease
Y is the Net Internal Area of the Underlet Premises
at ground floor level and above multiplied by the
amount of the Type A Rent per
-69-
square foot applicable to the respective floors
thereof.
Z is the Net Internal Area of the Underlet Premises
at basement level multiplied by the amount of the
Type A Rent per square foot applicable to the
respective floors thereof
(b) For the purposes of paragraph 5(a) above the Type A Rent means the
yearly amount of rent per square foot applied in relation to the relevant
floor in calculating the Type A Rent upon the latest review of rent
hereunder or (if there shall have been no review of rent hereunder) upon
the grant of this Lease.
(c) Provided that if any such Type A Rent was not calculated by reference
to separate amounts per square foot for the respective floors the Type A
Rent shall be decreased by that proportion which the Net Internal Area of
the Underlet Premises bears to the Net Internal Area of the Type A
Premises as a whole immediately before the Underletting Date.
6 As soon as the amount of Type A Rent payable after the Underletting Date has
been agreed or ascertained in accordance with paragraph 5 above the parties
hereto (including any guarantor) will forthwith sign a memorandum thereof
specifying the yearly amount.
PART IX
Redesignation of Type B Premises on occupation by Tenant
1 In this Part of this Schedule a "Conversion Unit" means:-
(a) the part of the Type B Premises as at the date hereof shown edged red
and at basement level coloured green on Drawing Nos A101
-70-
A102 and A109 marked "B" annexed hereto (being the fifth floor and storage
area allocated thereto);
(b) the part of the Type B Premises as at the date hereof shown edged red
and at basement level coloured blue on Drawing Nos A101 A102 A107 and A108
marked "B" annexed hereto (being the third and fourth floors and storage
area allocated thereto) or the third or fourth floor level thereof
together with an appropriate part of such storage area first approved in
writing by the Landlord (whose approval shall not be unreasonably
withheld);
(c) the whole of each area redesignated as Type B Premises pursuant to
part VIII of this Schedule or any complete floor thereof at ground floor
level or above together with an appropriate part of the storage area
included in the relevant redesignation first approved in writing by the
Landlord (whose approval shall not be unreasonably withheld);
(d) the whole of Daniel House;
2 The Tenant shall notify the Landlord of its intention to occupy or to permit a
Related Company to occupy a Conversion Unit and shall further notify the
Landlord forthwith upon commencement of any such occupation.
3 If at any time the Tenant or (otherwise than pursuant to an underlease dealt
with under the provisions of Clause 5(3) hereof) any Related Company shall
occupy the whole or any part of a Conversion Unit then from and including the
date on which such occupation commences ("the Occupation Date") the relevant
Conversion Unit shall for the remainder of the Term (but subject to Part VIII of
this Schedule) be deemed for all the purposes of this Lease to have been
excluded from the definition of "Type B Premises" and included within the
definition of "Type A Premises".
4 On and from the Occupation Date the percentage figures specified in provisos
(i) and (ii) to the definition of "Permitted Deductions" in Part I of this
Schedule shall be decreased as follows:-
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(a) the percentage from time to time applicable under proviso (i) shall be
decreased by:-
D x 100
-
E
(b) the percentage from time to time applicable under proviso (ii) shall
be decreased by:-
D x 100
-
F
where D is the Net Internal Area of the Conversion Unit;
E is the Net Internal Area of the Demised Premises;
F is the Net Internal Area of the Peterborough Court
5 (a) On and from the Occupation Date the Type A Rent shall be increased in
accordance with the following formula:-
X = Y + Z
where X is the amount of the increase
Y is the Net Internal Area of the Conversion Unit at
ground floor level and above multiplied by the amount of
the then current Type A Rent per square foot applicable
to the ground floor level and above.
Z is the Net Internal Area of the Conversion Unit at
basement level multiplied by the amount of the then
current Type A Rent per square foot applicable to the
basement level
-72-
(b) Provided that if any such Type A Rent was not calculated by reference
to separate amounts per square foot for the respective floors the Type A
Rent shall be increased by that proportion which the Net Internal Area of
the Underlet Premises bears to the Net Internal Area of the Type A
Premises as a whole immediately before the Occupation Date.
6 Neither the Tenant nor (otherwise than pursuant to an underlease dealt with
under the provisions of Clause 5(3) hereof) any Related Company shall go into
occupation of any storage area of the Type B Premises save where such storage
area is part of a Conversion Unit.
7 As soon as the amount of Type A Rent payable after the Underletting Date has
been agreed or ascertained in accordance with paragraph 5 above the parties
hereto (including any guarantor) will forthwith sign a memorandum thereof
specifying the yearly amount thereof.
THE FOURTH SCHEDULE
Covenants by the Guarantor
1. Covenant and Indemnity by the Guarantor
The Guarantor hereby covenants with the Landlord as a primary obligation that
the Tenant or the Guarantor shall at all times during the Term (including any
continuation or renewal of this Lease) duly perform and observe all the
covenants on the part of the Tenant contained in this Lease including the
payment of the rents and all other sums payable under this Lease in the manner
and at the times herein specified.
2. Waiver by Guarantor
The Guarantor hereby waives any right to require the Landlord to proceed against
the Tenant or to pursue any other remedy whatsoever which may be available to
the Landlord before proceeding against the Guarantor.
-73-
3. Postponement of claims by Guarantor against Tenant
The Guarantor hereby further covenants with the Landlord that the Guarantor
shall not claim in any liquidation bankruptcy composition or arrangement of the
Tenant in competition with the Landlord and shall remit to the Landlord the
proceeds of all judgments and all distributions it may receive from any
liquidator trustee in bankruptcy or supervisor of the Tenant and shall hold for
the benefit of the Landlord all security and rights the Guarantor may have over
assets of the Tenant whilst any liabilities of the Tenant or the Guarantor to
the Landlord remain outstanding.
4. Postponement of participation by Guarantor in security
The Guarantor shall not be entitled to participate in any security held by the
Landlord in respect of the Tenant's obligations to the Landlord under this Lease
or to stand in the place of the Landlord in respect of any such security until
all the obligations of the Tenant or the Guarantor to the Landlord under this
Lease have been performed or discharged.
5. No release of Guarantor
None of the following or any combination thereof shall release determine
discharge or in any way lessen or affect the liability of the Guarantor as
principal debtor under this Lease or otherwise prejudice or affect the right of
the Landlord to recover from the Guarantor to the full extent of this
guarantee:-
(a) any neglect delay or forbearance of the Landlord in endeavouring to
obtain payment of the rents or the amounts required to be paid by the
Tenant or in enforcing the performance or observance of any of the
obligations of the Tenant under this Lease;
(b) any refusal by the Landlord to accept rent tendered by or on behalf of
the Tenant at a time when the Landlord was entitled (or
-74-
would after service of a notice under Section 146 of the Law of Property
Act 1925 have been entitled) to re-enter the Demised Premises;
(c) any extension of time given by the Landlord to the Tenant;
(d) any variation of the terms of this Lease (including any reviews of the
rent payable under this Lease) or the transfer of the Landlord's reversion
or the assignment of this Lease;
(e) any change in the constitution structure or powers of either the
Tenant the Guarantor or the Landlord or the liquidation administration or
bankruptcy (as the case may be) of either the Tenant or the Guarantor;
(f) any legal limitation or any immunity disability or incapacity of the
Tenant (whether or not known to the Landlord) or the fact that any
dealings with the Landlord by the Tenant may be outside or in excess of
the powers of the Tenant;
(g) any other act omission matter or thing whatsoever whereby but for this
provision the Guarantor would be exonerated either wholly or in part
(other than a release under seal given by the Landlord).
6. Disclaimer or forfeiture of Lease
(a) The Guarantor hereby further covenants with the Landlord that:-
(i) if a liquidator or trustee in bankruptcy shall disclaim or surrender
this Lease; or
(ii) if this Lease shall be forfeited; or
(iii) if the Tenant shall cease to exist
-75-
THEN the Guarantor shall if the Landlord by notice in writing given to the
Guarantor within three (3) months after such disclaimer or other event so
requires accept from and execute and deliver to the Landlord a counterpart of a
new lease of the Demised Premises for a term commencing on the date of the
disclaimer or other event and continuing for the residue then remaining
unexpired of the Term such new lease to be at the cost of the Guarantor and to
be at the same rents and subject to the same covenants conditions and provisions
as are contained in this Lease.
(b) If the Landlord shall not require the Guarantor to take a new Lease the
Guarantor shall upon demand pay to the Landlord a sum equal to the rents and
other sums that would have been payable under this Lease but for the disclaimer
or other event in respect of the period from and including the date of such
disclaimer or other event until the expiration of three (3) months therefrom or
until the Landlord shall have granted a Lease of the Demised Premises to a third
party (whichever shall first occur).
7. Benefit of guarantee
This guarantee shall enure for the benefit of the successors and assigns of the
Landlord under this Lease without the necessity for any assignment thereof.
[SEAL OMITTED] ON COUNTERPART
THE COMMON SEAL of GOLDMAN SACHS
INTERNATIONAL LIMITED was hereunto
affixed in the presence of:
Director
/s/ [ILLEGIBLE]
Secretary
/s/ [ILLEGIBLE]
-76-
APPROVED FORM OF UNDERLEASE
[APPROVED FORM OF UNDERLEASE]
DATED 19
---------------------------------------
GOLDMAN SACHS INTERNATIONAL LIMITED
- and -
GOLDMAN SACHS PROPERTY MANAGEMENT LIMITED
- to -
[ ]
------------------------------------
U N D E R L E A S E
-- of --
premises on the [ ] and [ ] floors
and part basement levels [ ] and [ ]
Peterborough Court, 133 Fleet Street,
London EC4
------------------------------------
TERM COMMENCES : 19
EXPIRES : 21st March 2016
------------------------------------
Note: This form to be read as modified mutatis mutandis
for use in relation to Daniel House
LINKLATERS & PAINES, (RGF)
Barrington House,
59-67 Gresham Street,
London EC2V 7JA.
I N D E X
Clause Page
-----
1. DEFINITIONS ..................................................... 1
2. DEMISE AND RENTS ................................................ 9
3. TENANT'S COVENANTS .............................................. 11
(1) Rent ....................................................... 11
(2) Interest on overdue moneys ................................. 11
(3) Outgoings .................................................. 11
(4) Utilities .................................................. 12
(5) Repair ..................................................... 12
(6) Plant and Machinery ........................................ 13
(7) Decoration ................................................. 13
(8) Cleaning ................................................... 13
(9) Permit entry ............................................... 14
(10) Notices to repair .......................................... 14
(11) Dangerous Substances and Insurances., ...................... 14
(12) Overloading floors and services ............................ 16
(13) Conduits ................................................... 16
(14) Disposal of refuse ......................................... 17
(15) Not to cause obstruction ................................... 17
(16) User ....................................................... 17
(17) Regulations ................................................ 18
(18) Signs ...................................................... 18
(19) Alteration ................................................. 18
(20) Alienation ................................................. 21
(21) Registration ............................................... 24
(22) Easements .................................................. 25
(23) Landlord's costs ........................................... 25
(24) Statutory requirements ..................................... 26
(25) Planning ................................................... 28
(26) Notices affecting the Premises ............................. 28
(27) Defects and indemnity ...................................... 29
(28) Reletting notices .......................................... 29
(29) Applications for consent ................................... 29
(30) Observe covenants .......................................... 29
(31) Breaches by underlessees ................................... 30
(32) Yield up ................................................... 30
(33) VAT ....................................................... 31
(34) Reimbursement of VAT ....................................... 32
4.LANDLORD'S COVENANTS ................................................ 32
(1) Quiet enjoyment ............................................ 32
(2) Insurance .................................................. 32
(3) Superior Lease ............................................. 34
- (i) -
C1ause Page
-----
5. PROVISOS ........................................................ 35
(1) Forfeiture .................................................. 35
(2) Implied easements ........................................... 36
(3) Restrictions on adjoining property .......................... 37
(4) Variation of and liability for Services .................... 37
(5) Cesser of rent .............................................. 37
(6) Abandoned property .......................................... 38
(7) Notices ..................................................... 38
(8) Superior Lease .............................................. 39
6. SERVICES AND SERVICE CHARGE ..................................... 39
(1) Management Company's covenant ............................... 39
(2) Landlord's covenant ......................................... 39
(3) Services by Landlord ........................................ 39
(4) Service Charge .............................................. 40
FIRST SCHEDULE - The Premises ..................................... 41
SECOND SCHEDULE - Rights granted to the Tenant ..................... 42
THIRD SCHEDULE - Exceptions and reservations ...................... 44
FOURTH SCHEDULE I - The Superior Lease ............................... 46
II - Documents which affect or relate to the
Premises ......................................... 46
FIFTH SCHEDULE - Review of rent First reserved .................... 47
SIXTH SCHEDULE - Service Charge ................................... 53
SEVENTH SCHEDULE - Guarantor's covenants ............................ 62
- (ii) -
T H I S U N D E R L E A S E made the day of One thousand nine hundred and
BETWEEN GOLDMAN SACHS INTERNATIONAL LIMITED whose registered office is at
Peterborough Court 133 Fleet Street London EC4 (hereinafter called "the
Landlord") of the first part GOLDMAN SACHS PROPERTY MANAGEMENT LIMITED whose
registered office is also at Peterborough Court aforesaid (hereinafter called
"the Management Company") of the second part and [ ] (hereinafter called the
Tenant") of the third part.
W I T N E S S E T H as follows:-
1. DEFINITIONS
IN this Underlease unless there be something in the subject or context
inconsistent therewith:-
1. (1) (a) Where there are two or more persons included in the expression "the
Tenant" covenants contained in this Underlease which are expressed to be made by
the Tenant shall be deemed to be made by such persons jointly and severally;
1. (1) (b) Any reference to an Act of Parliament shall include any modification
extension or re-enactment thereof for the time being in force and shall also
include all instruments orders plans regulations permissions and directions for
the time being made issued or given thereunder or deriving validity therefrom;
1. (1) (c) Any two companies shall be taken to be members of a group if and only
if one is the subsidiary of the other or both are subsidiaries of a third
company where subsidiary has the meaning assigned to it by Section 736 of the
Companies Act 1985 as originally enacted;
1. (1) (d) Any covenant by the Tenant not to do any act or thing shall include
an obligation not to permit allow or suffer such act or thing to be done;
-1-
1. (1) (e) References to any right of the Landlord to have access to the
Premises shall be construed as extending to the Superior Landlord and to all
persons properly authorised by the Landlord and the Superior Landlord;
1. (1) (f) Whenever the consent or approval of the Landlord is required or
requested in relation to this Underlease such provisions shall be construed as
also requiring the consent or approval of the Superior Landlord where the same
shall be required pursuant to the Superior Lease;
1. (1) (g) The titles or headings appearing in this Underlease are for reference
only and shall not affect the construction hereof;
1. (1) (h) Any reference to Value Added Tax shall include any tax of a similar
nature that may be substituted for or levied in addition to it;
1. (2) The following expressions shall have the meanings hereinafter mentioned
(that is to say):-
1. (2) (a) "the Building" means the land shown for the purpose of identification
only edged green on the location plan marked "A" annexed hereto together with
the courtyard and building thereon known as Peterborough Court 133 Fleet Street
London EC4 and each and every part thereof and all additions alterations and
improvements thereto or reinstatements thereof or buildings substituted
therefor;
1. (2) (b) "Business Day" means any day from Monday to Friday (inclusive) other
than Good Friday Christmas Day and bank and public holidays;
1. (2) (c) "the Car Parking Spaces" means the car parking spaces in the Building
which the Tenant is entitled to use from time to time pursuant to paragraph 2 of
the Second Schedule;
1. (2) (d) "Common Parts" means:-
-2-
1. (2) (d) (i) the main entrance hall through 133 Fleet Street;
1. (2) (d) (ii) the courtyard of Peterborough Court and the accessways linking
the same to Fleet Street;
1. (2) (d) (iii) the galleries on the northern and eastern sides of the said
courtyard and all other pedestrian entrances and lobbies linking them to Shoe
Lane and Wine Office Court;
1. (2) (d) (iv) the main reception foyer and the escalators and stairs leading
from it;
1. (2) (d) (v) the lift lobbies and all passenger and goods lifts (including
firemen's and disabled lifts but excluding any within a Lettable Unit);
1. (2) (d) (vi) any lavatory and washroom facilities at ground floor and
basement levels from time to time designated by the Landlord for common use;
1. (2) (d) (vii) the loading dock lorry berths refuse collection and/or
compaction and other servicing areas the car parking areas all vehicle entrances
accessways ramps and circulation areas;
1. (2) (d) (viii) all other entrances corridors passages stairs escalators
landings balconies escape routes pavements landscaped or open areas within or
serving the Building (excluding any within a Lettable Unit);
1. (2) (e) "Conduits" means all ducts shafts channels cisterns tanks radiators
sewers drains watercourses gulleys gutters pipes wires cables meters valves and
all other conducting media plant equipment and apparatus for the provision or
supply of services serving the Building or any part thereof and where applicable
serving in common any adjoining or neighbouring building or premises (other than
any belonging to a relevant supply authority);
-3-
1. (2) (f) "Daniel House" means the land shown for the purpose of identification
only edged blue on the location plan marked "A" annexed hereto together with the
building thereon comprising numbers 131-141 Fleet Street London EC4 and each
and every part thereof and all additions alterations and improvements thereto or
reinstatements thereof or buildings substituted therefor;
1. (2) (g) "the Full Cost of Reinstatement" shall mean all costs (including the
cost of shoring up demolition and site clearance Architects' Surveyors' and
other professional fees) and Value Added Tax which would be likely to be
incurred in rebuilding or reinstatement in accordance with the requirements of
this Underlease at the time when such rebuilding or reinstatement is likely to
take place having regard to all relevant factors including any increases in
building costs expected or anticipated to take place at any time up to the date
of completion of the rebuilding or reinstatement and shall be properly
determined by the Superior Landlord or the Landlord;
1. (2) (h) "the Insured Risks" means risks in respect of loss or damage by fire
lightning explosion earthquake aircraft (other than hostile aircraft) and other
aerial devices or articles dropped therefrom impact by vehicles or animals riot
and civil commotion storm tempest flood bursting or overflowing of water tanks
apparatus or pipes subsidence malicious damage and such other risks or insurance
as may from time to time reasonably be required by the Superior Landlord or the
Landlord subject to such exclusions and limitations as may be usual in the
London insurance market and imposed by the Insurers;
1. (2) (i) "the Insurers" means the insurance office or underwriters of good
repute with whom the insurance cover referred to in C1ause 4(2) hereof is
effected;
1. (2) (j) "the Landlord" shall include the person for the time being entitled
to the reversion immediately expectant on the determination of the Term;
-4-
1. (2) (k) "the Landlord's Plant" means:-
1. (2) (k) (i) all escalators and passenger goods and emergency lifts;
1. (2) (k) (ii) the whole of the sprinkler system including sprinkler heads;
1. (2) (k) (iii) the whole of the fire alarm and detection systems (other than
any stand alone system additionally installed by tenants or other occupiers);
1. (2) (k) (iv) the whole of the permanent fire fighting system (other than
portable extinguishers in the Lettable Units);
1. (2) (k) (v) the whole of the chilled water system (other than any stand alone
system additionally installed by tenants or other occupiers);
1. (2) (k) (vi) the whole of the perimeter heating system;
1. (2) (k) (vii) the whole of the Building Management System (other than any
independent stand alone system additionally installed by tenants or other
occupiers);
1. (2) (k) (viii) the central electrical supply system from mains supply up to
and including the electrical riser busbars connecting to distribution boards to
Lettable Units at each level;
1. (2) (k) (ix) the emergency standby generator and electrical system (but not
any generator and/or uninterrupted power supply system serving exclusively the
Lettable Units) up to and including riser busbars connecting to distribution
boards to Lettable Units at each level;
1. (2) (k) (x) the air handling system limited at each level of office
accommodation to air handling units at each such level and the electricity
supply and control systems for the same and the air ducts
-5-
leading from such air handling units to the point where such ducts enter the
Lettable Units (other than any stand alone system additionally installed by
tenants or other occupiers);
1. (2) (k) (xi) the closed circuit television and intruder alarm systems at all
points of entry into the Building and other security systems to the Retained
Areas;
1. (2) (k) (xii) the window cleaning/maintenance cradles carriages gantries and
runways;
1. (2) (k) (xiii) all loading dock equipment;
1. (2) (k) (xiv) all mechanically or electrically operated doors barriers gates
and shutters;
1. (2) (k) (xv) all refuse compactors and refuse disposal systems;
1. (2) (k) (xvi) all other plant machinery and equipment provided in connection
with the provision of the Services;
1. (2) (k) (xvii) all other Conduits lying within the Building (up to and
including the point of connection to but otherwise excluding Conduits
exclusively serving Lettable Units);
1. (2) (1) "Landlord's Surveyors" means the surveyors or managing agents
employed directly or indirectly by the Landlord (who may be an employee of the
Landlord or a company within the same group of companies as the Landlord);
1. (2) (m) "Lettable Unit" means any unit of accommodation forming part of the
Building which is designed or adapted for separate occupation or letting from
time to time (excluding such elements as are excluded by paragraphs (i)-(v) of
the First Schedule and excluding the Management Premises);
-6-
1. (2) (n) "the Loss of Rent" means the loss of rent First and Fourthly reserved
by this Underlease and for the time being payable hereunder for five years (and
subject to the same being available on reasonable terms in the London insurance
market for an additional two years) or such longer period as may reasonably be
required by the Landlord having regard to the likely period required for
reinstatement in the event of either partial or total destruction in an amount
which would take into account the Superior Landlord's or the Landlord's
reasonable estimate of the potential increases in rent in accordance with the
rent review provisions hereinafter contained and any Value Added Tax properly
chargeable in respect thereof;
1. (2) (o) "Management Premises" means the management premises and the mail and
messenger room at B2 and ground floor levels of the Building shown edged purple
on drawing numbers A102 and A104 annexed hereto;
1. (2) (p) "Net Internal Area" means Net Internal Area as defined in the Code of
Measuring Practice published by The Royal Institution of Chartered Surveyors and
the Incorporated Society of Valuers and Auctioneers (Third Edition January 1990)
as modified or superseded from time to time;
1. (2) (q) "Office Hours" means the hours of eight a.m. to eight p.m. on Mondays
to Fridays except in any case Good Friday Christmas Day and bank and public
holidays;
1. (2) (r) "Permitted Letting Unit" means:-
1. (2) (r) (i) the whole of each floor level of the Premises
1. (2) (r) (ii) any part of a single floor level of the Premises comprising not
less than five thousand square feet of Net Internal Area where such part is
reasonably located having regard to the provision of lavatory and washroom
facilities lifts services cores and other common parts to be used in connection
therewith;
-7-
together in each case with such part of the basement level of the Premises and
the right to use such number of Car Parking Spaces as shall reasonably be
required therewith;
1. (2) (s) "the Planning Acts" means the Town and Country Planning Act 1990;
Planning (Listed Building and Conservation Areas) Act 1990; Planning (Hazardous
Substances) Act 1990; and Planning (Consequential Provisions) Act 1990;
1. (2) (t) "the Premises" means the premises described in the First Schedule
hereto and each and every part thereof together with all additions alterations
and improvements thereto;
1. (2) (u) "the Prescribed Rate" means a rate of interest being four per centum
per annum over the Base Rate from time to time of Barclays Bank PLC or over such
other rate as may from time to time replace the same or over such other
comparable rate as the Landlord may from time to time reasonably require;
1. (2) (v) "the Rent Review Specification" means the Base Fitting-Out
Specification together with the Base Building Specification annexed hereto
detailing the standard of the Premises to be assumed on a review of the rent
first reserved hereby;
1. (2) (w) "Retained Areas" means the Common Parts all structural and exterior
parts of the Building all boundary and party walls of the Building and all other
parts of the Building save for the Lettable Units;
1. (2) (x) "Review Date" means the Twenty-fourth day of June in the years One
thousand nine hundred and ninety six Two thousand and one Two thousand and six
and Two thousand and eleven;
1. (2) (y) "the Services" means the services set out in Part II(A) of the Sixth
Schedule hereto;
1. (2) (z) "the Service Charge" means the service charge as provided in the
Sixth Schedule hereto;
-8-
1. (2) (aa) "the Superior Landlord" means the person or persons for the time
being entitled to the reversion immediately expectant on the determination of
the Superior Lease;
1. (2) (bb) "the Superior Lease" means the lease referred to in Part I of the
Fourth Schedule hereto being the lease under which the Landlord holds inter alia
the Premises;
1. (2) (cc) (i) "the Tenant" shall include its successors in title and in the
case of an individual shall include his personal representatives;
1. (2) (cc) (ii) "the Guarantor(s)" means the person(s) from time to time
guaranteeing the obligations of the Tenant hereunder and in the case of an
individual shall include his personal representatives Provided that for the
purposes of C1ause 5(1)(c)(d) and (e) hereof the expression shall mean only the
guarantor(s) of the Tenant in whom this Underlease is vested from time to time
and not of any other Tenant who shall have assigned its interest hereunder;
and where there are two or more persons included in the expression "the Tenant"
or "the Guarantor" such expression shall include each of such persons;
1. (2) (dd) "the Term" means the term of years hereby granted together with any
continuation thereof (whether under an Act of Parliament or by the Tenant
holding over or for any other reason);
1. (2) (ee) "this Underlease" means this Underlease and any document
supplemental hereto or collateral herewith or entered into pursuant to or in
accordance with the terms hereof;
2. DEMISE AND RENTS
THE Landlord HEREBY DEMISES unto the Tenant ALL THAT the Premises TOGETHER
WITH the easements and other rights contained or referred to in
-9-
the Second Schedule hereto EXCEPT AND RESERVING as mentioned in the Third
Schedule hereto TO HOLD the same SUBJECT to the provisions contained or referred
to in the documents referred to in Part II the Fourth Schedule hereto (in so far
as the same are still subsisting and capable of being enforced and affect the
Premises but not further or otherwise) unto the Tenant on and from the day
of One thousand nine hundred and for a term of years expiring on the
[ ] YIELDING AND PAYING therefor during the
Term and in proportion for any less time than a year
FIRST the clear YEARLY RENTS of [ ] POUNDS ((pounds)) to be paid in
advance by equal quarterly payments on the usual quarter days (namely the
Twenty-fifth day of March the Twenty-fourth day of June the Twenty-ninth
day of September and the Twenty-fifth day of December) clear of all
deductions whatsoever (except for deductions which the Tenant is by law
bound to make) the first of such payments in respect of the period on and
from the day of One thousand nine hundred and to the
quarter day next following to be made on the day of One thousand
nine hundred and ;
SECONDLY by way of additional rent on demand the whole of the additional
cost to the Landlord of providing any of the Services at the request of
the Tenant outside Office Hours (or in the event of Services being
provided outside Office Hours for the use of the Tenant and any other
tenant(s) or occupier(s) of the Building a fair proportion thereof) as
determined by the Landlord's Surveyors;
THIRDLY by way of additional rent on demand all sums which the Landlord
may from time to time properly pay in respect of insurance of the Loss of
Rent and a fair proportion determined by the Landlord's Surveyors of the
sums which the Landlord may from time to time pay in respect of insurance
of the Building against loss or damage by the Insured Risks;
-10-
FOURTHLY by way of additional rent the Service Charge payable to the
Landlord pursuant to C1ause 6(4) hereof;
FIFTHLY by way of additional rent on demand the moneys referred to in
C1ause 3(2) hereof.
3. TENANT'S COVENANTS
THE Tenant to the intent that the obligations hereby created shall
continue throughout the Term HEREBY COVENANTS with the Landlord as follows:-
3. (1) Rent To pay the rents hereinbefore reserved at the times and in the
manner aforesaid;
3. (2) Interest on overdue moneys If any sum payable by the Tenant under this
Underlease shall not be paid on the due date to pay on demand to the Landlord
interest thereon at the Prescribed Rate from the date when the same became due
until payment thereof (as well after as before any judgment);
3. (3) Outgoings To bear pay and discharge all existing and future rates taxes
duties charges assessments impositions and outgoings whatsoever (whether
parliamentary parochial local or otherwise and whether or not of a capital or
non-recurring nature) which now are or may at any time hereafter during the
Term be charged levied assessed or imposed upon the Premises or the Car Parking
Spaces or upon the owner or occupier in respect thereof other than:-
3. (3) (a) any tax assessed on the Landlord (other than Value Added Tax if
applicable) in respect of any rent received by the Landlord under this
Underlease (unless the statute imposing such tax shall prescribe or intend that
the tax is payable by the Tenant); and
3. (3) (b) any tax payable only as a direct result of the grant of this
Underlease or any dealing by the Landlord with its reversionary interest in the
Premises;
-11-
Provided that if any assessment is made in relation to the Premises or the Car
Parking Spaces together with other premises or areas the Tenant shall pay to the
Landlord a fair proportion thereof to be determined by the Landlord's Surveyors;
3. (4) Utilities To pay to the suppliers of and to indemnify the Landlord
against all charges for water electricity gas all types of telephonic
communication and other services used on or in relation to the Premises
(including without limitation all charges for meters and all standing charges)
Provided that if and in case the water electricity gas or other services shall
be metered or charged jointly in respect of the Premises and other premises to
pay to the Landlord on demand a fair proportion thereof to be determined by the
Landlord's Surveyors;
3. (5) (a) To repair To repair and to put and keep the Premises and the Conduits
to the extent that they serve exclusively the Premises (but excluding such of
the Landlord's Plant as is within the Premises and the point of connection to
Conduits serving also other premises) in good and substantial repair and
condition and as and when necessary to replace any of the landlord's fixtures
and fittings in the Premises which are or become beyond repair with new ones
which are similar in type and quality (damage by the Insured Risks excepted in
each case save to the extent that payment of any insurance moneys be refused in
whole or in part by reason of or arising out of any act omission neglect or
default of the Tenant or any person deriving title under the Tenant or any
person under its or their control);
3. (5) (b) As often as shall be necessary in order to comply with the covenant
contained in sub-clause (a) of this C1ause 3(5) to rebuild reinstate or replace
the Premises or any part or parts thereof (damage by any of the Insured Risks
excepted in each case save to the extent that payment of any insurance be
refused in whole or in part by reason of or arising out of any neglect or
default of the Tenant or any person deriving title under the Tenant or any
person under its or their control);
-12-
3. (6) (a) Plant and Machinery To keep all plant machinery apparatus and
equipment in the Premises (excluding Landlord's Plant) properly maintained and
in good working order and condition and for that purpose:-
3. (6) (a) (i) to employ reputable contractors to inspect maintain and service
the same regularly;
3. (6) (a) (ii) to renew or replace all working and other parts as and when
necessary;
3. (6) (a) (iii) to use all reasonable endeavours to ensure by directions to the
Tenant's staff and otherwise that such plant and machinery is properly operated;
3. (6) (b) When reasonably required by the Landlord following any alterations to
the electrical circuits by the Tenant to produce to the Landlord a certificate
issued by an electrical contractor (who shall first be approved in writing by
the Landlord (such approval not to be unreasonably withheld)) that the
electrical circuits within the Premises comply in all respects with the
regulations of the Institute of Electrical Engineers current when the electrical
circuits were installed or other amended standards (approved by the Landlord
such approval not to be unreasonably withheld) or recommended current codes of
practice (approved by the Landlord such approval not to be unreasonably
withheld);
3. (7) Decoration As often as may be necessary and in any event not less
frequently than once in every fifth year during the Term but so as to comply
with the requirements of the Superior Lease and also during the last year
thereof (howsoever the same may be determined) properly to prepare and decorate
the interior of the Premises throughout in a good and workmanlike manner in
accordance with any instructions of the manufacturers of the products used and
such decoration and treatment in the last year of the term to be executed in
such colours and with such materials as the Landlord may reasonably approve;
3. (8) C1eaning To keep the interior of the Premises properly cleaned and tidy
and clear of all rubbish and to clean at least once in every
-13-
month the inside of the window panes and frames of the Premises and all glass
(if any) in the entrance doors thereto;
3. (9) Permit entry To permit the Landlord and all persons authorised by the
Landlord at all times on giving reasonable prior written notice (except in
emergency) to the Tenant to enter the Premises for the purpose of ascertaining
that the covenants and conditions of this Underlease have been observed and
performed to view the state of repair and condition thereof and to take a
schedule of the Landlord's fixtures and of any dilapidations and to exercise the
rights herein excepted and reserved the persons entering causing as little
damage and inconvenience to the Tenant and/or other occupiers as reasonably
practicable and making good any damage caused to the Premises thereby;
3. (10) Notices to repair To remedy all breaches and repair all defects of which
notice in writing shall be given to the Tenant by the Landlord and for which the
Tenant is liable hereunder and to commence the same as soon as reasonably
practicable after receipt of such notice (or sooner if requisite) and thereafter
diligently to proceed with and complete the same within two calendar months and
if the Tenant shall fail to comply with any such notice it shall be lawful (but
not obligatory) for the Landlord (without prejudice to the right of re-entry
hereinafter contained) to enter the Premises to make good the same at the cost
of the Tenant which cost (together with all Solicitors' and Surveyors' charges
and other expenses which may be properly incurred by the Landlord in connection
therewith) shall be repaid by the Tenant to the Landlord on demand and in
default of payment the same shall be recoverable as rent in arrear;
3. (11) (a) Dangerous Substances and Insurances Not to bring into the Premises
or the Building or to place or store or permit to remain therein any article or
thing which is or may become dangerous offensive combustible inflammable
radioactive or explosive and not to carry on or do thereon any hazardous trade
or act in consequence of which the Landlord would be likely to be prevented from
insuring the Premises or the Building at the ordinary rate of premium or whereby
any insurance
-14-
effected in respect thereof of which details have been supplied to the Tenant
would be likely to be vitiated or prejudiced and not without the written consent
of the Landlord (which shall not be unreasonably withheld if the Tenant pays any
additional premium) to do anything whereby any additional premium becomes
payable for the insurance of the Premises or the Building;
3. (11) (b) In the event of the Premises or any part of the Building bounding
the Premises or any part thereof being destroyed or damaged by any peril or risk
whatsoever to give notice thereof to the Landlord as soon as such destruction or
damage shall come to the notice of the Tenant;
3. (11) (c) To comply with all the proper requirements (and recommendations
failure to comply with which would be likely to vitiate or prejudice any
insurance on usual terms effected in respect of the Premises or the Building) of
the Insurers relating to the Premises (save to the extent that the Landlord or
the Management Company is obliged to comply with the same hereunder);
3. (11) (d) Not to effect any insurance relating to the Premises which would
have the effect of causing the Insurers to refuse to make payment of any claim
in full;
3. (11) (e) The Tenant shall notify the Landlord and the Superior Landlord in
writing at the time of the installation thereof of the full reinstatement cost
of any fixtures and fittings installed at any time by the Tenant and which may
be or become landlord's fixtures and fittings for the purpose of enabling the
Landlord or the Superior Landlord (as the case may be) to effect adequate
insurance cover for the same;
3. (11) (f) If the Tenant shall become entitled to the benefit of any insurance
on the Premises which causes the Insurers to refuse to make payment of any claim
of the Landlord or the Superior Landlord in full then to the extent that the
claim shall not be so met the Tenant shall apply all moneys received by virtue
of such insurance in making good the loss or damage in respect of which the same
shall have been received;
-15-
3. (11) (g) In the event of the Premises or the Building or any part thereof
being destroyed or damaged by any of the Insured Risks and the insurance money
under any insurance against the same effected thereon by the Landlord being
wholly or partly irrecoverable by reason solely or in part of any act or default
of the Tenant or any person deriving title under the Tenant or their respective
servants agents licensees or invitees then and in every such case the Tenant
will forthwith pay to the Landlord the whole or (as the case may require) a fair
proportion of the irrecoverable insurance moneys;
3. (12) (a) Overloading floors and services Not to overload the floors of the
Premises or suspend any excessive weight from the ceilings walls stanchions or
structure of the Premises or the Building and not to overload the electrical
wiring or installation or any other services or any supplies in or serving the
Premises;
3 (12) (b) Not to do anything which may subject the Premises or the Building to
any strain beyond that which they are designed to bear with due margin for
safety and in the event of alterations being carried out by the Tenant to pay to
the Landlord on demand all costs reasonably incurred by the Landlord or the
Superior Landlord in obtaining the opinion of a qualified structural engineer as
to whether the structure of the Premises or the Building is being or is about to
be overloaded by reason of any act neglect or default of the Tenant or any
person deriving title under the Tenant or any person under its or their control;
3 (12) (c) To observe the weight limits prescribed for all lifts in the Building
with due margin for safety;
3 (13) Conduits Not to discharge into any Conduits in or serving the Premises
any oil or grease or any noxious or deleterious effluent or substance whatsoever
which may cause an obstruction or might be or become a source of danger or which
might injure the Conduits or the drainage system of the Building or any
adjoining property and not to do or omit any act or thing whereby the Landlord's
Plant or any Conduits might be damaged;
-16-
3 (14) Disposal of refuse Not to deposit on any part of the Premises any trade
empties rubbish or refuse of any kind other than in proper receptacles and not
to burn any rubbish or refuse on the Premises;
3. (15) (a) Not to cause obstructions Not to use the courtyard of Peterborough
Court or the accessways linking the same to Fleet Street for any purpose
whatsoever other than by private cars or taxis for the purpose of setting down
and picking up passengers and in particular not to park or wait thereon;
3. (15) (b) Not to park load or unload any goods or materials on to or from
vehicles save in the loading bay or any other parts of the Building as shall
have been designated by the Landlord for such purpose and not to cause any other
obstruction of the Common Parts;
3. (16) (a) User Not to hold on the Premises any sale by auction or public
exhibition or public show or spectacle or political meetings or gambling; and
3. (16) (b) Not to carry on or use the Premises for any noisy noisome offensive
or dangerous trade manufacture business or occupation nor for any illegal or
immoral purpose nor to sleep on the Premises nor to use the Premises for
residential purposes nor to do on the Premises any act or thing whatsoever which
in the opinion of the Landlord may be or tend to become a nuisance 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 or which
may be injurious to the value tone amenity or character of the Premises; and
3. (16) (c) Not to use the Premises as a Post Office an Employment Exchange an
office of the Department of Health or the Department of Social Security at which
the general public call without appointment a staff or other employment agency a
betting shop turf accountant's or bookmaker's office an undertaker a travel
ticket or estate agency; and
-17-
3. (16) (d) Without prejudice to the provisions of paragraphs (a) to (c) of this
sub-clause not to use the Premises otherwise than as offices with storage and
other accommodation ancillary to such office use; and
3. (16) (e) The Tenant hereby acknowledges and admits that notwithstanding the
foregoing provisions the Landlord does not thereby or in any other way give or
make nor has given or made at any other time any representation or warranty that
any such use is or will be or will remain a permitted use within the provisions
of the Planning Acts nor shall any consent in writing which the Landlord may
hereafter give to any change of use be taken as including any such
representation or warranty and that notwithstanding that any such use as
aforesaid is not a permitted use within such provisions as aforesaid the Tenant
shall remain fully bound and liable to the Landlord in respect of the
obligations undertaken by the Tenant by virtue of this Underlease without any
compensation recompense or relief of any kind whatsoever;
3. (17) Regulations To observe all rules and regulations for the proper
management and security of the Building laid down by the Landlord or the
Landlord's Surveyors from time to time and notified in writing to the Tenant
including (without limitation) any such regulations controlling admission to the
Building by means of a system of personal identity cards;
3. (18) Signs Not to erect or display in or upon any part of the Premises any
pole flag aerial advertisement poster notice or other sign which shall be
visible from the outside of the Premises or elsewhere in the Building except as
permitted by paragraph 3 of the Second Schedule hereto without obtaining the
prior written consent of the Landlord (which shall not be unreasonably withheld
or delayed);
3. (19) (a) Alterations Not to make any new aperture in any floor or ceiling
slab or exterior wall of the Building or otherwise to alter divide cut maim
injure or remove any of the principal or load-bearing walls floors beams or
columns of the Building or other parts of the Building which bound the Premises
nor to make any other alterations or
-18-
additions of a structural nature to the Premises Provided that the Tenant may
with the consent of the Landlord (which shall not be unreasonably withheld or
delayed) make minor alterations to the walls floors or columns of the Building
bounding the Premises where the same do not:-
3. (19) (a) (i) adversely affect the structural stability of the Building; or
3. (19) (a) (ii) affect the exterior (including the appearance) of the Building;
or
3. (19) (a) (iii) materially and adversely affect the usage or functioning of
the mechanical electrical sanitary heating ventilating life safety
air-conditioning or other service systems within the Building; or
3. (19) (a) (iv) materially and adversely affect the use and enjoyment of the
Premises;
3. (19) (b) Not to fix anything to any part of the Building bounding the
Premises in such manner as to affect adversely the structure thereof or the
functioning of any exterior walls doors door frames windows or window frames
thereof;
3 (19) (c) (i) Not to make any alteration or addition to the Landlord's Plant or
to lay any new Conduits outside the Premises other than in accordance with
clause 3(19)(c)(ii) hereof;
3 (19) (c) (ii) Not to make any connection with the Landlord's Plant or to make
any other material variation to the Conduits without the prior written consent
of the Landlord (which shall not be unreasonably withheld or delayed);
3 (19) (c) (iii) Not to make any other alteration or addition to the Premises
which would materially adversely affect the operation of the Landlord's Plant or
unreasonably increase the demands thereon;
-19-
3. (19) (d) Not (save as mentioned in sub-clause 3(19)(f) hereof) to make any
alterations or additions of a non-structural nature to the Premises or to fix
anything to any part of the Building bounding the Premises without obtaining the
prior written consent of the Landlord (which shall not be unreasonably withheld
or delayed);
3.(19) (e) The Landlord may as a condition of giving any consent required under
this C1ause 3(19) require the Tenant to enter into such covenants with the
Landlord as the Landlord may reasonably require as regards the execution of any
such works and an absolute covenant that the Tenant will immediately prior to
the end or sooner determination of the Term to the extent that the Landlord so
requests remove (without cost to the Landlord) such alterations (or such part
thereof as the Landlord shall specify in its request to the Tenant) and
reinstate the Premises and the Building to the condition they were in prior to
the execution of such alterations;
3. (19) (f) Subject to C1ause 3(19)(c)the Tenant may without obtaining the prior
consent of the Landlord erect modify and remove internal demountable
partitioning Provided That:-
3. (19) (f) (i) such partitioning does not materially adversely affect the
efficient working of the service systems within the Building; and
3. (19) (f) (ii) such partitioning does not obstruct or block up the windows of
the Premises; and
3. (19) (f) (iii) such partitioning does not violate any law or any regulation
or requirement of any competent authority;
3. (19) (g) In relation to any alterations or additions to the Premises which
the Landlord would be obliged by C1ause 4(2) to insure once completed (whether
or not the consent of the Landlord is required for such works) to give notice to
the Landlord of the anticipated reinstatement cost thereof before commencement
and also to notify the Landlord on completion of the same;
-20-
3. (19) (h) In the event of the Tenant failing to observe C1ause 3(18) or (19)
in any respect it shall be lawful (but not obligatory) for the Landlord (without
prejudice to the right of re-entry hereinafter contained) to enter the Premises
and remove any unauthorised alterations or additions or signs and execute such
works as may be appropriate to restore the Building and the Premises to their
former state at the cost of the Tenant which cost (together with all Solicitors'
and Surveyors' charges and other expenses which may be properly incurred by the
Landlord in connection therewith) shall be repaid by the Tenant to the Landlord
on demand as a debt and on a full indemnity basis;
3. (20) (a) Alienation Not to assign mortgage charge or grant any security
interest over part only of the Premises or (save as hereinafter provided) to
share or part with the possession or occupation of the whole or part only of the
Premises Provided that any company which is for the time being in the same group
as the Tenant may occupy or share occupation of any part of the Premises which
is not then sub-let by the Tenant on condition that:-
3. (20) (a) (i) such occupation or sharing of occupation does not create any
relationship of landlord and tenant; and
3. (20) (a) (ii) such occupation or sharing of occupation shall not continue
after the date upon which the occupying company ceases to be in the same group
as the Tenant;
3. (20) (a) (iii) the Landlord is notified of such sharing and the identity of
the company sharing occupation with the Tenant;
3. (20) (b) Not to underlet or agree to underlet the Premises or any part
thereof at a fine or premium or at a rent which is less than the open market
rental value of the premises to be demised nor to permit the reduction of rent
paid or payable by any underlessee;
3. (20) (c) Not to assign the whole of the Premises without on each occasion
procuring:-
-21-
3. (20) (c) (i) that any intended assignee shall covenant direct with the
Landlord and the Management Company (in respect of the respective obligations
owed to them) that during the residue of the Term then subsisting the said
assignee will pay the rent reserved by and will observe and perform the
covenants and conditions on the part of the Tenant contained in this Underlease;
3. (20) (c) (ii) that if the Landlord shall reasonably so require the
obligations of the assignee shall be guaranteed by a person or persons approved
by the Landlord (whose approval shall not be unreasonably withheld) who shall
covenant with the Landlord (jointly and severally if more than one) as a primary
obligation in the terms set out in the Seventh Schedule hereto (mutatis
mutandis) or such other terms as the Landlord shall from time to time reasonably
specify;
3. (20) (d) Not to underlet or agree to underlet the whole of the Premises or
any Permitted Letting Unit without on each occasion procuring:-
3. (20) (d) (i) that any intended underlessee shall covenant with the Landlord
as from the date of the underlease either to observe and perform the covenants
and conditions herein contained in so far as the same relate to the underlet
premises (excluding the covenants to pay the rents hereinbefore reserved and the
sums due to the Management Company or the Landlord under C1ause 6(4) hereof);
3. (20) (d) (ii) that in any permitted mediate or immediate underlease the rent
shall be payable no more than one quarter in advance and shall be subject to
review in an upward direction only at such times and in such manner as to
coincide with the rent review provided for under this Underlease;
3. (20) (d) (iii) that in the case of a Permitted Letting Unit including part
only of any single floor level of the Premises prior to the completion of any
underlease and the occupation by any undertenant or proposed undertenant of the
premises to be demised thereby (or any part thereof) an Order be obtained from
the Court authorising the
-22-
exclusion of Sections 24 to 28 (inclusive) of the Landlord and Tenant Act 1954
in respect of such underlease (a declaration to that effect being contained
therein) and that a certified copy of such Order (together with a certified copy
of the form of underlease which accompanied the application therefor) be
supplied to the Landlord and no such underlease shall be completed or occupation
allowed before such an order has been obtained and produced to the Landlord;
3. (20) (d) (iv) that any underlease including part only of any single floor
level of the Premises shall contain an absolute prohibition against mortgaging
charging underletting or parting with possession of part only of the premises to
be demised thereby;
3. (20) (d) (v) that there shall at no time be more than five separate units of
occupation within any single floor level of the Premises (including any part
from time to time not underlet) and that none shall comprise less than five
thousand square feet of Net Internal Area on either level Provided that the
following persons in occupation in accordance with C1ause 3(20) hereof shall for
the purpose of this sub-clause be treated as one:-
3. (20) (d) (v) (aa) the Tenant and any associated company or partnership of the
Tenant;
3. (20) (d) (v) (bb) any permitted undertenant and any associated company
corporation or partnership of such permitted undertenant;
3. (20) (d) (v) (cc) where this Underlease or any underlease is held as a
partnership asset but the Tenant or any permitted undertenant comprises some
only of the members of a partnership:-
3. (20) (d) (v) (cc) (A) all members of such partnership; and
3. (20) (d) (v) (cc) (B) any associated company or partnership of such
partnership;
-23-
3. (20) (e) Subject as aforesaid the Tenant shall be permitted to assign or
underlet the Premises as a whole and to underlet any Permitted Letting Unit with
the prior written consent of the Landlord which shall not be unreasonably
withheld or delayed;
3. (20) (f) Not to vary the terms of any underlease of the Premises or any part
thereof in a manner inconsistent with this Clause 3(20);
3. (20) (g) To procure in any permitted underlease that the rent is reviewed
under such underlease in accordance with the terms thereof but not to agree any
reviewed rent with the undertenant nor any rent payable on any renewal thereof
pending determination of the rent payable hereunder with effect from the
relevant Review Date without the prior written consent of the Landlord (such
consent not to be unreasonably withheld) save where the rent under any
underlease is determined by an independent valuer acting as an expert or
arbitrator or by the Court;
3. (21) (a) Registration Within twenty-one days after the date of any
assignment of this Underlease or the grant of any underlease of the Premises or
any assignment of such an underlease or the execution of any mortgage or charge
affecting this Underlease or any transfer of any such mortgage or charge or any
devolution of the Term or of any such underlease as aforesaid by assent or
operation of law or any surrender or variation of any such underlease to give
written notice and to deliver a certified copy to the Landlord's Solicitors (or
as the Landlord may from time to time direct) of the same (and including in the
case of an assignment notice of the amount of any premium paid) and to pay or
cause to be paid to the Landlord's Solicitors or as the Landlord may from time
to time direct a reasonable fee of not less than Twenty pounds for the
registration thereof;
3. (21) (b) Within twenty-one days after the creation of any floating charge
affecting this Underlease to give written notice to the Landlord's Solicitors
(or as the Landlord may from time to time direct) of the same with details of
the chargee(s) and within twenty-one days after the crystallisation of any
floating charge to give written notice to the
-24-
Landlord's Solicitors (or as the Landlord may from time to time direct) of the
same with a certified copy of the instrument creating the floating charge and
details of the circumstances of crystallisation and to pay to the Landlord's
Solicitors or as the Landlord may from time to time direct a reasonable fee of
not less than Twenty Pounds for the registration thereof;
3. (22) (a) Easements Not by building or otherwise to stop up or darken any
window or light in the Premises nor permit any new wayleave easement right
privilege or encroachment to be made or acquired into against or upon the
Premises and in case any such easement 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 the Premises for the purpose
of ascertaining the nature of any such easement right privilege or encroachment
and at the request and cost of the Landlord to join the Landlord in adopting
such means as may be reasonably necessary for preventing any such encroachment
or the acquisition of any such easement right privilege or encroachment;
3. (22) (b) Not to give to any third party any acknowledgement that the Tenant
enjoys the access of light to any of the windows or openings in the Premises by
the consent of such third party nor to pay to such third party any sum of money
nor to enter into any agreement with such third party for the purpose of
inducing or binding such third party to abstain from obstructing the access of
light to any windows or openings 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 Landlord forthwith upon the same coming to the attention of the
Tenant;
3. (23) Landlord's costs To pay to the Landlord on demand all costs charges and
expenses (including but without prejudice to the generality of the foregoing
Solicitors' costs Counsels' Architects' and Surveyors, and other professional
fees and commission payable to a bailiff) incurred by the Landlord:-
-25-
3. (23) (a) incidental to the preparation and service of a notice under Section
146 of the Law of Property Act 1925 and/or in or in contemplation of any
proceedings under Section 146 or 147 of the said Act (whether or not any right
of re-entry or forfeiture has been waived by the Landlord or a notice served
under the said Section 146 is complied with by the Tenant or the Tenant has been
relieved under the provisions of the said Act and notwithstanding forfeiture is
avoided otherwise than by relief granted by the court) and to keep the Landlord
fully indemnified against all costs charges expenses claims and demands
whatsoever in respect of the said proceedings and the preparation and service of
the said notice;
3. (23) (b) incidental to or in contemplation of the preparation and service of
a Schedule of Dilapidations at any time during or within six months after the
expiration or earlier determination of the Term but relating in all cases only
to wants of repair arising not later than the expiration or earlier
determination of the Term;
3. (23) (c) in connection with or in procuring the remedying of any breach of
covenant on the part of the Tenant or any person deriving title under the Tenant
contained in this Underlease;
3. (23) (d) in relation to any application for consent required or made
necessary by this Underlease (such costs to include reasonable management fees
and expenses) whether or not the same is granted (except in cases where the
Landlord is obliged not unreasonably to withhold consent and the withholding of
consent is held to be unreasonable) or the application is withdrawn;
3. (24) (a) Statutory requirements At all times and from time to time and at its
own expense to execute all works as are or may under or in pursuance of any Act
of Parliament already or hereafter to be passed be directed or required to be
done or executed upon or in respect of the Premises or the Tenant's user thereof
whether by the owner and/or the Landlord and/or the Tenant thereof or any person
deriving title thereunder and to comply with all notices relating to the
Premises which are served by the public local or statutory authority and not to
do on
-26-
the Premises any act or thing whereby the Landlord may become liable to pay any
penalty imposed or to bear the whole or any part of any expenses incurred under
any such Act as aforesaid;
3. (24) (b) Without prejudice to the foregoing at all times during the Term at
the Tenant's expense to comply with all requirements from time to time of the
appropriate authority in relation to means of escape from the Premises in case
of fire or other emergency and at the expense of the Tenant to keep the Premises
sufficiently supplied and equipped with fire fighting and extinguishing
apparatus and appliances of a type suitable in all respects to the type of user
of or business or trade carried on upon the Premises such apparatus and
appliances to be open to inspection and to be adequately maintained and also not
to obstruct the access to or means of working such apparatus and appliances by
its operations at or connected with the Premises;
3. (24) (c) To comply with the requirements and regulations of the respective
supply authorities in relation to the use of water electricity gas all types of
telephonic communication and other services at the Premises;
3. (24) (d) Not to operate equipment connected to the Landlord's Plant otherwise
than in accordance with the manufacturers' instructions which have been notified
to the Tenant;
3. (24) (e) Within fourteen days of receipt of the same (or sooner if requisite
having regard to the requirements of the notice or order in question or the time
limits stated therein) to produce to the Landlord a true copy and any further
particulars required by the Landlord of any notice or order or proposal for the
same given to the Tenant and relevant to the Premises or the occupier thereof by
any government department or local or public authority and without delay to take
all necessary steps to comply with the notice or order so far as the same is the
responsibility of the Tenant and at the request of the Landlord to make (at a
cost which shall be borne by the Landlord and the Tenant equally) or join with
the Landlord in making (at the cost of the Tenant) such
-27-
proper objection or representation against or in respect of any such notice
order or proposal as the Landlord shall reasonably deem expedient;
3. (25) Planning In relation to the Planning Acts:-
3. (25) (a) At all times during the Term to comply in all respects with the
Planning Acts;
3. (25) (b) Not to apply for nor implement any planning permission in respect of
the Premises unless the application and permission shall have been approved by
the Landlord;
3. (25) (c) Unless the Landlord shall otherwise direct to carry out before the
expiration or determination of the Term (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 and commenced to have been implemented
by the Tenant;
3. (25) (d) If called upon so to do to produce to the Landlord all plans
documents and other evidence as the Landlord may reasonably require in order to
satisfy itself that the provisions of this C1ause have been complied with;
3. (25) (e) Not without the consent of the Landlord to enter into any agreement
under Section 106 of the Town and Country Planning Act 1990 relating to the
Premises;
3. (25) (f) Not without the consent of the Landlord to serve any notice under
Part VI of the Town and Country Planning Act 1990 in respect of the Premises;
3. (26) Notices affecting the Premises Upon the happening of any occurrence or
upon the receipt of any notice order requisition direction or other thing which
adversely affects the Landlord's interest in the Premises the Tenant shall
forthwith at its own expense deliver full particulars or a copy thereof to the
Landlord;
-28-
3. (27) Defects and indemnity To inform the Landlord in writing immediately upon
the same coming to the Tenant's attention of any defect in the Premises or in
the parts of the Building which bound the Premises which would be likely to give
rise to a duty imposed by common law or statute on the Landlord in favour of the
Tenant or any other person and to indemnify the Landlord in respect of all
actions proceedings costs claims and demands which might be made by any tenant
occupier adjoining owner or any other person whatsoever or any competent
authority which may be incurred by reason of:-
3. (27) (a) any use of the Premises or any defect in the Premises or in the
execution or existence of any alterations or additions to the Premises for which
the Tenant is responsible hereunder;
3. (27) (b) the use of cars or other vehicles in the Common Parts by the Tenant
or any person deriving title under the Tenant or their respective servants
agents licensees and invitees;
3. (27) (c) any breach by the Tenant or by any person deriving title under the
Tenant of any covenant on the part of the Tenant or any condition contained in
this Underlease;
3. (28) Reletting notices To permit the Landlord at all reasonable times during
the last six months of the Term to enter upon the Premises and affix and retain
without interference upon any suitable part of the Premises (but not so as
materially to affect the access of light and air to the Premises) notices for
reletting the same and not to remove or obscure the said notices and to permit
all persons with the written authority of the Landlord to view the Premises at
all reasonable hours in the daytime;
3. (29) Applications for consent Upon making an application for any consent or
approval which is required under this Underlease the Tenant shall disclose to
the Landlord such information as the Landlord may reasonably require;
3. (30) Observe covenants By way of indemnity only to observe and
-29-
perform the agreements covenants and stipulations:-
3. (30) (a) on the part of the lessee contained in the Superior Lease (other
than as to payment of rents and as contained in C1ause 3(1) (21) (22) (25) (26)
and (39) thereof and the Third Schedule thereto); and
3. (30) (b) contained or referred to in the documents referred to in Part II of
the Fourth Schedule hereto;
so far as any of the same are still subsisting and capable of taking effect and
relate to the Premises;
3. (31) Breaches by underlessees In the event of a breach non-performance or
non-observance of any of the covenants conditions agreements and provisions
contained or referred to in this Underlease by any underlessee or other person
deriving title under the Tenant forthwith upon discovering the same to take and
institute without expense to the Landlord all appropriate steps and proceedings
to remedy such breach non-performance or non-observance;
3. (32) (a) Yielding up Immediately prior to the expiration or sooner
determination of the Term at the cost of the Tenant:-
3. (32) (a) (i) to remove from the Premises any moulding sign writing or
painting of the name or business of the Tenant or occupiers and all tenant's
fixtures fittings furniture and effects (including any demountable partitioning)
and to make good all damage caused by such removal; and
3. (32) (a) (ii) to the extent that the Landlord so requests to remove such
parts of the Premises and such fixtures and fittings therein to carry out such
works and to renew replace or install such items as are necessary to put the
Premises in no lower standard of condition than shall accord with the
description thereof in the Rent Review Specification (or such part of the Rent
Review Specification as the Landlord shall specify in its request to the
Tenant); and
-30-
3. (32) (a) (iii) upon removal of any such tenant's fixtures and fittings or
plant and equipment as are connected to or take supplies from any Conduits to
seal off such Conduits so as not to interfere with the continued functioning of
the remainder of the Conduits;
3. (32) (b) All removal works replacement and installation required under C1ause
3(32)(a) shall be carried out in a good and workmanlike manner in compliance
with all (if any) requisite consents (which the Tenant shall first obtain)
without causing any nuisance or disturbance to the Landlord or other the owners
tenants and occupiers of the Building and reinstating the Premises and the
Building to the satisfaction of the Landlord's Surveyors and the relevant supply
authorities;
3. (32) (c) At the expiration or sooner determination of the Term (howsoever the
same be determined) to yield up to the Landlord the Premises in such condition
as shall be in accordance with the covenants on the part of the Tenant contained
in this Underlease and in the event of the Tenant failing so to yield up the
Premises to pay to the Landlord on demand by way of liquidated damages:-
3. (32) (c) (i) the cost of putting the Premises into the state of repair
condition and decoration in which they should have been had the Tenant complied
with the terms of this Underlease;
3. (32) (c) (ii) a sum equivalent to the rent at the rate payable at the
expiration of the Term for such period as is reasonably necessary to put the
Premises into the state of repair condition and decoration in which they should
have been;
3. (32) (c) (iii) on an indemnity basis all costs and expenses (including
Surveyors' and other professional fees) incurred by the Landlord in connection
with the matters referred to in this sub-clause(c);
3. (33) VAT To pay to the Landlord by way of additional rent any Value Added Tax
at the rate for the time being in force properly chargeable in
-31-
respect of any rent or other payment made or other supplies provided to the
Tenant under the terms of or in connection with this Underlease and in every
case where the Tenant covenants to pay an amount of money under this Underlease
such amount shall be regarded as being exclusive of all Value Added Tax which
may from time to time be legally payable thereon;
3. (34) Reimbursement of VAT In every case where the Tenant has agreed to
reimburse the Landlord in respect of any payment made by the Landlord under the
terms of or in connection with this Underlease that the Tenant shall also
reimburse any Value Added Tax properly paid by the Landlord on such payment save
to the extent to which the same is reasonably recoverable by the Landlord as
input tax.
4. LANDLORD'S COVENANTS
THE Landlord HEREBY COVENANTS with the Tenant as follows:-
4. (1) Quiet enjoyment That the Tenant paying the rents hereby reserved and
performing and observing the covenants and agreements on the part of the Tenant
hereinbefore contained shall and may peaceably hold and enjoy the Premises
during the Term without any interruption by the Landlord or any person
rightfully claiming through under or in trust for it;
4. (2) Insurance That the Landlord will:-
4. (2) (a) At all times during the Term (save to the extent that such insurance
shall be vitiated in whole or in part by any act neglect default or omission of
the Tenant or any person deriving title under the Tenant or of its or their
servants agents licensees or invitees) insure or procure the insurance of the
Building (except items in the nature of tenant's and trade fixtures and fittings
installed by the Tenant and other tenants and occupiers of the Building) and the
main entrance hall
-32-
through 133 Fleet Street in such insurance office or with such underwriters and
through such agency as the Landlord may from time to time decide against loss or
damage by the Insured Risks in the Full Cost of Reinstatement thereof and the
Loss of Rent; and
4. (2) (b) If reasonably required by the Tenant produce to the Tenant sufficient
details of the policy or policies of such insurance and evidence of the fact
that the policy or policies is or are subsisting and in effect; and
4. (2) (c) In case of destruction of or damage to the Building (except as
aforesaid) or the main entrance hall through 133 Fleet Street by any of the
Insured Risks then (save to the extent that payment of the insurance moneys
shall be refused in whole or in part by reason of or arising out of any act
neglect or default of the Tenant or any person deriving title under the Tenant
or of its or their servants agents licensees or invitees) with all reasonable
speed subject to obtaining all necessary planning consents and all other
necessary licences approvals and consents (which the Landlord shall use its
reasonable endeavours to procure are obtained) and subject to the necessary
labour and materials being and remaining available the Landlord shall cause all
moneys received in respect of such insurance (other than in respect of rent and
fees) to be paid out in the rebuilding and reinstatement of the same
substantially as prior to any such destruction or damage and make up any
deficiency in the insurance moneys from its own funds Provided that:-
4. (2) (c) (i) any liability of the Landlord hereunder to rebuild and reinstate
shall so far as the Premises are concerned be deemed to have been satisfied if
the Landlord provides accommodation substantially as convenient and (so far as
the Landlord is able) in approximately the same location as but not necessarily
identical to that previously existing and shall as regards the rest of the
Building and/or the main entrance hall through 133 Fleet Street be deemed to
have been satisfied if the Landlord rebuilds and reinstates the same to a
standard reasonably equivalent to those parts which have been destroyed or
damaged;
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4. (2) (c) (ii) if during the last five years of the Term the Premises or the
essential means of access to the Premises shall be so destroyed or damaged by
any of the Insured Risks as to render the Premises unfit for occupation and use
the Landlord may determine this Underlease by giving to the Tenant not less than
three months' notice in writing in that behalf and upon the expiration of such
notice the Term shall determine without prejudice to any rights or remedies of
the Landlord or the Tenant in respect of any antecedent breach of any of the
covenants or conditions contained in this Underlease;
4. (2) (c) (iii) if the Term is determined pursuant to C1ause 4(2)(c)(ii)
hereof the Landlord shall be absolutely entitled to retain the moneys payable by
virtue of any such insurance;
4. (3) (a) Superior Lease To pay the rent reserved by the Superior Lease and to
perform (in so far as the Tenant is not liable for any such performance under
the covenants on its part contained in this Underlease other than in C1ause
3(30) hereof) all the lessee's covenants therein contained;
4. (3) (b) On the request of the Tenant to use all reasonable endeavours to
enforce the covenants on the part of the lessor contained in the Superior Lease;
4. (3) (c) To use all reasonable endeavours to obtain the consent of any
Superior Landlord required under the Superior Lease when:-
4. (3) (c) (i) the Tenant has applied for consent under this Underlease;
4. (3) (c) (ii) the Landlord gives that consent or could not reasonably refuse
it or gives the consent subject to consent being obtained from any Superior
Landlord;
4. (3) (c) (iii) consent is required under the Superior Lease;
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5. PROVISOS
5. (1) Forfeiture
5. (1) (a) If the rents hereby reserved or any part thereof shall at any time be
in arrear for fourteen days after the same shall have become due (whether
formally demanded or not); or
5. (1) (b) If there shall be any breach non-performance or non-observance of
any of the covenants and conditions on the part of the Tenant contained in this
Underlease; or
5. (1) (c) If the Tenant and/or the Guarantor (if any) (being a body corporate)
has a winding-up petition or petition for an administration order presented
against it or passes a winding-up resolution (other than in connection with a
members' voluntary winding-up for the purposes of an amalgamation or
reconstruction which has the prior written approval of the Landlord) or calls a
meeting of its creditors for the purposes of considering a resolution that it be
wound up voluntarily or resolves to present its own winding-up petition or is
wound up (whether in England or elsewhere) or the directors or shareholders of
the Tenant or the Guarantor resolve to present a petition for an administration
order in respect of the Tenant or the Guarantor (as the case may be) or an
Administrative Receiver or a Receiver or a Receiver and Manager is appointed in
respect of the property or any part thereof of the Tenant or the Guarantor; or
5. (1) (d) If the Tenant and/or the Guarantor (if any) (being a body corporate)
calls or a nominee calls on its behalf a meeting of its creditors or any of them
or makes an application to the Court under Section 425 of the Companies Act 1985
or submits to its creditors and any of them a proposal pursuant to Part I of the
Insolvency Act 1986 or enters into any arrangement scheme compromise moratorium
or composition with its creditors or any of them (whether pursuant to Part I of
the Insolvency Act 1986 or otherwise); or
-35-
5. (1) (e) If the Tenant and/or the Guarantor (if any) (being an individual)
makes an application to the Court for an interim order under Part VIII of the
Insolvency Act 1986 or convenes a meeting of his creditors or any of them or
enters into any arrangement scheme compromise moratorium or composition with his
creditors or any of them (whether pursuant to Part VIII of the Insolvency Act
1986 or otherwise) or has a bankruptcy petition presented against him or is
adjudged bankrupt (whether in England or elsewhere); or
5. (1) (f) If the Tenant is struck off the Register of Companies or is dissolved
or (being a corporation or company incorporated outside Great Britain) is
dissolved or ceases to exist under the laws of the country or state of its
incorporation; or
5. (1) (g) If the Tenant being a company is unable to pay its debts within the
meaning of Section 123 of the Insolvency Act 1986 or if the Tenant being an
individual is unable to pay his debts within the meaning of Section 268 of the
Insolvency Act 1986;
then and in any such case it shall be lawful for the Landlord at any time
thereafter to re-enter into and upon the Premises or any part thereof in the
name of the whole and to have again repossess and enjoy the Premises as in their
former estate and thereupon the Term shall absolutely cease and determine but
without prejudice to any rights or remedies of the Landlord and the Tenant in
respect of any antecedent breach of any of the covenants or conditions contained
in this Underlease;
5. (2) Implied easements Neither the granting of this Underlease nor anything
herein contained shall by virtue of Section 62 of the Law of Property Act 1925
or otherwise by implication of law or in any other way operate or be deemed to
confer upon the Tenant any easement right or privilege whatsoever save as
expressly hereby granted and any additional privileges in fact enjoyed from time
to time shall be and be deemed to be by the consent of the Landlord only;
-36-
5. (3) Restrictions on adjoining property Neither the granting of this
Underlease nor anything herein contained or implied shall impose or be deemed to
impose any restriction on the use of any land or premises not comprised in this
Underlease or give the Tenant the benefit of or the right to enforce or to have
enforced or to prevent the release or modification of any covenant agreement or
condition entered into by any purchaser from or by any lessee or occupier of the
Landlord in respect of property not comprised in this Underlease or prevent or
restrict in any way the development extension or alteration of any land or
premises not comprised in this Underlease;
5. (4) (a) Variation of and liability for Services The Management Company or the
Landlord may extend vary or make any alteration in the rendering of the Services
or any of them from time to time if the Management Company or the Landlord (as
the case may be) deems it desirable so to do for the more efficient conduct and
management of the Building and for the general benefit of all occupiers thereof;
5. (4) (b) Notwithstanding anything contained in this Underlease neither the
Management Company nor the Landlord shall be liable to the Tenant nor shall the
Tenant have any claim against the Management Company or the Landlord in respect
of any temporary interruption in any of the Services or any loss or damage in
consequence thereof by reason of inspection testing maintenance servicing repair
renewal or replacement of any Landlord's Plant or damage thereto or destruction
thereof by any cause beyond the Management Company's or the Landlord's
reasonable control or by reason of mechanical or other defect or breakdown or
frost or other inclement conditions or shortage of fuel materials water or
labour;
5. (5) Cesser of rent In case the Premises or any part thereof or the means of
access thereto shall at any time during the Term be so damaged or destroyed by
any of the Insured Risks as to render the Premises unfit or inaccessible for
occupation and use in accordance with the terms and provisions of this
Underlease then (save to the extent that the insurance money payable under any
policy of insurance effected or caused to be
-37-
effected by the Landlord shall be wholly or partially irrecoverable by reason
solely or in part of any act or default of the Tenant or any person deriving
title under the Tenant or any of its servants agents licensees or invitees) the
rents first and fourthly hereinbefore reserved and for the time being payable
hereunder or a fair proportion thereof according to the nature and extent of the
damage sustained shall be suspended until the Premises shall again be rendered
fit and accessible for occupation and use or until the loss of rent insurance
effected or caused to be effected by the Landlord shall be exhausted (whichever
shall be the earlier) and any dispute with reference to this proviso shall be
referred to arbitration in accordance with the Arbitration Acts 1950 and 1979;
5. (6) Abandoned property If at such time as the Tenant has vacated the Premises
on the determination of the Term (either by effluxion of time or otherwise) any
property of the Tenant shall remain in or on the Premises and the Tenant shall
fail to remove the same within fourteen days after being requested by the
Landlord so to do the Landlord may as agent of the Tenant (and the Landlord is
hereby appointed by the Tenant to act in that behalf) dispose of such property
by way of sale (unless the sale proceeds would be unlikely to meet the costs of
selling) and shall then hold the proceeds of sale (if any) after deducting the
proper costs and expenses of removal storage and sale incurred by it and any
other moneys due from the Tenant to the Landlord to the order of the Tenant
Provided always that if such proceeds of sale shall be insufficient to meet the
costs and expenses as aforesaid the Tenant shall pay the amount of the
deficiency on demand;
5. (7) (a) Notices The provisions of Section 196 of the Law of Property Act 1925
as amended by the Recorded Delivery Service Act 1962 shall apply to the giving
and service of all notices and documents under or in connection with this
Underlease except that Section 196 shall be deemed to be amended by the deletion
of the final words of Section 196(4) "... and that service ... be delivered" and
the substitution of the words: "... and that service shall be deemed to be made
on the third Business Day after the registered letter has been posted";
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5. (7) (b) Any notice or document shall also be sufficiently served if sent by
facsimile transmission to the party to be served and such service shall be
deemed to be made on the day of transmission if transmitted before four p.m. on
a Business Day but otherwise on the next following Business Day;
5. (8) Superior Lease If there shall be any conflict between the terms of the
Superior Lease and the terms of this Underlease then the terms of the Superior
Lease shall pro tanto prevail;
6. SERVICES AND SERVICE CHARGE
6. (1) Management Company's covenant The Management Company hereby covenants
with the Tenant and as a separate covenant with the Landlord that subject to the
Tenant paying the moneys due under Clause 6(4) hereof the Management Company
will use its reasonable endeavours to provide the Services (unless and until the
Landlord assumes responsibility for providing the Services in accordance with
Clause 6(3) hereof);
6. (2) Landlord's covenant The Landlord hereby covenants with the Tenant that
subject to the Tenant paying the moneys due under Clause 6(4) hereof the
Landlord will use its reasonable endeavours to provide the Services:-
6. (2) (a) in so far as the Management Company is in breach of its obligations
under this Underlease to provide the Services or any of them; and
6. (2) (b) if the Landlord assumes responsibility for providing the Services in
accordance with Clause 6(3) hereof;
6. (3) Services by Landlord The Landlord may assume responsibility for the
provision of the Services at any time and if and when the Landlord does so the
Landlord shall forthwith give written notice thereof to the Tenant;
-39-
6. (4) (a) Service Charge The Tenant hereby covenants with the Management
Company and as a separate covenant with the Landlord to pay the Service Charge
in respect of any Financial Year during which the Management Company is
responsible for providing the Services hereunder to the Management Company clear
of all deductions (save for deductions which the Tenant is by law bound to make)
at the times and in the manner set out in the Sixth Schedule hereto Provided
always that if the Tenant shall not pay any sum in respect of Service Charge
within ten Business Days after the due date for payment thereof the Landlord
shall be entitled (but not obliged) to pay the same to the Management Company in
which case the Tenant shall repay the same to the Landlord on demand;
6. (4) (b) The Tenant hereby covenants with the Landlord to pay the Service
Charge Proportion of any Service Expenditure incurred by the Landlord pursuant
to Clause 6(2)(a) hereof;
6. (4) (c) The Tenant hereby covenants with the Landlord to pay the Service
Charge in respect of any Financial Year during which the Landlord is responsible
for providing the Services hereunder (other than under Clause 6(2)(a) hereof)
clear of all deductions at the times and in the manner set out in the Sixth
Schedule hereto;
6. (4) (d) The definitions in Part I of the Sixth Schedule hereto shall apply
for the purposes of this Clause 6.
IN WITNESS whereof the parties hereto have duly executed this Underlease
as a deed the day and year first before written.
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THE FIRST SCHEDULE
The Premises
Those premises on the [ ] and [ ] floors and basement levels [ ] and
[ ] of the Building shown for the purpose of identification only edged red
on the plans reference [ and ] annexed hereto (in this Schedule
called "the said premises") including:-
(a) All walls wholly within the said premises;
(b) The plaster and surface finish of the structural columns within the
said premises and of all walls separating the said premises from the
Retained Areas;
(c) One half (severed vertically) of all walls separating the said
premises from other Lettable Units within the Building;
(d) The airspace above the floor slab below the said premises and the
raised floors and the floor covering;
(e) The airspace below the floor slab above the said premises and all
suspended ceilings and all lighting in the said premises;
(f) All landlord's fixtures and fittings within the said premises;
(g) All Conduits which lie within and exclusively serve the said premises;
BUT EXCLUDING:-
(i) all structural columns within the said premises (other than the
plaster and surface finish thereof);
(ii) all walls separating the said premises from the Retained Areas (other
than the plaster and surface finish thereof);
-41-
(iii) the exterior walls of the Building including the doors and door
frames and window frames and window glass therein;
(iv) the floor and ceiling slabs;
(v) any part of the heating system serving the Building.
THE SECOND SCHEDULE
Rights granted to the Tenant
1. Subject to compliance with any reasonable applicable regulations laid down in
writing by the Landlord from time to time for observance by occupiers of the
Building generally the rights (in common with the Landlord and all other persons
having the like rights):-
(a) to pass and repass on foot only over and along the courtyard of the
Building and the passageways linking the same to Fleet Street Shoe Lane
and Wine Office Court the entrance halls foyers corridors lobbies and
landings and the passenger lifts escalators and staircases of the Common
Parts (other than the routes designated as fire escape routes only)
leading to and from the Premises and the Car Parking Spaces;
[(b) to pass on foot only over and along the fire escape corridors
landings stairs and exits of the Building at any time between [ ] and
[ ] floor levels and in case of emergency only (to the extent that
rights are not granted by paragraph 1(a) of this Schedule) over other
levels;]
(c) to pass and repass with private motor vehicles over the vehicle
entrances ramps and circulation areas of the Common Parts leading between
Shoe Lane and the Car Parking Spaces;
(d) to use the lorry berths in the Common Parts and the goods handling
equipment in the lorry berths and loading bay for the
-42-
purposes of delivery and collection of goods to and from the Premises
together with the rights for lorries to pass and repass over the vehicle
entrances and circulation areas leading between Shoe Lane and such lorry
berths and the right to use the goods lifts and service corridors and
stairs (but not the public areas) of the Common Parts to convey goods to
and from the Premises PROVIDED THAT the Tenant shall not cause any vehicle
to park in or otherwise obstruct such entrances and circulation areas or
to remain in the lorry berths longer than is necessary for loading or
unloading or cause any goods to be left in the goods reception or goods
handling areas the goods lifts or service corridors longer than necessary;
(e) to use the refuse collection areas and refuse compactors in the Common
Parts;
(f) to enter the Common Parts and other areas in the Building (upon prior
appointment (which will not be unreasonably withheld) with the Landlord
and any lessee of any other Lettable Unit (except in case of emergency))
for the purpose of complying with the covenants on the Tenant's part
contained in this Underlease and for the purpose of exercising the rights
enjoyed by the Tenant PROVIDED THAT the Tenant shall cause as little
damage and inconvenience as reasonably possible and comply with all
conditions imposed by the Landlord in relation to such entry and make good
all damage caused in exercise of such right;
(g) to use such lavatory and washroom facilities at ground floor and
basement levels as the Landlord shall from time to time designate for
common use.
2. The right to park [ ] private motor cars in the Car Parking Spaces shown
edged purple on drawing No [ ] annexed hereto Provided Always that the
Landlord shall have the right to designate alternative Car Parking Spaces in the
Building in place of those shown on the said drawing which are reasonably
accessible and no smaller than those shown on the said drawing.
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3. The right to display the name of the Tenant and its permitted underlessees of
the Premises on a lessees' directory board in the main entrance hall from Fleet
Street in such style and size as the Landlord shall from time to time reasonably
prescribe.
4. The right (in common with the Landlord and all others having the like rights)
of free passage and running of water soil gas electricity telephone heating fuel
exhaust gases and other services to and from the Premises through the Conduits
now or during the period of eighty years from the date hereof (which shall be
the perpetuity period "the Perpetuity Period" applicable to this Underlease) in
or under the Building or Daniel House PROVIDED THAT the Landlord may at any time
during the Perpetuity Period alter the route of any such Conduits but adequate
services to the Premises shall be maintained at all times.
5. The right of support and protection for the Premises from the other parts of
the Building.
THE THIRD SCHEDULE
Exceptions and reservations
In favour of the Landlord and all persons from time to time authorised by the
Landlord and all others entitled thereto:-
1. The rights of free passage and running of water soil gas electricity
telephone heating and other services through the Conduits now or during
the Perpetuity Period passing through the Premises to and from other parts
of the Building
2. The right upon reasonable prior notice (except in emergency) to enter
or (during the Tenant's absence in emergency only) to break and enter the
Premises:-
(a) to inspect the Premises and prepare a schedule of any
dilapidations or other breaches of covenants and conditions to
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be observed or performed by the Tenant under the terms of this
Underlease;
(b) to inspect cleanse maintain repair replace relay or connect to
any Conduit;
(c) to carry out work to any other part of the Building and any
adjoining or neighbouring land or buildings;
(d) to perform the obligations on the part of the Landlord and the
Management Company contained in this Underlease;
(e) for any purpose that in the opinion of the Landlord is necessary
to enable it to comply with the covenants on its part contained in
the Superior Lease (notwithstanding that the obligation to comply
therewith may be imposed on the Tenant hereunder); and
(f) for any purpose connected with the safety and management of the
Building or other lawful purpose;
the person or persons exercising such rights causing as little physical
damage and inconvenience as reasonably possible and making good all
physical damage caused in exercise of such rights;
3. The right from time to time to alter restrict close or divert any part
of the Common Parts in connection with the carrying out of any works
thereto or to any other part of the Building or Daniel House or any
adjoining or neighbouring property or for any other purpose consistent
with the proper management of the Building provided that reasonable means
of access and delivery of goods to the Premises and means of escape from
the Premises sufficient to comply with fire requirements remain available
at all times;
4. The right to build rebuild or execute any works upon any adjoining or
neighbouring land or buildings (including other parts
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of the Building) and to maintain scaffolding and cranes and other
equipment thereon for such purposes in such manner as the Landlord or the
person exercising such right shall see fit.
THE FOURTH SCHEDULE
PART I
Particulars of the Superior Lease
PART II
Documents which affect or relate to the Premises
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THE FIFTH SCHEDULE
Rent Review
Review of rent FIRST reserved
1. Definitions In this Schedule the following expressions have the following
meanings:-
1. (A) "Rack Rental Market Value" means the yearly rent at which the Premises as
a whole might reasonably be expected to be let in the open market with vacant
possession at the relevant Review Date by a willing
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landlord to a willing tenant and without any fine or premium for a term equal to
the residue of the Term remaining unexpired on the relevant Review Date or
fifteen years (if longer) commencing on the relevant Review Date and otherwise
on the terms and conditions of this Underlease (other than the amount of rent
but including these provisions for the review of rent); and
(a) on the assumptions (if not facts) that:-
(i) the Premises are fit and available for immediate occupation and
use for the uses permitted by this Underlease or by any licence
granted at the request of the Tenant pursuant hereto;
(ii) any rent free period concessionary rent or other inducement
whether by means of a capital payment or otherwise which it might be
the practice in open market lettings for a landlord to give to an
incoming tenant to facilitate the fitting-out of the Premises but
not otherwise on the grant of a lease of the Premises at the
relevant Review Date has been made and any such rent free period has
expired prior to the relevant Review Date;
(iii) no work has been carried out to the Premises whether before
the commencement of or during the Term which has diminished the
rental value of the Premises;
(iv) if the Premises have been destroyed or damaged they have been
fully rebuilt and reinstated;
(v) the covenants on the part of the Tenant herein contained have
been fully performed and observed;
(b) but disregarding:-
(i) any effect on the rental value of the Premises of the fact
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that the Tenant or any sub-tenant has or their predecessors in title
or other lawful occupier have been in occupation of the Premises;
(ii) any goodwill attached to the Premises by reason of the business
then carried on at the Premises by the Tenant or any sub-tenant or
any of their predecessors in title or other lawful occupier;
(iii) any improvement or other alteration to the Premises or any
part thereof carried out by the Tenant or any sub-tenant or their
predecessors in title or other lawful occupier before or during the
Term (other than such of the works comprised in the Premises as have
been carried out by any of them);
(iv) all or any part of any rent free period originally granted to
the Tenant hereunder on the grant of this Underlease;
(v) any rent free period concessionary or other inducement whether
by means of a capital payment or otherwise which it might be the
practice in open market lettings for a landlord to give to an
incoming tenant to facilitate the fitting-out of the Premises but
not otherwise on the grant of a lease of the Premises at the
relevant Review Date;
1.(B) "the Revised Rent" means the Rack Rental Value of the Premises at the
relevant Review Date.
2. Review With effect from each Review Date the FIRST yearly rent hereby
reserved shall be such an amount as shall be the greater of (a) the yearly
amount of the FIRST rent payable immediately before such Review Date by the
Tenant to the Landlord and (b) the Revised Rent assessed in accordance with the
following provisions of this Schedule.
3. (a) Determination For the purposes of this paragraph 3 "Surveyor" shall mean
a Chartered Surveyor of recognised standing and having experience in letting and
valuation of premises of a like kind and
-49-
character to the Premises who shall be agreed upon by the parties hereto or in
the event of failure so to agree to be nominated on the application of either
party at any time after the relevant Review Date by or on behalf of the
President for the time being of The Royal Institution of Chartered Surveyors and
who shall act as an arbitrator in accordance with the Arbitration Acts 1950 to
1979.
3. (b) If the Landlord and the Tenant shall not agree on the amount of the Rack
Rental Market Value by the relevant Review Date then at the election of the
Landlord or the Tenant the amount thereof shall be decided by a Surveyor
PROVIDED THAT any reference to a Surveyor shall not prevent the Landlord and the
Tenant from agreeing the Revised Rent at any time and from withdrawing the
reference to the Surveyor subject to payment of the Surveyor's proper charges up
to the date of withdrawal.
3. (c) If the Surveyor shall die or becomes unwilling or unable to act before
giving his determination the Rack Rental Market Value shall be decided by a
further Surveyor and the process shall be repeated as often as necessary until a
determination is made.
4. Upwards only In no event shall the FIRST rent payable by the Tenant after any
Review Date be less than the FIRST rent payable by the Tenant immediately before
such Review Date.
5. (a) Payment after Review Date In the event that by any Review Date 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 such Review Date and ending on the quarter day
immediately following the date upon which the amount of the Revised Rent is
agreed or determined as aforesaid (which date is hereinafter called "the Late
Payment Date") the Tenant shall continue to pay to the Landlord in manner
hereinbefore provided the FIRST rent at the yearly rate thereof payable
immediately before the relevant Review Date.
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5. (b) Provided that on the Late Payment Date there shall be due as a debt
payable by the Tenant to the Landlord (without any requirement for any demand
therefor by the Landlord) an amount equal to the shortfall between the amount
which would have been payable on each quarter day had the Revised Rent been
determined by the relevant Review Date and the amount payable by virtue of
paragraph 5(a) above during the Interval apportioned on a daily basis in respect
of the Interval together with interest at four percent below the Prescribed Rate
on the amount of such shortfall on and from the quarter day upon which each
instalment thereof would have been due had the Revised Rent been agreed before
the relevant Review Date.
6. Statutory restrictions If at any Review Date the Landlord shall be obliged 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 FIRST rent in
accordance with the terms of this Underlease or which shall restrict the right
of the Landlord to demand or accept payment of the full amount of the FIRST rent
from time to time payable under this Underlease then the Landlord shall on each
occasion that any such enactment is removed relaxed or modified be entitled on
giving notice in writing to the Tenant expiring after the date of each such
removal relaxation or modification to specify such date as an intermediate
review date (hereinafter called "the Intermediate Review Date") and the rent
payable hereunder from an Intermediate Review Date to the next succeeding Review
Date or Intermediate Review Date (whichever shall first occur) shall be
determined in like manner as the rent payable from each Review Date as
hereinbefore provided.
7. Memorandum As soon as the amount of FIRST rent payable after each Review Date
has been agreed or ascertained in accordance with the terms hereof the Landlord
and the Tenant will forthwith sign a memorandum thereof specifying the yearly
amount of the Revised Rent.
8. Time not of essence Time shall not be of the essence for the purposes of this
Schedule.
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THE SIXTH SCHEDULE
Service Charge
PART I
1. In this Schedule:-
(i) "Financial Year" shall mean the year ending on 31 December or such
other period of not less than six months or more than eighteen months as
the Management Company or the Landlord may in its reasonable discretion
from time to time determine as being that in respect of which the accounts
of as the Management Company or the Landlord relating to the Building
shall be made up PROVIDED THAT the Financial Year current on the date on
which the Landlord assumes responsibility for the provision of the
Services under Clause 6(3) hereof shall end on that date and the next
Financial Year shall commence on the following day and end on the
subsequent 31 December;
(ii) "First Year" means the period from the day of One thousand
nine hundred and to the end of the then current Financial Year;
(iii) "Last Year" means the period to the determination of the Term from
the end of the preceding Financial Year;
(iv) "the Service Expenditure" means the total cost at market rates of the
services and expenses mentioned in Part II of this Schedule taking account
(inter alia) of disbursements of a periodically recurring nature (by
regular or irregular periods) incurred before during or after the Term;
(v) "the Service Charge Proportion" means a fair proportion to be
determined from time to time by the Surveyors taking into account the use
made of and the benefit received from the Services and to be calculated by
reference to metering or similar means of direct allocation where
reasonably practicable subject as mentioned in paragraph 3 of this Part of
this Schedule and for the avoidance of
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doubt different Service Charge Proportions may be applied to the various
Services;
(vi) "the Surveyors" means in relation to any Financial Year before a
Landlord's notice under Clause 6(3) hereof takes effect the Management
Company's surveyors or managing agents (who may be an employee of the
Management Company or a company within the same group of companies as the
Management Company) and in relation to any Financial Year thereafter the
Landlord's Surveyors.
2. (a) The Service Charge shall in relation to any full Financial Year during
the Term be the Service Charge Proportion of the Service Expenditure in respect
of such Financial Year.
(b) The Service Charge shall in relation to the First Year and Last Year
be such part of the Service Charge Proportion in respect of the relevant
Financial Year as the Surveyors shall properly certify as being fair having
regard to the length of the First Year or the Last Year (as the case may be) in
relation to the relevant Financial Year.
3. The Landlord and the Management Company shall each have the right and duty to
adjust the Service Charge Proportion to make fair allowances for differences in
the services and facilities provided or supplied to or enjoyable by any Lettable
Units;
4. (a) The Tenant shall pay the amount notified in writing to the Tenant by the
Surveyors as being their reasonable estimate of the Service Charge for the First
Year by equal instalments on the date of commencement of the First Year and the
subsequent quarter days in the First Year.
(b) The Tenant shall pay the amount notified in writing to the Tenant by
the Surveyors as being their reasonable estimate of the Service Charge for each
subsequent Financial Year on account by equal instalments on the usual quarter
days Provided that:-
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(i) if the Tenant shall not have received notice of such estimate in
respect of any Financial Year it shall on such quarter days pay an amount
equal to the last quarterly payment on account in the preceding Financial
Year and any requisite adjustment shall be made to the first quarterly
payment after such notice is given;
(ii) if the Surveyors shall notify the Tenant of any reasonable revision
to their estimate of the Service Charge for any Financial Year after the
Financial Year has begun the amount of such increase or decrease shall be
added to or deducted from the instalments payable on the subsequent
quarter days during such Financial Year equally;
5. (a) The amount of the Service Charge shall be ascertained by the Surveyors
and certified by a certificate (hereinafter called "the Certificate") signed by
the Surveyors acting as expert and not as arbitrator so soon after the end of
each Financial Year as may be practicable.
(b) A copy of the Certificate for a Financial Year shall be supplied to
the Tenant without charge to the Tenant and the Tenant shall be entitled by
appointment (which the Surveyors shall not unreasonably withhold) to inspect at
the offices of the Surveyors (or as they may direct) the accounts relating to
the Service Charge Expenditure and all relevant supporting vouchers and
receipts.
(c) The Certificate shall contain a summary of the Service Expenditure
incurred by the Management Company or the Landlord (as the case may be) during
the Financial Year to which it relates together with a summary of the relevant
details and figures forming the basis of calculation of the Service Charge and
the Certificate (or a copy thereof duly certified by the Surveyors) shall be
conclusive evidence for the purposes hereof of the matters of fact which it
purports to certify save for any manifest errors.
(d) If the estimated Service Charge is less than the Service Charge so
certified the Tenant shall within seven days of demand pay to the
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Management Company or the Landlord (as required under Clause 6(4) hereof) the
difference between the estimated Service Charge and the Service Charge so
certified.
(e) If the estimated Service Charge is in excess of the Service Charge so
certified the overpayment shall forthwith be refunded to the Tenant.
(f) The provisions of this paragraph shall continue to apply
notwithstanding the termination of the Term for the purpose of ascertaining
whether there has been any underpayment or overpayment of Service Charge for the
Last Year and any preceding Financial Year.
(g) PROVIDED THAT to the extent that the Tenant shall have made payment to
the Management Company in respect of the Service Charge Proportion of any
Service Expenditure the Tenant shall not be obliged to make payment to the
Landlord in respect of such Service Charge Proportion of such Service
Expenditure.
PART II
(A) Services
(1) Inspection maintenance and repair (including rebuilding reinstatement and
replacement so far as necessary to comply with the covenants on the part of the
lessee contained in the Superior Lease as at the date hereof) of the structure
and exterior of the Building including (without limitation):-
(a) the foundations and roofs;
(b) all structural columns (other than the plaster and surface finish of
such of the same as are within the Lettable Units);
(c) all exterior walls including the doors and door frames and window
frames and window glass therein; and
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(d) all floor and ceiling slabs;
But excluding:-
(i) all non-structural walls wholly within the Lettable Units;
(ii) the plaster and surface finish within the Lettable Units of the
structural columns and of the walls separating the Lettable Units from the
Retained Areas;
(iii) the suspended ceilings and the lighting therein and the screed on
the floor slab and the floor covering in the Lettable Units.
(2) Inspection maintenance repair (including rebuilding reinstatement and
replacement so far as necessary to comply with the covenants on the part of the
lessee contained in the Superior Lease as at the date hereof) of the Retained
Areas (excluding the structure thereof and the Landlord's Plant therein).
(3) Inspection maintenance servicing repair insurance and where appropriate
decoration and (so far as necessary to comply with the covenants on the part of
the lessee contained in the Superior Lease as at the date hereof) renewal and
replacement of the Landlord's Plant.
(4) Provision of heating cooling and ventilation to the Building through the
Landlord's Plant sufficient to meet statutory requirements and otherwise as the
Management Company or the Landlord considers appropriate.
(5) Decoration and cleaning of the exterior of the Building and the external and
internal Retained Areas (including in each case the windows thereof) as often as
the Management Company or the Landlord considers appropriate.
(6) Lighting the Retained Areas including at the discretion of the Management
Company or the Landlord external lamps and floodlighting and decorative
lighting.
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(7) Provision of security services (including security guards and electronic
surveillance as the Management Company or the Landlord considers appropriate).
(8) Provision of general reception facilities in the main lobby of the Building
(but excluding reception facilities for individual occupiers) and furnishing and
equipping such facilities and maintaining directory boards listing the tenants
and permitted occupiers of the Building in such lobby and in the main entrance
hall from Fleet Street.
(9) Provision maintenance repair renewal and decoration of such seats benches
sculptures displays flags flagpoles decorative or drinking fountains bins
ashtrays public pay telephones clocks and other amenities as the Management
Company or the Landlord shall at its discretion provide for the benefit of the
tenants and occupiers of the Building generally and their visitors invitees and
employees and the amenity of the Common Parts and the Building.
(10) Provision of mail and messenger room facilities for the receipt of incoming
letters and parcels.
(11) Supplying cultivating maintaining replacing tending and keeping tidy such
plants and decorative landscaping in and on the Common Parts and the exterior of
the Building as the Management Company or the Landlord consider appropriate.
(12) Disposal of refuse from the Building including compaction thereof.
PART II
(B) Expenses
(1) The cost of supply of electricity gas oil or other fuel or energy supplies
or power sources from time to time used in providing the Services.
(2) All costs fees expenses and other outgoings in connection with:-
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(a) the employment or engagement of such independent contractors agents
consultants professional advisers or other personnel as the Management
Company or the Landlord considers necessary or desirable for the provision
of the Services (including the cost of negotiating and entering into
contracts with such persons);
(b) the employment of staff for the mail and messenger room security
guards receptionists and any others employed in connection with the
provision of the Services including their wages salaries pensions and
pension contributions and other emoluments statutory and other insurance
health and welfare payments National Insurance and other payments required
to be made by statute and benefits;
(c) the provision of uniforms working and protective clothing tools
appliances cleaning and other materials bins receptacles fixtures fittings
and equipment properly required for use in connection with the provision
of the Services.
(3) All solicitors' surveyors' accountants' and other fees and disbursements
properly incurred by the Management Company or the Landlord in connection with
the administration and general management of the Services (but excluding the
collection of rents) and the enforcement of any contract entered into by or on
behalf of the Management Company or the Landlord with any third party in
connection with the provision of the Services.
(4) The fees and disbursements of the agents retained by the Landlord to manage
the Services (but excluding the collection of rents and other management of the
Landlord's interest in the Building) (or where the Management Company or the
Landlord itself manages the Building amounts in lieu of and equivalent to such
agents' fees and disbursements) including without limitation costs in respect of
keeping records and accounts of the Services and the Service Expenditure and the
preparation of all appropriate accounts statements and certificates in relation
thereto but excluding costs in respect of the collection of rent.
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(5) The cost of the mail and messenger room the reception area the management
suite the workshops and plant rooms and such other premises as the Management
Company or the Landlord considers it necessary or desirable to provide in
connection with the provision of the Services and the management of the Building
from time to time including without limitation workshop and office accommodation
for staff employed in relation thereto and fixtures fittings furniture and
equipment therein the rent first reserved from time to time by the underlease
whereunder the Management Company holds the Management Premises and notional
rent in respect of any such reasonable additional or alternative premises within
the Building owned by the Management Company or the Landlord and (if the
Landlord shall have assumed responsibility for the provision of the Services
and/or the underlease whereunder the Management Company holds the Management
Premises shall have been terminated for whatever reason) in respect of the
Management Premises equivalent to the open market rental value thereof assuming
them to be available for use as storage space within the Building.
(6) Any costs of leasing plant machinery or equipment used in connection with
the provision of the Services.
(7) The cost of any maintenance or service agreements or insurance contracts in
respect of any of the plant machinery and equipment used in connection with the
provision of the Services.
(8) Premiums incurred by the Landlord in insuring against property owners'
liability employers' liability and liability to third parties including members
of the public and any other insurance properly maintained by the Management
Company or the Landlord from time to time in respect of the Common Parts and the
Building (save to the extent that the cost of such premiums is within the rent
thirdly reserved hereby).
(9) The cost of any contribution properly paid by the Management Company or the
Landlord toward the cost of maintaining repairing (and where necessary to comply
with the covenants on the part of the Lessee contained in the Superior Lease
renewing or rebuilding) any roads ways
-59-
pavements Conduits party walls party structures party fence walls and other
conveniences serving the Building (whether or not used in common by any
adjoining or neighbouring premises from time to time).
(10) All existing or future taxes rates charges duties assessments impositions
and outgoings of whatever nature in respect of the Retained Areas and any other
premises referred to in paragraph (5) above including any charge by the local or
other competent authority in respect of refuse collection but excluding any
taxes imposed on the Management Company or the Landlord in respect of the grant
of this Underlease any dealing by the Management Company or the Landlord with
its interest therein or in any part thereof or the receipt of the rents hereby
reserved.
(11) Amounts properly paid as a contribution in respect of the main entrance
hall through 133 Fleet Street toward the cost of cleaning the external stonework
of the facade of Daniel House adjacent thereto.
(12) The cost of taking all steps reasonably required in the interests of all
occupiers of the Building for complying with or making representations against
the incidence of any legislation or notice order or requirement thereunder
concerning town planning compulsory purchase public health highways drainage or
other matters relating or alleged to relate to or affecting the Common Parts or
the Building.
(13) The cost of establishing and maintaining financial reserves to meet the
future costs (as from time to time reasonably estimated by the Surveyors) of
providing the Services.
(14) The payment of all Value Added Tax properly payable on any item of Service
Expenditure (excluding this paragraph) save to the extent that the Management
Company or the Landlord recovers the same from H.M. Customs and Excise.
(15) The cost of providing such other services and facilities as the Management
Company or the Landlord considers necessary or desirable for
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the benefit of the tenants and occupiers of the Building as a whole and in the
interests of good estate management from time to time.
THE SEVENTH SCHEDULE
Guarantor's covenants
1 Covenant and Indemnity by the Guarantor
The Guarantor hereby covenants with the Landlord and the Management Company each
as a primary obligation that the Tenant or the Guarantor shall at all times
during the Term (including any continuation or renewal of this Underlease) duly
perform and observe all the covenants on the part of the Tenant contained in
this Underlease including the payment of the rents and all other sums payable
under this Underlease in the manner and at the times herein specified.
2 Guarantor jointly and severally liable with Tenant
The Guarantor hereby further covenants with the Landlord and the Management
Company that the Guarantor is jointly and severally liable with the Tenant
(whether before or after any disclaimer by a liquidator or trustee in
bankruptcy) for the fulfilment of all the obligations of the Tenant under this
Underlease and agrees that the Landlord or the Management Company in the
enforcement of its rights hereunder, may proceed against the Guarantor as if the
Guarantor was named as the Tenant in this Underlease.
3. Waiver by Guarantor
The Guarantor hereby waives any right to require the Landlord or the Management
Company to proceed against the Tenant or to pursue any other remedy whatsoever
which may be available to the Landlord or the Management Company before
proceeding against the Guarantor.
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4. Postponement of claims by Guarantor against Tenant
The Guarantor hereby further covenants with the Landlord and the Management
Company that the Guarantor shall not claim in any liquidation bankruptcy
composition or arrangement of the Tenant in competition with the Landlord or the
Management Company and shall remit to the Landlord or the Management Company (as
the case may be) the proceeds of all judgments and all distributions it may
receive from any liquidator trustee in bankruptcy or supervisor of the Tenant
and shall hold for the benefit of the Landlord and the Management Company all
security and rights the Guarantor may have over assets of the Tenant whilst any
liabilities of the Tenant or the Guarantor to the Landlord and the Management
Company remain outstanding.
5. Postponement of participation by Guarantor in security
The Guarantor shall not be entitled to participate in any security held by the
Landlord or the Management Company in respect of the Tenant's obligations to the
Landlord or the Management Company under this Underlease or to stand in the
place of the Landlord or the Management Company in respect of any such security
until all the obligations of the Tenant or the Guarantor to the Landlord and the
Management Company under this Underlease have been performed or discharged.
6. No release of Guarantor
None of the following or any combination thereof shall release determine
discharge or in any way lessen or affect the liability of the Guarantor as
principal debtor under this Underlease or otherwise prejudice or affect the
right of the Landlord or the Management Company to recover from the Guarantor to
the full extent of this guarantee:-
(a) any neglect delay or forbearance of the Landlord or the Management
Company in endeavouring to obtain payment of the rents or the amounts
required to be paid by the Tenant or in enforcing the
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performance or observance of any of the obligations of the Tenant under
this Underlease;
(b) any refusal by the Landlord or the Management Company to accept rent
tendered by or on behalf of the Tenant at a time when the Landlord was
entitled (or would after service of a notice under Section 146 of the Law
of Property Act 1925 have been entitled) to re-enter the Demised
Premises;
(c) any extension of time given by the Landlord or the Management Company
to the Tenant;
(d) any variation of the terms of this Underlease (including any reviews
of the rent payable under this Underlease) or the transfer of the
Landlord's reversion or the assignment of this Underlease;
(e) any change in the constitution structure or powers of any of the
Tenant the Guarantor the Landlord and the Management Company or the
liquidation administration or bankruptcy (as the case may be) of either
the Tenant or the Guarantor:
(f) any legal limitation or any immunity disability or incapacity of the
Tenant (whether or not known to the Landlord or the Management Company) or
the fact that any dealings with the Landlord or the Management Company by
the Tenant may be outside or in excess of the powers of the Tenant;
(g) any other act omission matter or thing whatsoever whereby but for this
provision the Guarantor would be exonerated either wholly or in part
(other than a release under seal given by the Landlord or the Management
Company).
7. Disclaimer or forfeiture of Underlease
(a) The Guarantor hereby further covenants with the Landlord and the Management
Company that:-
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(i) if a liquidator or trustee in bankruptcy shall disclaim or surrender
this Underlease; or
(ii) if this Underlease shall be forfeited; or
(iii) if the Tenant shall cease to exist
THEN the Guarantor shall, if the Landlord by notice in writing given to the
Guarantor within three (3) months after such disclaimer or other event so
requires accept from and execute and deliver to the Landlord a counterpart of a
new underlease of the Demised Premises for a term commencing on the date of the
disclaimer or other event and continuing for the residue then remaining
unexpired of the Term such new underlease to be at the cost of the Guarantor and
to be at the same rents and subject to the same covenants conditions and
provisions as are contained in this Underlease.
(b) If the Landlord shall not require the Guarantor to take a new underlease the
Guarantor shall upon demand pay to the Landlord a sum equal to the rents and
other sums that would have been payable under this Underlease but for the
disclaimer or other event in respect of the period from and including the date
of such disclaimer or other event until the expiration of three (3) months
therefrom or until the Landlord shall have granted an underlease of the Demised
Premises to a third party (whichever shall first occur).
8. Benefit of guarantee
This guarantee shall enure for the benefit of the successors and assigns of the
Landlord and the Management Company under this Underlease without the necessity
for any assignment thereof.
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ON ORIGINAL
THE COMMON SEAL of GOLDMAN SACHS )
INTERNATIONAL LIMITED was hereunto )
affixed in the presence of )
Director
Secretary
THE COMMON SEAL of GOLDMAN SACHS )
PROPERTY MANAGEMENT LIMITED was )
hereunto affixed in the )
presence of:- )
Director
Secretary
ON COUNTERPART
THE COMMON SEAL of )
was )
hereunto affixed in the )
presence of:- )
Director
Secretary
-65-
RENT REVIEW SPECIFICATION
PETERBOROUGH COURT
PROPOSED GSIL TENANCY
RENT REVIEW
(BASE FITTING OUT SPECIFICATION)
8 JUNE 1990
INTRODUCTION
STANDARDS
The following specification represents the basis of cost, and minimum standard
acceptable to the Developer, for the works by tenant in finishing off the usable
office areas, i.e. Lessee's Works carried out on behalf of the Developer.
General standards applicable to the Base Building specification (see pages 5 and
6) shall apply again here.
FINISHES
Suspended Ceilings
The suspended ceiling system is to be fully accessible and would be comprised of
white polyester powder coated perforated pressed metal tiles fixed into a
suspension system with Sound absorbent mineral wool padding above. The
suspension grid to be suitable for partitioning on a 1500 x 1500 module.
On office floors the minimum ceiling height shall be 2.6 m (8 ft 6 in).
The ceiling specification will be developed to achieve the sound rating of NC 35
(from noise sources within the building) in offices with the exception of within
3 m from the on-floor plantrooms where NC-38 shall apply. It will act as a
plenum void for the extraction of smoke from any floor in the event of fire.
Light fittings are to be independently supported from the soffit of the slab
above.
The attached drawing showing notional ceiling layout is the basis on which the
tenant is to plan his ceiling and light fittings.
The abutment of suspended ceiling and external wall is formed by a perimeter
strip of suspended drylining installed in the Shell and Core Phase.
The area of ceiling between cores forming lift lobbies will be painted suspended
drylining construction with recessed lighting and is to be capable of relamping
from below. An access panel to the lift motor room must be allowed for in this
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ceiling at 10th floor level.
The ceiling void is to act as a return air plenum for the variable volume
air conditioning system. Due to its use for smoke extraction, no plenum
barriers are to be installed.
FLOOR FINISHES
Fully accessible raised access flooring will be provided in office areas.
Enclosed lobbies adjacent to fire stairs and fire lifts are screeded. The
shell and core contract will leave the main lift lobby area on each floor
at 80 mm below the general FFL to allow choice of finish to be applied
commensurate with a high quality office development. Developer finish in
these areas will be concrete screed.
Good quality carpet tiles will be laid to all office areas and upper lift
lobbies.
The floor system comprises a cementitious core with galvanized sheet steel
bonded to all faces supported on adjustable jacks at 600 mm centres. The
floor system is 150 mm deep (overall inclusive of floor tile) on typical
office floors and 300 mm deep (overall inclusive of floor tile) on office
floors at 1st, 2nd, 3rd and 6th. The floor should meet the medium duty
specification of the PSA standards.
All necessary plenum barriers, fire breaks and closure details around the
perimeter and columns would need to be provided during installation of the
access floor.
GENERAL DECORATIONS
Vinyl wall covering on dry lining will be provided on core walls and
internal and external columns and other exposed walls in net office areas.
The inner dry wall surface of the curtain walling system is to receive a
paint finish.
Floor skirtings of 100 mm PVC are to be provided throughout.
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SERVICES
Sprinkler Installation
Sprinklers and associated pipework protecting the usable office areas are
extended from the 2 No. sprinkler valves per floor left in the base
building. Sprinkler heads to be of the recessed and concealed type.
The building has been approved without ceiling void sprinkler heads. The
Tenant must not install combustible material within this void.
Connection is required to the sprinkler distribution system of the
sprinkler branches left at the perimeter stairs on typical floors.
Sprinklers within Base Building toilet accommodation will require to be
connected to the tenant's sprinkler system.
MECHANICAL SERVICES
Variable air conditioning system consists of the following:
- Thermostats for control of VAV boxes within usable office area.
- Variable air volume air conditioning supply air ductwork within the
usable office areas extending from the main ring ducts left by the
Developer to the VAV units. Interior VAV boxes will be either
fan-assisted, series-flow or throttling type, with DDC controls
compatible with the base building system controls.
- Perimeter VAV units for background heating provided by the Developer
will be connected to the tenants air supply ductwork and diffusers
in the perimeter margin. They will be of the fan assisted,
series-flow type, with hot water heating coil and DDC thermostat
compatible with the base building system controls.
A VAV air conditioning system will be installed by the tenants on behalf
of the Developer, based on a cooling load (lighting and power) throughout
the building of 5 watts/ft(2).
All VAV boxes are to be pressure independent and will have an overall
installed noise rating less than or equal to NC-35.
All thermostats are master controllers and are linked to the BMS system.
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When perimeter VAV boxes are added, heating coils must also be provided
with the VAV boxes.
The density of VAV boxes should be no less than 1 per 100 m2 with one
provided per 9 m length of external wall plus one in each corner exposure.
Any new systems proposed by the tenant shall be designed to the following
criteria taken from the Base Building specification:
DESIGN CRITERIA
The building conditioning systems shall be capable of maintaining the
following environmental standards:
i) Air Conditioned Areas (Base Building)
Winter
Outside temperature: - 4(degrees)C (24.8(degrees)F)
Inside conditions: 20(degrees)C (68(degrees)F) +/- 1.5(degrees)C
(controls will be capable of +/- 0.5(degrees)C)
The winter humidification will be provided to maintain relative humidity
levels between 40% and 50%.
Summer
Outside design conditions: 28(degrees)C (82.8(degrees)F) DB,
20(degrees)C (68(degrees)F) WB
Inside conditions: 22(degrees)C (71 .6(degrees)F) +/-
1.5(degrees)C (controls will be capable of
+/- 0.5(degrees)C)
Relative humidity: 40% - 60%
Note:The above criteria applies to office space and main reception areas.
ii) Non Air Conditioned Areas (Base Building)
The following spaces will have less stringent inside temperature
requirements and are as follows:
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Lift motor rooms Winter 19(degrees)C (66(degrees)F)
Summer 32(degrees)C (90(degrees)F) DB
Toilet areas Winter 20(degrees)C (68(degrees)F)
Summer ventilation only
Plant rooms and Winter: frost protection only
truck dock area Summer: ventilation only
iii) Ventilation Rates
Outdoor air quantities will be introduced as follows:
Office floors G and 4-10 1.3 1/s per m(2)
inclusive 12.5 1/s
per person
Office floors 1, 2 and 3 2.00 1/s per m(2)
15.0 1/s per person
Kitchen extract riser 1 kitchen extract riser is provided
(shared by floors 3-6 with a total potential rating of 15,000 cfm
inclusive)
Commercial/public spaces: As offices
Garage/Toilet Areas 6 air changes per
hour minimum
iv) Load Densities (Heat Rejection Rate) for cooling
Capacity will be included in the air handling, chilled water,
refrigeration and condenser water/cooling tower systems for the following
load densities:
Typical Office Floors:
Lighting 21.5 watts per m(2)
(2 watts/ft(2))
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Equipment 32.3 watts per m(2)
(3 watts/ft(2))
Cooling medium availability exists on floors 1, 2 and 3 to serve the
following possible loads:
Lighting 21.5 watts per m(2)
Power 108 watts per m(2)
v) Occupancy Criteria
Typical Office Areas
1 person per 9.6 m(2) (100 ft(2))
Floors 1, 2 and 3
1 person per 7.5 m(2) (80 ft(2))
vi) Acoustic Criteria
Typical Offices: NC-35 (except within 3 m of on floor plantrooms where
NC-38 shall apply).
Toilets, Public Areas, Retail and Circulation Space: NC-40
Thermal Insulation
Thermal insulation with vapour barrier will be provided to the variable
air volume, air conditioning supply, air ductwork and all other chilled
services within the building up to the VAV boxes.
All insulation material should be sealed or otherwise stabilized to
prevent migration of fibre particles into the return air ceiling plenum
and building.
No CFC containing materials for insulation purposes are to be used.
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Electrical Installation
Lighting distribution service is comprised of all trunking, conduit,
wiring control switching and tenant distribution boards located in
electrical rooms at each floor level.
Typical light fittings to be provided would be 1200 mm by 300 mm
parabolic-type return air handling fixtures. The fittings shall be
provided with low brightness louvres of a minimum 75 mm depth and high
frequency ballasts. Layout of fixtures shall provide 500 lux maintained
lighting level at the work surface. (Note that the notional ceiling layout
is purely diagrammatic in this respect and that tenants would require to
carry out checks on their own ceiling layouts in this respect.)
Emergency lighting is to be connected to the Base Building standby
generator back up.
The tenant must make use of the 0.25 watts/ft(2) of emergency power
allocated for his use from the statutory standby generators for emergency
lighting.
Tenant light fittings should be supplied with three core flexible cable
connection and 3 pin plug for attachment to plug-in ceiling roses above
the suspended ceiling.
Tenants must provide junction boxes around the perimeter of their layouts
to allow for wiring of individual switches for lighting.
Telephones
Tenants shall make their own applications to British Telecom and Mercury
for external lines. Within the building, tenants shall connect from the
MDF room at B2 level and direct cables on agreed routes to tenant risers.
Equipment and Fitting Out
Statutory Signs
Internal signs are provided to exits, hosereels, etc., as necessary to
comply with Statutory/Local Authority requirements. Tenants shall extend
the provision of such statutory signs where required by their internal
layout to comply with local authority requirements.
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Security
Tenants are to fit security hardware consistent with the conduit
provisions installed in advance by the developer.
Fire Alarms
All devices shall be identical in manufacture and model to those used in
base building, including smoke detectors, heat detectors, voice
communication speakers, manual call points and remote indicators,
compatible and integrated with the Base Building system.
Commissioning
The Base Building systems will be commissioned prior to Practical
Completion of the Base Building works other than those items dependent
upon tenant fitting out works. This includes the chiller plant and main
air handling plants, boilers, cooling towers and controls. The tenant will
need to provide by-pass piping on each of his floors for his heating pipe
loop during his installation of additional perimeter VAV boxes. The tenant
shall also be responsible for commissioning all of his VAV boxes, heating
loop and coils, ductwork, auxiliary heating/cooling equipment and controls
for his equipment.
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PETERBOROUGH COURT
FLEET STREET
Base Building Specification
8 JUNE 1990
PROFESSIONAL TEAM
Architects: Kohn Pederson Fox Associates
111 W. 57th Street
New York, NY 10019
in association with: EPR Partnership
21 Douglas Street
London SW1P 4PE
Consulting Engineers: Ove Arup & Parmers
13 Fitzroy Street
London W1P 6BQ
Consulting Mechanical & Flack & Kurtz
Electrical Engineers: 475 5th Avenue
New York, NY 10017
Project Managers & Trench Farrow & Partners
Cost Consultants 32 Chapter Street
London SW1
in association with: Gardiner & Theobald
49 Bedford Square
London WC1
Specification - 8.6.90 Page 2
CONTENTS
Page
PURPOSE ...................................................................... 5
GENERAL PROVISIONS AND SPECIFICATIONS ........................................ 5
GENERAL DESCRIPTION OF THE BUILDING .......................................... 7
STRUCTURE ....................................................................10
EXTERNAL WALLS ...............................................................12
ROOFS ........................................................................13
PARTITION WALLS ..............................................................14
SUSPENDED CEILINGS ...........................................................14
FLOOR FINISHES ...............................................................14
INTERNAL DOORS, FRAMES AND IRONMONGERY .......................................15
SHUTTER AND FIRE DOORS .......................................................15
BALUSTRADES AND HANDRAILS ....................................................15
INTERNAL GALLERY SCREEN ......................................................16
REFUSE DISPOSAL ..............................................................16
CLADDING CLEANING SYSTEM .....................................................16
SPECIFIC AREAS AND FACILITIES ................................................17
Specification - 8.6.90 Page 3
CLEANER'S CUPBOARD ...........................................................21
PLANT ROOMS ..................................................................22
BASEMENT STORAGE .............................................................22
CAR PARK .....................................................................23
SECURITY AND MANAGEMENT ENGINEERING STAFF.....................................23
FRAME ROOM ...................................................................24
SECURITY SYSTEM ..............................................................24
EXTERNAL WORKS ...............................................................24
LIFT CAR INTERIORS ...........................................................24
ESCALATOR ....................................................................30
ELECTRICAL ENGINEERING SERVICES ..............................................31
MECHANICAL AND SANITARY SERVICES .............................................36
PUBLIC HEALTH, DOMESTIC WATER AND GAS SERVICES ...............................45
FIRE PROTECTION SYSTEMS ......................................................48
Specification - 8.6.90 Page 4
PURPOSE
The purpose of this document is to define the scope and quality of the base
building works to be carried out by the developer.
GENERAL PROVISIONS AND SPECIFICATION
The works described herein are to be carried out in accordance with the detailed
drawings and specifications prepared by the architects and other consultants.
They are also to be carried out in accordance with the works contractor's shop
drawings and specifications comprising the works contractor's tender documents.
British Standards
The developer's works are to comply with current British Standards or British
Standard Codes of Practice and all statutory regulations and conditions
applicable to the works.
Agrements Certificates
Where possible materials or processes with Agrements Certificates will be used.
Deleterious Materials
The use of deleterious materials will not be permitted. Deleterious materials
mean:
(a) high alumina cement in structural elements;
(b) wood wool slab as permanent shuttering;
(c) calcium chloride in admixtures for use in reinforced concrete;
(d) aggregates for use in reinforced concrete which do not comply with the
requirements of British Standard 882 (1983) and aggregates for use in
concrete which do not comply with the relevant provisions of British
Standard 8110 (1985);
Specification - 8.6.90 Page 5
(e) asbestos or asbestos-based products;
(f) other materials which at the time of specification are generally known to
be not in accordance with good building practice.
Environmental Performance
The building envelope will be thermally insulated with all necessary vapour
barriers in accordance with the current building regulations.
The windows, spandrel panels and walls are designed to achieve acoustic
attenuation of 37 db.
Specification - 8.6.90 Page 6
GENERAL DESCRIPTION OF THE BUILDING
Location
The site is north of Fleet Street behind the partially retained former Daily
Telegraph office buildings and bounded by Shoe Lane, Wine Office Court North and
Wine Office Court West.
Access
Pedestrian access will be available from Wine Office Court West, Shoe Lane and
via a covered way through No. 133 Fleet Street. Vehicular access will be
confined to Shoe Lane except for a taxi drop off facility in the courtyard
behind the Daily Telegraph building. This courtyard is accessed through the
re-use of the existing van ways on to Fleet Street. The servicing of the
building shall be accessed from Shoe Lane.
Emergency access for fire tenders is along the full length of Wine Office Court
North and Shoe Lane.
The Building
The rear of the existing Telegraph office buildings has been demolished back to
the line that is the rear elevation of the Fleet Street frontage wing of
Telegraph House. No. 131 Fleet Street has been demolished and will be rebuilt as
an infill structure to Fleet Street.
The new building, on the land released by demolition, with basements
accommodated on three levels, including a car park accessed from Shoe Lane and
ground plus 10 floors providing general office space plus specific areas for
financial trading. The following table indicates the target gross and nett areas
of each floor.
Specification - 8.6.90 Page 7
Specification - 8.6.90 Page 8
The building will be served from one central lift core approached from an
entrance hall by escalator. The core will provide a total of 8 high speed lifts
serving ground floor and all upper floors with a more limited service to
basement areas. Disabled access is provided to the lift lobby via a dedicated
disabled lift.
The structure and cladding will allow for offices to be divided generally on a
module of 1500 mm.
The office areas will be finished on a shell and core basis giving the tenant
(subject to landlord's consent where required) flexibility to plan and finish
the space to his requirements. The individual plant areas will be fully equipped
and connections available for tenants' air conditioning units, electrical
fittings, etc., and a contribution will be made by the developer to reflect the
standards required in the Notional Fitting Out Specification. A glazed gallery
at ground level will link the entrances from Fleet Street, Shoe Lane and Wine
Office Court West providing a central cloistered area focused on private use
associated with the office accommodation.
An independent retail area comprising ground and mezzanine fronting on to Shoe
Lane, will be provided as a shell.
Valved and capped chilled water and hot water supplies are available for
connection by the retail tenant at the ground or mezzanine level for their air
conditioning (or heating) equipment. Some ducted air supplies are also available
for connection. The electrical distribution board has supplies available for
this unit capable of handling up to 20w/ft2 of power consumption in the retail
space.
Telephone services would be available from the main MDF rooms on B2 level.
(Retail Unit)
No provisions have been made for gas, drainage, domestic water supply,
sprinklers or hosereels. (Retail Unit)
Windows and doors to Shoe Lane will be installed by the developer to match
the remainder of the facade. (Retail Unit)
The building, subject to detailed tenant design, provides for an internal clear
dimension from finished floor level to underside of ceiling level of 2.6 m (8 ft
6 in) for typical office space and levels of 3.05 m (10 ft) for floors 1,2 and 3
and 2.9m (9 ft 6in) on the 6th floor.
Specification - 8.6.90 Page 9
Floor to floor and Slab elevation heights as follows:
STRUCTURE
Enabling Works
The site contained a wide variety of buildings, dating from late 19th century
and early 20th century to very recent infill blocks, with a mixture of
foundations, ranging from shallow pads and strips to massive and deep
underpinned retaining walls, infilled basements and print machine pits and
bases. The buildings forming the printing works have been demolished under a
first phase contract.
Enabling works included the demolition of all superstructures to the rear of the
Fleet Street buildings, as a second phase demolition, and removal of most
existing foundations. Temporary works requirements during demolition included
stabilisation of all perimeter, and some internal retaining walls, and bracing
of the front (remaining) section of Mersey House.
Some archaeological investigations were required by the Museum of London during
and after the removal of ground obstructions. Their role was to maintain a
'watching brief' which involved minimal interference.
Foundations
All necessary soil tests and ground investigations pertinent to the design of
the foundations were carried out prior to site commencement. The new building is
founded on piles in the London Clay, to control settlement and superstructure
distortion. Some areas have a ground-bearing basement slab with piles, notably
at the perimeter of the site to reduce soil movements affecting neighbouring
Specification - 8.6.90 Page 10
properties. A heave space is provided in the design except in ground bearing
slab areas. The entire slab has provision for groundwater drainage using the
heave space.
Basements
Basements are designed on three levels over the north part of the site, one in
the south. A secant pile retaining wall has been installed on east and west
boundaries through a hardcore berm and topped with a reinforced concrete ground
beam to ground level. Drained cavity wall construction is employed for the whole
perimeter.
The lowest basement floors (B2 and B3) will be of reinforced concrete
construction. Ground floor and B1 level will be of reinforced concrete slab
placed on steel beams. Fire proofing will be provided to the beams in accordance
with the District Surveyor and building regulation requirements.
All basements will be water resistant and walls will comprise of inner blockwork
skin with a cavity to enable flexibility for fixings by the tenant. Allowances
have been made in the basement structure for all incoming services, drainage,
earthing and lightning protection pits.
The Superstructure
The superstructure will comprise steel floor beams and steel colums, with a
lightweight concrete topping slab on metal deck formwork, acting compositely
with the beams. In typical long-span areas, both primary and secondary beams
will be 610 mm series UB, with shallower beams in core areas. Service runs will
pass below, not through, beams. In a few isolated instances a load transfer will
require deeper beams with service penetrations.
Columns will generally be standard UC sections, except that some heavily-loaded
colums, at lower storeys of the building, will be fabricated from plate.
Lateral stability and stiffness against sway forces is provided by the
reinforced concrete walls to the perimeter cores and the reinforced concrete
walls surrounding the lift shafts of the central core.
The column grid allows a (generally) 13.5 m clear span zone surrounding the
central core. Beyond this, twin columns step back at 4.5 m spacing to provide
the means for several setbacks in the facade above.
The perimeter structure will be set inside the wall insulation and vapour
barrier, so that concrete encasement for corrosion protection will not be
required.
The floor slabs are designed to accommodate the following loads.
Typical office floors - 4 KN/m(2) + 1 KN/m(2) extra for
lightweight partitions (80 PSF + 20 PSF)
Office floors (Levels 1,2,3) - 4 KN/m(2) + 1 KN/m(2) (80 PSF + 20 PSF)
Specification - 8.6.90 Page 11
Loading dock - 12 KN/m(2) (250 PSF)
Mechanical Plant rooms - 7.5 KN/m(2) (155 PSF) + Service hanging loads
on slabs over.
Public areas at ground level - 5 KN/m(2) (100 PSF)
Parking area - 3 KN/m(2) (60 PSF)
An area north of the core has been designed to take a load of 7.5 KN/m(2) which
caters for any future technical support or archive requirement.
Allowance has been made for loadings resulting from external cladding
maintenance and window washing systems.
Perimeter steel fire escape staircases are constructed within slipformed
concrete walls. Staircase design is based upon a maximum occupancy of 320
persons for ground floor and on each of levels 5 to 10 inclusive; levels 1 to 4
have a maximum occupation of 480 persons on each floor. These occupancy figures
have been agreed with the building control officer.
Fire Protection
Structural steel members will be protected using concrete encasing to columns at
levels below the ground and lightweight dry casing or mineral fibre spray to
column and beam elements above ground level. Fire separation is provided between
areas of different uses and as required by statute.
EXTERNAL WALLS
The ground floor storey shall be clad in hand set granite providing a base up to
the first floor and incorporating double-glazed stainless steel framed windows,
aluminium grilles and architectural metalwork. The backing wall will be insitu
concrete. All fixings shall be non-ferrous in accordance with the District
Surveyor's requirements. From the first floor upwards cladding will be a high
quality curtain walling system using a pre-finished and pre-glazed rain screen
panel system.
Primary weather sealing of all cladding is to be based on a combination of EPDM
seal technology and high performance silicone/polysulphide or urethane seals.
The design life of the curtain wall is to be 60 years assuming it is regularly
maintained. Double glazing will be of hermetically sealed units comprising 10 mm
outer pane and 12 mm air space and a 6 mm inner pane. Double glazed spandral
glass units will have a ceramic frite on the 4th surface. The curtain walling
will incorporate within its depth the insulation capable of exceeding the
current regulations with an integral vapour barrier and an integral dry wall
finish to the internal face. The system will be designed to meet or exceed
current building regulations and the District Surveyor's
Specification - 8.6.90 Page 12
requirements in respect of fire breaking out of the building and radiant heat
from adjacent buildings should they be subject to fire. The entire curtain wall
is designed to comply with ASTM static water penetration test of 719 Pascales.
The curtain walling will be coated with a high performance paint finish on
aluminium alloys and incorporate external granite panels fastened with concealed
non-ferrous fixings. Windows will be fitted as integral units within the curtain
wall and shall incorporate a thermal break as necessary.
The principal variations and types of external fabrics are as follows:
1. Typical floors above level 4 comprise individual windows set in stone
faced panels.
2. A faceted glass faced wall will address the courtyard at levels 6-9.
3. Large windows extending from levels 1-4 with stone piers and glass
spandrel panels between them.
4. A glass wall with individual panes set in a strongly expressed rectangular
grid of frames forming the gallery wall and turret around the courtyard
inset with double doors with entrance canopies at ground level.
5. Individual stones set on reinforced concrete backing wall to the stair
towers.
6. Curved stainless steel clad roof over the 10th floor dining and plant
facilities.
7. Hand set granite base up to first floor incorporating windows, grilles and
architectural metals.
ROOFS
The structure for the various roofs or terraces created by the steps back on
plan will be as for the general floors but laid to falls to roof outlets. The
perimeter condition of the roofs will include the provision of support/guide
rails for the window cleaning cradles. Roof construction generally will be 50 mm
Roofmate under concrete paving slabs on a Terrain filter sheet on 25 mm of
asphalt. The roof over the 10th floor office and plant facilities will comprise
curved stainless steel facing on a composite construction.
Roof plant room equipment will be isolated from structure born vibration. Space
and structural loadings will be available for the future installation of a
satellite dish of 1 tonne with acceptable oscillation transference. The roof
space will allow for additional tenant future plant such as kitchen extract
plant (area allocated 5 m(2) at high level). All plant rooms and routes to
cleaning cradle maintenance points at roof level will be provided with paved
access routes 1 metre wide. 150 mm minimum high skirtings and upstands will be
provided where required at roof edges and around plant rooms. The roofing system
has an insulation value in accordance with the current building regulations.
Specification - 8.6.90 Page 13
PARTITION WALLS
Generally below ground slab level all non-loadbearing partition walls will be
formed in 140 or 190 mm medium weight blockwork, or where required for specific
services and fixings, in 220 mm brickwork.
Block walls will be provided above ground around the main entrance lobby as a
back-up wall for the granite, around the central core (toilets, plantrooms) and
at the interior penthouse plant level. Other partitions will generally be formed
of dry wall construction.
All lift shafts, and service risers not formed in structural reinforced concrete
will be constructed in "shaftwall" consisting of 2 hour fire rated dry
construction.
The walls surrounding any communication staircases adjacent to the central core
will be constructed in dry wall. Roof plantroom walls shall be constructed in
concrete block.
SUSPENDED CEILINGS
A 475mm plasterboard margin with integral blind box will be provided at the
perimeter of tenant office areas adjacent to the curtain walling. Painted dry
lining or similar suspended ceilings will be provided at the fireman lift
lobbies and in stair lobbies. Access where required will be provided in
suspended ceilings in all common areas. Metal ceilings will be provided in the
lobby areas to toilets. Toilet finishes - suspended plasterboard with skim coat,
painted emulsion finish. Painted drylined soffits to staircases.
Entrance lobbies and semi-circular reception hall to have aluminium leaf applied
finish on plasterboard. Gallery ceilings shall have painted plasterboard set out
on a concealed grid to suit the overall design.
Blinds shall be 35mm blade venetian type to all windows.
FLOOR FINISHES
The following floor finishes are provided in locations as follows:
Office areas, lift lobbies on the - Floated concrete to
office floors electrical rooms, receive tenant finishes
telephone rooms
Loading bay - Water resistant sealed concrete
laid to falls to drainage.
Specification -8.6.90 Page 14
Car parking area, lift motor rooms, - Water resistant sealed concrete
storage areas, plant and fan rooms,
BT and LEB incoming service rooms
and staircases
(Ground floor common areas and toilets are defined separately.)
INTERNAL DOORS, FRAMES AND IRONMONGERY
All doors to be solid timber core with a natural Anigre veneer and matching
hardwood lippings. All hardwood doors and frames shall be sealed with one coat
of catalysed vinyl sealer at works prior to delivery. Final finish on site.
Doors within circulation routes will incorporate vision panels.
Where steel doors are required to meet the fire rating of the building
regulations, they shall be factory primed, galvanised steel and shall be
degreased and washed and etched and primed to receive finish coat prior to site
delivery.
Plant and duct access doors shall be 1 hour fire rated where necessary and shall
be of the same construction as internal office area doors. However where both
faces are within plant areas they shall be paint finished.
Ironmongery shall be of lacquered stainless steel supplied by Elite
Architectural Ironmongery to office areas and aluminium to plantspaces. All
locks shall be suited to suit landlord and multi tenants' facilities.
SHUTTER AND FIRE DOORS
Roller shutters will be provided to the loading bay and fire resisting shutters
to the basement and car park levels as required by statute. All fire resistant
roller shutters will be fitted with fuseable links to self-close in the event of
fire and be fitted with gears for operation by hand. A security barrier to the
car park ramp will also be provided, capable of electronic control. It will also
have the capability of being operable by a card feeder control. A safety
mechanism will be designed to prevent the barrier closing on the roof of
vehicles. Minimum headroom clearance of shutters and fire doors to the car park
shall be 2100 mm.
BALUSTRADES AND HANDRAILS
Handrails and balustrading will be provided with painted steel finish. 2
undercoats, 1 gloss coat.
Roof and plant access ladders and staircases will be provided as necessary in
Specification - 8.6.90 Page 15
painted galvanised steel. Guards and crash rails to the car park will also be
provided in galvanised steel as required.
External handrails to match cladding finish as an integral installation are
provided to all roof terraces to provide safety for maintenance access.
INTERNAL GALLERY SCREEN
Between the entrance gallery connecting with three principal entrance points and
the office accommodation, a screen wall will be erected. The lower levels of
this will be predominantly profiled in granite and hardwood panels and above
will be a dry wall construction with glazed openings from offices on first and
second floor levels overlooking the gallery. The screen's construction
incorporating fire resisting elements plus drencher sprinklers at glazed
portions has been agreed with the District Surveyor.
REFUSE DISPOSAL
A storage area formed in the truck dock will be provided with two compaction and
container units connected to the necessary power supplies.
An area within the truck dock will be set aside as a refuse collection point
servicing the buildings fronting Fleet Street.
CLADDING CLEANING SYSTEM
Provision for cleaning all windows and general external maintenance will be via
a system of roof/parapet mounted trolleys.
All track fixings to the structure shall be of stainless steel. Electrical
points and water standpoint supplies will be installed at various roof levels at
convenient locations for the use of operatives using the systems. The maximum
distance between electrical points will be 40 m and water will be provided to
outlets to an agreed layout.
Equipment for staircases shall be independent cradles for each location. The
equipment will be designed to carry one operative in a cradle. All movement and
operations of the system shall be capable of being controlled from the cradle by
the operative. The curved screen on the south elevation shall be provided with a
cradle rail at 10th floor level. The courtyard glazing will be accessed by
Specification - 8.6.90 Page 16
cradle from its own roof level gantry. Cradles and their suspension systems
shall be designed to minimise the possibility of damage to the building fabric.
Materials and finishes of the exposed equipment will be designed to withstand
corrosion and deterioration and special protection will be provided where there
is any possibility for electrolytic action occurring due to dissimilar metals
coming in contact with each other.
SPECIFIC AREAS AND FACILITIES
Toilets
Toilet accommodation will be constructed within concrete blockwork enclosures
which shall be constructed and rendered internally to suit wall and floor tiling
tolerances. The quantity of sanitary fixings provided is generally based on an
occupancy level of 110 square feet per person on any one floor and to be in the
ratio of male to female 60:60. The above calculations include the provisions for
disabled persons which are provided in accordance with statutory requirements.
In addition to toilet facilities described, an additional soil stack and water
supply/fire protection is provided at each core in a position which enables
extra provision for the extension of toilet facilities in the future. The
internal finishes scheduled to be installed in the toilets are as follows:
Floors and Walls
Ceramic tiles: Manufacturer Silex SPA
36041 Alte
Vlcenza
Italy
UK Distributor Ceramique International
The Porticos
386 Kings Road
London, 5W3
Floors: Floor and 150 mm skirting
Quadro 50 x 50 mat mosaic GK 585 (2) 'Granito'
Walls: Quadro 50 x 50 mat
Ref 510 (1)
Ceilings Suspended plasterboard with skim coat painted emulsion
finish.
Specification - 8.6.90 Page 17
Sanitary Ware Manufacturer Caradon Twyfords Ltd
Cliffe Vale
Shelton New Road
Stoke on Trent
ST4 7AL
W.C. Olympian wall hung W.C. suite - white vitreous china
Ref. No. 11059
Urinal Clifton bowl urinal - white vitreous china
Ref. No. 13001 WHO
(Screens between urinals shall be provided in white
vitreous china to match)
Basin Aria recessed washbasin (white vitreous china)
Ref. No. 14038 WHO
Disabled basin 'Sola' white vitreous china
No. 14053 WHO wash basin
No. 54099 CPO supply fitting 1/2" with swivel nozzle 4 and
divided flow
Disabled grab/support rails and mirror - all grab rails and support bars to be
brushed stainless steel
Taps (or equivalent) Manufacturer Speakman
S.3040 Heronton
Speakman Comm II 8" spread lav. fitting }
4" wrist shape handles/chrome }
plated indexes/concentric nozzle base } or equivalent
(gooseneck depth 5 3/8" }
}
Sprout 25/090 brushed chrome }
2 controls 550 brushed chrome }
Specification - 8.6.90 Page 18
Hygiene systems Manufacturer Franke Ltd
CH-4663 Aarburg
Switzerland
UK Agent Saville Stainless Ltd
P0 Box 74
Altrincham
WA14 3RP
Toilet paper holder Ref. FHS 036 Wall hung - brushed stainless steel
Sanitary towel dis- Franke FHS 02.3
posal container (Women only)
Surface mounted brushed stainless steel
Towel disposal Manufacturer F C Frost Ltd
Bankside Works
Benfield Way
Braintree, Essex
Towel disposal Purpose designed (brushed stainless steel
on slide tray)
Towel dispenser/mirror/vanity light
Purpose designed and integral with the vanity unit by
specialist
Brushed stainless steel unit with acid etched glass
vanity light, untinted mirror and paper towel dispenser
made to design specification
Cubicle Doors Purpose made by specialist joinery contractor
16G brushed stainless steel on ply door with rib detail
Cubicle partitions 16G brushed stainless steel on ply core with rib detail
supported on stainless steel brackets
Specification - 8.6.90 Page 19
Counter top Manufacturer Claude La Croix & Fils
Granit Ltee,
Megantic-Compton Cte,
Quebec, Canada,
GOY 1MO.
Counter top and front 20 mm Atlantic Black Granite
Partition 50 mm Atlantic Black Granite
supported on stainless steel brackets
Services provisions for the disabled include grab rails.
Ventilation ductwork and grilles within the units will be connected to the main
base building riser ducts.
Sprinkler heads with related pipework for future connection to tenants'
installation will be installed where in a remote position to the base building
riser installation.
Entrance Hall Gallery and Main Lobbies
Main Entrance Lobby: North of gallery; lower ground level.
Walls: Granite with stainless steel doors and cast glass panels. Wall
adjacent to escalator wood panelled
Ceiling: Aluminium leaf on plaster; continuous perimeter stainless
steel and glass light fixture
Floors: Terrazzo (2 colours) including base and skirting mouldings
Other Metal, stone and glass security desk and building reception
and directory.
Lift and escalator
lobby: Upper ground level
Walls: Wood veneer and granite with stainless steel mouldings,
drywall above and decorative glass
Ceiling: Continuous metal ceiling complete with sprinkler heads and
lighting
Floor: Terrazzo (2 colours) including base and skirting mouldings
Specification - 8.6.90 Page 20
Gallery
Walls: Granite and wood veneer up to first floor. Decorative acid
etched glass panels set in aluminium frames. Painted drywall
with glazed openings between
Ceiling: Applied finish to plasterboard with integral lighting and
air grilles
Floor: Terrazzo (2 colours) including base and skirting mouldings
Other Granite and wood veneer seating between piers
Custom made light fittings and air grilles to piers
Fleet Street and Shoe Lane Entrance and Wine Office Court West Entrance
Walls: Granite with metal trim.
Ceiling: Applied finish to plasterboard.
Floors: Terrazzo (2 colours) including base and skirting mouldings
Other Stainless steel custom made light fittings and handrails
CLEANER'S CUPBOARD
Walls
Painted drylining with the addition of wall tiling splash back.
Floors
Screeded and tiled as toilet lobbies.
Ceilings
Suspended drylined ceiling painted.
Specifcation - 8.6.90 Page 21
Fixtures
Belfast sink with tiled splash back. Cleaner's storage cupboard.
PLANT ROOMS
Walls
3 coats of emulsion on fair face blockwork/brickwork, or drylined board to
roof plant areas.
Floors
Asphalt to water tank areas in bund walls.
Bull float concrete generally with surface hardener to corridors.
Ceilings
Underside of slab over painted.
Electrical fittings
Surface mounted conduit and luminaires.
Doors
Painted finish where both sides are in plant areas.
BASEMENT STORAGE
Walls
New storage areas painted 3 coats of emulsion on fairfaced blockwork, with
applied vapour check to external walls.
Specification - 8.6.90 Page 22
Floors
Bull floated concrete.
Ceilings
Underside of slab over painted.
Electrical Fittings
Surface mounted conduit and luminaires.
CAR PARK
Walls
Fairfaced blockwork.
Floor
Concrete slab laid to falls with surface hardener.
Ceiling
Underside of ground floor slab painted.
SECURITY AND MANAGEMENT ENGINEERING STAFF
A management and security office is located adjacent to the loading bay with
direct viewing and surveillance of the main bay area and car park ramp. A CCTV
camera system will be provided to cover all entrances, the loading dock and
arriving cars. Control monitors will be incorporated in the central control
room.
An engineer's office will be provided at basement level which will be adjacent
to a building management services control room. The basement will also house a
maintenance workshop room. Toilets for maintenance staff shall be provided as a
separate facility.
Specification - 8.6.90 Page 23
FRAME ROOM
Main frame rooms will be provided for incoming services by British Telecom and
Mercury.
SECURITY SYSTEM
The provision for a fully comprehensive security system shall be installed for
local installation by tenants, based upon recommendations by specialist
consultants. CCTV monitoring shall be provided at all main access points.
EXTERNAL WORKS
Courtyard
This comprises a stone paved yard for pedestrian and taxi access around which
the entrance gallery is arranged. The west wall to this courtyard will be
erected as a screen to the Cheshire Cheese as a free standing wall clad in stone
and metal to reflect the new building's cladding system. Individual feature
lighting will also be provided in the courtyard and at the canopied taxi
drop-off point.
Wine Office Court West and North
New paving for all surrounding footpaths to the new development will be provided
and agreed with the City Engineer. There will be a formation of trellis work in
stainless steel to the north-west as an extension of the base of handset stone
and upon which landscape planting such as ivy will be encouraged to grow.
Planting and special light fittings will also be a feature of the external
works.
Shoe Lane
Two new vehicle cross-overs will be formed and paved in accordance with the
requirements of the City Planning and Highways Department.
LIFT CAR INTERIORS
PL 1 to 8
The passenger car sides shall be constructed of sheet steel to receive
decorative panels by a specialist contractor. The panels shall be manufactured
of particle board with all surfaces finished in toned Anigre wood veneer. The
reveals shall be fitted with solid mahogany stained to match veneer. The
vertical mahogany spaces shall
Specification - 8.6.90 Page 24
be inlaid with stainless steel strips.
FL 1 to 3 and SL 1 and HL 1
16 swg formed stainless steel panels from floor to canopy with reinforcing to
prevent sagging and deflection. Panels shall be bolted together with lock
washers. Prior to bolting, joints shall receive a sealant bead which shall not
be visible after bolts.
Doors
Door panels shall be faced as follows:
PL 1 to 8 and HL 1
Decorative stainless sheet steel fitted with stainless steel edge channels shall
be used at ground floor level to the passenger lifts. Upper floors shall be
primed only to receive decor by tenant's contractors.
FL 1 to 3 and SL 1
Stainless steel with satin finish.
Base
PL 1 to 8 and HL 1
Granite base.
Concealed vent slots above the base to allow the proper amount of air to
infiltrate the cab based on the capacity of the exhaust fan.
FL 1 to 3 and HL 1
100mm high stainless steel with vent slots.
Front Return Panels, Entrance Post and Headers:
PL 1 to 8 and HL 1
The front return panels shall be manufactured of particle board with all
surfaces finished in toned Anigre wood veneer. The reveals shall be fitted with
solid mahogany. The entrance posts and header shall be constructed of stainless
steel with No. 4 finish.
Specification - 8.6.90 Page 25
Flooring
PL 1 to 8 and HL 1
Recess platform to receive carpet flooring with black granite border, separated
by 5mm wide stainless steel strip.
FL 1 to 3 and SL 1
6mm thick aluminium checkered plate.
Ceilings and Lighting
PL 1 to 8 and HL 1
Frosted plexiglass ceiling panels with stainless steel frame and spline. Four
(4) incandescent down lights and FCLV batten luminaries. The luminaries shall be
as follows:
Down Lights - Manufactured by ERCO, Model No. 83006.
Batten Luminaries - Single tube units as manufactured by Thorn EMI Lighting.
FL 1 to 3 and SL 1
The ceiling panels shall be constructed of sheet steel and painted. Fluorescent
luminaries.
There shall be not less than two fluorescent tube in parallel so that the car is
not in compelte darkness due to a single lamp failure.
The illuminance level shall be designed to provide normal lighting of at least
50 lux on the vertical pane of the car control panel.
If, after a predetermined time, no calls are registered, the lift car lighting
shall be automatically switched off. On responding to a hail call, the lift car
lighting shall be turned on again.
There will be emergency lighting.
Handrail
PL 1 to 8 HL 1
30mm diameter stainless steel handrail with matching mounting hardware. The
handrail shall be located at rear of the cab and shall have three points of
attachment.
Specification - 8.6.90 Page 26
Pad Hooks and Protective Pads
All lifts shall be provided with a set of protective pads which covers sides,
rear and front panels. Stainless steel studs for FL 1 to 3 and SL 1. Use
stainless steel "S" hooks hanging from the stainless steel header channel on PL
1 to 8 and HL 1.
Engraving
Special markings, "No Smoking" sign and the capacity of the elevator shall be
directly engraved to the car operating panels.
Accessory Equipment
Each and every cab shall be constructed to accommodate all accessory equipment,
including door operators, hangers, interlocks and possibly CCTV.
Passenger Lifts Specification
The central core shall have a bank of 8 passenger lifts serving all floors above
ground, providing an average waiting interval service of less than 25 seconds
and a handling capacity of 15% providing the latest technology in lift design.
The following is a Schedule of Information in respect of the passenger lifts:
- Lift number - PL 1 to PL 8
- Quantity - 8
- Lift use - Passenger
- Capacity (kg) - 1800
- Speed (m/x) - 2.5m/sec
- Machine type - Geared Traction
- Operation - (Eight (8) car) Microprocessor based group supervisory
system
- Travel (mm) - PL 2 to PL 7: 44960
PL 1 and PL 8: 53410
- Dispatch terminal - Ground floor
- Levels served - PL 2 to PL 7: 11 @ G, 1 to 10
PL 1 and PL 8: 13 @ B2, B1, G, 1 to 10
- Machine location - Overhead
- Openings Front - All
- Car-lift shaft door (size) - 1200 mm W x 2600 mm H
- Car-lift shaft door (type) - single speed center opening
- Lift shaft sill (ground floor) - Nickel silver
- Lift shaft sill (typ floor) - Extruded aluminium
- Lift entrance material (ground floor) - Stainless steel
- Lift entrance material (typ floor) - Painted furniture steel
- Counterweight safety - PL 2 to PL 7 only
Specification - 8.6.90 Page 27
- Self-levelling (two way)
- Voltage/Hertz - 415; 50
- Phase - 3
- Wires - 4
- Platform size (mm) (W D) 2430 x 1850
- Ceiling height (mm) 2850
- Sills - Extruded metal alloy
- Stand-by power
- Auto-return
- Lighting - incandescent and flourescent
Goods Lift Specification
The following specification applies to the single goods lift provided in the
central core.
- Lift Number - SL 1
- Lift use - Service
- Capacity (kg) - 2500
- Speed (m/s) - 1.6
- Machine type - Geared Traction
- Operation - Duplex Selective Collective with Attendant Service
- Travel (mm)- 56710
- Dispatch terminal - Ground Floor
- Levels served - 14 @ B3, B2, B1, LD, 1 to 10
- Machine location - overhead
- Openings Front - All
- Car-lift shaft door (size) - 1300 mm W x 2600 mm H
- Car-lift shaft door (type) - two (2) speed side sliding
- Lift shaft sill (ground flr) - Extruded nickel silver
- Lift shaft sill (typ flr) - Extruded nickel silver
- Lift entrance material (ground flr) - Painted furniture steel
- Lift entrance material (typ flr) - Painted furniture steel
- Self-levelling (two way)
- Voltage/hertz - 415; 50
- Phase - 3
- Wires - 4
- Platform size (mm) - (W D) 1900 x 2990
- Ceiling height (mm) - 2900 - car height 3000 OA
- Ceiling access hatch
- Pads and hooks
- Floor covering - Fire retardant rubber
- Wall material - Brushed Stainless steel
- Car door material - Brushed Stainless steel
- Ceiling material - Painted furniture steel
- Lighting - Fluorescent
Specification - 8.6.90 Page 28
- Telephone cabinet and wiring
- Stand-by power
- Auto-return
Fire Fighting Lifts Specification
There will be three fire fighting lifts on the perimeter cores and their
specification is as follows:
- Lift number - FL 1 to FL 3
- Quantity - three
- Lift use - Fire Fighting Lifts
- Capacity (kg) - 630
- Speed (m/s) - 1.0
- Machine type - Geared traction
- Operation - Simplex selective collective with fire fighter controls
- Travel (mm) - 56710
- Dispatch terminal - Lower level ground floor (LLG)
- Levels served - 14 @ B2, B1, G, 1 to l0, B3
- Machine location - Overhead
- Openings Front - All
- Car-lift shaft door (size) - 800 mm W x 2100 mm H
- Car-lift shaft door (type) - single speed center opening
- Lift shaft sill (typ flr) - Extruded aluminium
- Lift shaft sill (typ flr) - Extruded aluminium
- Lift entrance material (ground flr) - Painted furniture steel
- Lift entrance material (typ flr) - Painted furniture steel
- Self-levelling (two way)
- Voltage/Hertz - 415; 50
- Phase - 3
- Wires - 4
- Platform size (mm) - (W D) 1200 x 1660
- Ceiling height (mm) - 2300
- Ceiling access hatch
- Pads and hooks
- Floor covering - Fire retardant rubber
- Wall material - Brushed stainless steel
- Car door material - Brushed stainless steel
- Ceiling material - Brushed stainless steel
- Lighting - fluorescent
- Stand-by power
- Auto-return
Specification - 8.6.90 Page 29
Lift for the Disabled
The specification for this lift is as follows:
- Lift number - HL 1
- Quantity - one
- Lift use - Passenger/Disabled Use
- Capacity (kg) - 800
- Speed (m/s) - 0.5
- Machine type - Holeless hydraulic
- Operation - Simplex Selective Collective
- Travel (mm) - 4600
- Dispatch terminal - Lower level ground floor (LLG)
- Levels served - 2, LLG, G
- Machine location - Level B1
- Openings Front - LLG
- Car-lift shaft door (size) - 800 mm W x 2600 mm H
- Car-lift shaft door (type) - single speed center opening
- Lift shaft sill (typ flr) - Extruded aluminium
- Lift shaft sill (typ flr) - Extruded aluminium
- Lift entrance material (ground flr) - Stainless steel
- Lift entrance material (typ flr) - Stainless steel
- Self-levelling (two way)
- Voltage/Hertz - 415; 50
- Phase - 3
- Wires - 4
- Platform size (mm) - (W D) 1450 x 1800
- Ceiling height (mm) - 2300
- Sills - Extruded aluminium
- Ceiling access hatch
- Auto-return
- Lighting - incandescent
ESCALATOR
An up and a down escalator have been provided in the main entrance foyer serving
the lower ground and ground floor levels.
The following is a specification of the escalator:
- Escalator number - ESC 1 and 2
- Floors served - lower level ground (LLG) and ground floor (G)
- Vertical rise (mm) - 3000 with a 30 degree incline
- Step width (mm) - 1000
- Balustrade material - brushed stainless steel
- Step finish - Cast aluminium
- Balustrade skirting - Stainless steel with satin finish
- Landing cover plate (top) - terrazzo
- Landing cover plate (bottom) - terrazzo
Specification - 8.6.90 Page 30
ELECTRICAL ENGINEERING SERVICES
General
The electrical engineering services shall comply with the regulations and
requirements of the Institution of Electrical Engineers, the Chartered Institute
of Building Services Engineers and in all respects with the national and local
statutory authority regulations, the Building Regulations as adopted by the City
of London and in particular section 20 requirements, the London Electricity
Board Regulations and British Standards.
Design Criteria
Base Building
i) Office floors at ground and 4th to 10th floors inclusive - lighting 21.5
watts per m(2) (2 watts/ft(2)). Miscellaneous small equipment 32.3 watts
per m(2) (3 watts/ft(2)).
ii) Car park - lighting 10.75 watts per m2 (1 watt/ft(2)). Miscellaneous small
equipment 5.38 watts per m(2) (0.5 watt/ft(2)).
iii) Mechanical plant spaces - lighting 21.5 watts per m(2) (2 watts/ft(2)).
Miscellaneous small equipment 10.75 watts per m(2) (1 watt/ft(2)).
iv) Electrical capacity for floor by floor air handling equipment on office
floors as well as other HVAC equipment is not included in the above
electrical design criteria. Capacity for these systems would be in
addition to the above indicated quantities. Capacity also exists for the
installation by tenants of additional HVAC equipment on floors 1, 2 and 3
above the Base Building provision.
v) An additional 16.125 watts per m(2) (1.5 watts/ft(2)) of capacity over the
entire building floor area is available at the transformers for
distribution to areas where required.
vi) Office floors at 1st, 2nd and 3rd floors inclusive - lighting 21.5 watts
per m(2) (2 watts/ft(2)). Miscellaneous small equipment 108 watts per m(2)
(10 watts/ft(2)).
Electrical Services
Electrical services will be provided at 11 Kv, 3 Phase, 50 hertz from multiple
feeders by the London Electricity Board (LEB) entering the building at Shoe
Lane. The feeders will be sized such that upon the loss of one feeder, the
remaining feeders will be capable of handling the entire building load. Electric
consumption will be metered at high voltage under the Maximum Demand Rate
Tariff.
Primary service switchgear will consist of multiple 11 Kv service circuit
breakers and
Specification - 8.6.90 Page 31
bus sectionalising breaker. Each service breaker will feed a lineup of primary
circuit breakers which feed double-ended unit substations consisting of dry type
cast resin transformers and low voltage distribution switchgear. Each
transformer will be provided with fan cooling such that the loss of one
transformer will not compromise the load the unit substation can carry.
Minimum clearance around equipment will be:
In front switchgear 1000mm
Behind switchgear 750mm
Between equipment 750mm
Operating aisles 1500mm
Ceiling vertical clearance 450mm
The estimated electrical demand load of the building is 7500 KVA.
Electrical Distribution
Incoming power will be transformed from 11 Kv, 3 Phase, 3 wire to 415/240 volt 3
Phase distribution. Mechanical equipment (motors) will be supplied at 415 volts
3 Phase, 3 Wire whereas motor starters, lighting and small power distribution
panels will be supplied with 415/240 volts, 3 Phase, 4 Wire feeders. All power
will be at 50 Hz.
All distribution boards shall contain miniature circuit breakers. Minimum of 25%
of circuits in the board shall be left spare for future use having taken fitting
out into account.
Base Building
Vertical distribution to the typical office floors will be via rising busbars
for lighting and small power loads and floor by floor mechanical plant. Armoured
cable in free-air tied to cable racks will be utilized for loads such as
penthouse motor control centres, lift distribution, etc.
Emergency/Standby Power
The building will be provided with emergency/standby generating plant of the
heavy duty diesel type rated for prime power. They will be provided with heat
exchangers (cooling will be by cooling towers located at the roof) and will be
complete with voltage sensing and control to provide automatic startup on loss
of normal power. A complete diesel oil supply and storage system operation will
be provided for the system. Adequate ventilation for combustion air and heat
rejection will be provided.
A total of two 1200KW/1500KVA generator sets will be provided under the Base
Building Contract to cater for statutory supplies, and additional space for four
generators will be provided.
Access facilities within structure exist for the later installation of
generators or any other
Specification - 8.6.90 Page 32
major items of plant.
Provision for flues, generator cooling, ventilation and oil storage has been
allowed for a total of six generators.
A block wall conforming to a 4hr fire rating will be constructed at B3 level
between the Goldman Sachs generator room and the other tenant's generator room
to include all fire protection provisions. Costs to be met by the Developer.
Base Building
The emergency power distribution system will handle the basic life safety
functions of the entire building, including escape lighting, car park extract,
sewage ejection equipment, emergency lighting, wet riser, hosereel and sprinkler
pumps, fire alarm and detection system, code required ventilation, code required
lifts per bank of lifts, fireman's lifts, etc. Upon loss of utility power, the
emergency system loads will be priority loads transferred to the generating
plant.
Life Safety
A complete life safety system shall be installed to comply with the Fire
Officer's Civil Defense Authority's and Local District Surveyor's requirements
and the requirements of BS5839 Part 1 and BS3116 Part 4. It shall be a zoned,
annunciated, selective signal, automatic and manual fire alarm and control
system; to monitor automatic and manual alarm initiating devices, as well as
supervisory devices such as sprinkler valves, tamper switches, sprinkler pump
status, wet riser pump status, hosereel pump status, and emergency generator
status. Smoke detectors shall be as per code requirements such as in return air
plenums and unattended areas, i.e. telephone rooms, electric cupboards, storage
rooms, mechanical rooms and lift machine rooms. A supervised, selective,
automatic one way emergency voice alarm system shall be included for use by the
fire officer in evacuating the building.
The operation of the system will be such that in the event of the activation of
a manual or automatic alarm, a two stage alarm situation will result. The areas
in which the call has been made will be indicated as the first stage, i.e.
continuous bells and evacuation should commence. In other areas, the second
stage alarm will sound, (pulsing bells) and the appointed fire marshalls for the
areas will investigate the situation.
A central fire command station at the central security control room with
operating controls, alarm and status indicators, for the alarm and one-way
systems shall be included. A printer shall be provided as an integral part of
the central fire command station and shall be capable of operation on the system
standby batteries in the case of power failure. It shall provide an English
language record of all events within the system, including time and date of
occurrence as well as a description of the event and location. The remote
annunciator shall provide an individual LED alarm indication for each initiating
circuit as well as an audible and visual system trouble indication. A mimic
diagram shall be provided showing the building in correct orientation indicating
the location of fire zones and the various entrances. Drill and location signal
silence
Specification - 8.6.90 Page 33
switches shall also be provided at the remote annunciator. The Fire Command
Centre will be directly accessible from the outside via an escape corridor and
will be contained with a 2 hour fire rated room.
Standby batteries shall be provided which will be capable of operating the fire
alarm system in a normal mode of operation for a period of six hours plus thirty
minutes of operation of the system at full alarm. The entire system can be
integrated with the Building Management System as described in this section.
A fire alarm remote indicator panel with a mimic diagram shall be located at the
Shoe Lane entrance to the building.
Telecommunications
Two duct banks shall be provided, from the property line to the main
distribution frame rooms (MDF) of British Telecom and Mercury Communications.
For high reliability, two physically separate service entrances will be provided
with separate feeds to the MDF rooms. The telephone switch room shall be located
adjacent to the main distribution frame rooms.
Two riser cupboards of internal area 2.2 m(2) each (riser opening in floor 1.2
m(2)) for routing of tenant cables shall be provided on each floor.
Lighting
Lighting will be provided in all public areas of the project including lobbies,
circulation spaces, public toilets, and exterior building lighting. All common
areas and external lighting will be controlled by a Landlord panel separately
metered. Lighting to upper lift lobbies is not part of Base Building.
Public area exterior lighting shall be controlled by the Building Management
System.
Ground floor public areas will have purpose made architectural light fittings.
Levels of illuminance and fixture types shall be as follows:-
Typical office floors - maintained minimum lighting level of 500 lux at the
working plane - fluorescent parabolic for tenant fit out
Reception/Lobbies - 200 lux - incandescent
Car park - 50 lux - fluorescent
Mechanical spaces - 200 lux - industrial fluorescent
Stairwells - 200 lux wall mounted fluorescent
Water closets (toilets) - 200 lux - fluorescent
Specification - 8.6.90 Page 34
Stores - 250 lux
Telephone apparatus - 350 lux
Escape lighting will be provided in accordance with British Standards BS5266
Part 1-3, 1975.
Escape lighting will be supplied by the emergency generator upon loss of utility
power and will be provided in designated egress corridors, stairwells, open
areas with undefined escape routes, (entrance foyers, car parks, open plan
offices, etc.), switchgear rooms, transformer vaults, emergency generator rooms,
control and plantrooms, etc.
Control Energy Conservation
Control energy conservation will be achieved by:
1. Control boxes (micro-computer based).
2. Relay boxes.
3. Illuminated switches.
Lightning Protection
A lightning protection system will be provided in accordance with the British
Standard BS6651, 1985.
Earthing (grounding)
An earthing (grounding) system will be provided in accordance with the British
Standard Code of Practice CP1O13, 1965.
Security
The specification for the Security System has been designed by Schiff &
Associates.
The provision in the Base Building is restricted to the conduiting necessary to
suit that design. The conduiting conditions will permit the security system to
be installed by tenants in "layers" of security depending upon the sensitivity
of the areas concerned.
In addition, conduiting is allowed to all doors leading to tenancy
inter-connecting stairs where movement sensors and card control devices could be
installed by tenants.
Conduiting is also provided to the main reception desk to permit the system to
be monitored on a 24 hour basis if necessary.
The entrance to the car park also has provision of conduiting for card control
devices. Closed Circuit TV monitors are provided to the most sensitive areas and
Specification - 8.6.90 Page 35
entrance for remote surveillance. Check in systems for security guards are
provided to ensure regular surveillance.
Speciality Wiring
Wiring will be provided for special systems such as window cleaning equipment
and facilities at various roof levels all in accordance with British Standards.
Retail Unit
Shall have its own separate metered electrical supply and shall be left for the
tenant to make its connection.
Car Park/Loading Deck
Shall have a vehicle barrier controlled by security and the loading deck areas
shall have electrically operated shutters.
Metering
Services shall be installed to suit separate meters for common areas and tenant
areas. Floors 3 through 6 as a group shall have the facility for separate
metering.
Separate electric meters are to be provided to tenant services in addition to
the current base building requirements.
MECHANICAL AND SANITARY SERVICES
Air Conditioning, Ventilation, Heating, Refrigeration and Associated Systems
General
The heating, ventilation and air conditioning systems shall comply with the
requirements of the Chartered Institute of Building Services Engineers Guide and
in all respects with the national and local statutory authority regulations, the
Building Regulations as adopted by the City of London and in particular section
20 requirements, and British Standards.
Valved connections to all base building risers will be provided to enable tenant
installation of services without interruption to the base building systems.
Costs to be met by the Developer.
Design Criteria
The building conditioning systems shall be capable of maintaining the following
environmental standards:
Specification - 8.6.90 Page 36
i) Air Conditioned Areas (Base Building)
Winter
Outside temperature: - 4(degree)C (24.8(degree)F)
Inside conditions: 20(degree)C (68(degree)F) +/- 1.5(degree)C
(controls will be capable of +/-
0.5(degree)C)
The winter humidification will be provided to maintain relative humidity
levels between 40% and 50%.
Summer
Outside design conditions: 28(degree)C (82.8(degree)F) DB,
20(degree)C (68(degree)F) WB
Inside conditions: 22(degree)C (71.6(degree)F) +/-
1.5(degree)C (controls will be capable of
+/- 0.5(degree)C)
Relative humidity: 40%-60%
Note: The above criteria applies to office space and main reception areas.
ii) Non Air Conditioned Areas (Base Building)
The following spaces will have less stringent inside temperature
requirements and are as follows:
Lift motor rooms Winter 19(degree)C (66(degree)F)
Summer 32(degree)C (90(degree)F) DB
Toilet areas Winter 20(degree)C (68(degree)F)
Summer ventilation only
Plant rooms and Winter: frost protection only
truck dock area Summer: ventilation only
iii) Ventilation Rates
Outdoor air quantities will be introduced as follows:
Offices 1.3 1/s per m(2)
12.5 1/s
per person
Office floors 1, 2 and 3 2.00 1/s per m(2)
15.0 1/s per person
Specification - 8.6.90 Page 37
Kitchen extract riser 1 kitchen extract riser is provided for the
benefit of floors 3 to 6 inclusive with an
overall potential rating of 15,000 cfm
Commercial/public spaces As offices
Garage/Toilet Areas 6 air changes per
hour minimum
iv) Load Densities (Heat Rejection Rate) for cooling
Capacity will be included in the air handling, chilled water,
refrigeration and condenser water/cooling tower systems for the following
load densities:
Typical Office Floors:
Lighting 21.5 watts per m(2)
(2 watts/ft(2))
Equipment 32.3 warts per m(2)
(3 watts/ft(2))
Cooling medium availability exists on floors 1, 2 and 3 to serve the
following possible loads:
Lighting 21.5 watts per m(2)
Power 108 watts per m(2)
v) Occupancy Criteria
Typical Office Areas
1 person per 9.6 m(2) (100 ft(2))
Floors 1, 2 and 3
1 person per 7.5 m(2) (80 ft(2))
vi) Acoustic Criteria
Typical Offices: NC-35 (except within 3 m of on floor plantrooms where
NC-38 shall apply).
Toilets, Public Areas, Retail and Circulation Space: NC-40
Chilled Water System
Specification - 8.6.90 Page 38
The building will have an independent chilled water plant located in B-3 level
functioning with closed circuit evaporative cooling towers located in a roof top
enclosure. The Base Building refrigeration plant (chillers, pumps and associated
plant) shall comprise two 650 ton (2220 Kw) units. The Base Building cooling
towers shall be sized to match the heat rejection from the refrigeration plant.
Two towers shall be provided for the Base Building refrigeration plant.
The space and piping arrangements in the refrigeration plant, will be planned
for ready addition of future units to accommodate load growth associated with
tenants' additional cooling requirements, up to a nominal 650 tons capacity.
Chilled water and condenser water risers will be sized with capacity greater
than the initial connected load. Capped and valved connections will be provided
at every floor level for future expansion.
A Uvex U.V. system will be employed in the cooling towers to reduce the risk of
Legionella bacteria developing.
Generator Cooling System
The standby generator cooling system shall comprise pumps, pipework,
distribution pipework risers and open-cell cooling towers. One cooling tower,
pump and heat exchanger are for standby duty.
Heating System
Heating shall be provided by a boiler plant comprising two units with standby
capacity of gas-fired hot water boilers with associated pumps and auxiliaries
located in the B-3 level plant room. Hot water will be circulated throughout the
building to the individual heating elements appropriately designed for each of
their individual applications.
Heating on the typical office floors will be accomplished through perimeter fan
power VAV terminal units with integral LPHW heating coils.
Hot water will also be distributed to special heating devices at the various
entrance points to the building, and to perimeter radiation outlets in the
gallery, and the south facade of the 10th floor.
Air Conditioning Systems - General Office Access
i) Typical office floors shall be serviced by on floor packaged air handling
units, distributed one per floor. Each air handling unit shall be of the
medium pressure variable air volume type comprising filters, cooling
coils, fans, sound attenuators and anti-vibration devices, and all
electronic controls, and starting devices.
Outside air for fresh air ventilation shall be supplied from roof level
via medium pressure vertical ductwork systems, with ductwork connections
to each air
Specification - 8.6.90 Page 39
handling unit plantroom. Outside air shall be provided by an air handling
unit located within the 10th floor plantroom which shall comprise filters,
hot water heating coils, fans, sound attenuators and anti-vibration
devices, and all electronic controls and motor starting devices.
Humidification will be provided in each air handling unit plantroom.
Return air shall be drawn from the conditioned space via attenuated
transfer ducts. The air handling unit plantroom enclosure shall serve as a
mixing plenum.
Conditioned air shall be distributed through medium pressure connections
extended into the office areas and terminated at the plantroom wall.
The tenant fit out works installed under the base building works shall
include a medium pressure primary ductwork loop installed within the
designated ceiling void areas. A deduction from the landlord's fit out
allowance will be made in this respect. Future connections to VAV
terminals and secondary ductwork distribution including grilles and
diffusers shall be provided by each tenant. The perimeter margin diffuser
is provided under the base building contract for all floors.
ii) Lift Motor Rooms
These will be provided with low pressure, constant volume, recirculating
air conditioning units located within the elevator machine room,
maintaining the maximum temperature allowable in that space. The units
shall consist of filters, cooling coils, motor starters, supply fans,
vibration isolators and temperature controls.
Ventilation Systems
i) Toilet Access
There will be a central toilet exhaust system complete with a toilet
make-up system. Vertical exhaust and make-up systems shall be provided
serving the toilets on each floor with fans located in the level 10
mechanical room.
ii) Plant Room Ventilation
Ventilation and exhaust systems will be provided for switchgear and
transformer rooms, mechanical rooms, and particularly for the emergency
generator rooms where significant air quantities will be required.
Ventilation provisions will be made to Landlord's maintenance workshops,
the Engineer's Office and Security Office.
iii) Kitchen Exhaust (space provisions only)
Specification - 8.6.90 Page 40
A route for a kitchen exhaust system will be provided in the Base Building
Contract. System capacity will be appropriate for conformance with codes
and good practice, including makeup air and life safety.
Parking Garage and Truck Dock Ventilation
Complete independent systems comprising of vaneaxial supply and exhaust fans,
sound attenuators, duct distribution, motors, motor starters, air outlets and
controls will be provided to serve the underground parking levels and the truck
dock areas. The system shall supply 100% outside air and exhaust through outlets
carefully integrated with the lower levels and ground level design of the
building. Within the car park, the extract ductwork will be arranged to exhaust
from both high and low level. A carbon monoxide (CO) monitoring alarm system
shall be provided for these areas. Fans shall be fire rated for operation at
600(degree)C.
Building Management System (BMS)
A microprocessor based direct digital control building management systems will
be provided to monitor, control and optimize the operation of all the building
services systems, and it will be of the distributed intelligence type. The
central control console shall function as the primary means of overall system
control and monitoring and shall comprise:
Central Processing Unit (CPU)
Logging and alarm receive only printer
Desk mounted hardwired telephone handset for communication with the life
safety system
One 40M Byte Winchester hard disk One 1.44M Byte floppy disk
Audio tone generator to activate on reception of an alarm
The CRT is to be displayed in colour.
DDC's (Direct Digital Control) shall be provided for every other local plant
room and each mechanical equipment room to control systems in that room only.
Each DDC shall control a maximum of two air conditioning systems. Where this
arrangement cannot be implemented a separate DDC shall be provided for each
system.
Each DDC shall include integral power supplies, communication channels, clocks
and analog and digital input and output modules and a self-charging battery
capable of supporting all memory, clock functions and DDC database and operating
programs within the control unit for four hours in event of power failure or
power interruption.
Each DDC shall have the capability on a stand alone basis at the DDC control
unit itself to display status, set points and analog valves, adjust controller
variables, start/stop
Specification - 8.6.90 Page 41
motors and open/close valves and dampers, display system alarm conditions and
acknowledge alarms.
Each DDC shall have resident all the necessary control software algorithms to
permit any control modes in any combination to meet the needs of the
application.
Each DDC shall have the ability to be locally interrogated by an operator by
either:
a) The DDC control unit integral display and control unit.
b) A separate hand held plug in display and control unit (at least two to be
made available).
The entire BMS including the wiring system shall offer immunity to EM1 and RF1
radiated noise (eg walkie-talkies with a 3 metre radius of a closed DDC
enclosure).
The BMS shall be linked to 300 landlord plant outstations.
The BMS shall be of an 'open protocol' type to allow connection to and interface
with compatible systems installed as part of future fit out works. It shall have
the facility to provide lighting control.
The system shall have the capacity of starting and stopping all of the
compartment air handling systems as well as the miscellaneous air conditioning
systems throughout the building. The status of all this equipment will also be
reported.
Life Safety
A smoke control system will be provided throughout the building consistent with
the Fire Officer's requirements. The system will include smoke evacuation for
office floors, loading dock and public areas as well as stair pressurization
throughout. Smoke evacuation for typical office floors will be accomplished by
using a system of dedicated smoke extract fans and chambers reversing the office
fresh air supply ducts to act as exhaust ducts. Additional smoke evacuation
systems with complete redundancy will be provided for public areas and the
loading dock as well as below ground spaces.
Major Plant Items
i) Refrigeration Machines
Refrigeration machines shall be electrically driven semi-hemetic
centrifugal machines including condenser, evaporator, compressor, motor,
purge system, control panel, starter and isolators.
ii) Cooling Towers
Specification - 8.6.90 Page 42
Cooling towers shall be of the closed circuit, forced draft type complete
with fans, motors, spray pumps and vibration isolation, completely factory
fabricated.
iii) Pumps
Chilled and condenser water and heating pumps shall be horizontally split
case pumps, single stage, double suction.
Pumps shall be completely non-overloading over the full range of the pump
curve.
iv) Fan Assisted VAV Boxes
Perimeter VAV boxes shall be provided under the base building works to
offset the building fabric heat losses. VAV boxes shall be of the
electrically powered pressure independent type complete with a full time
operating fan section and with a LPHW heating coil and all necessary
automatic controls. The system shall be installed to suit a 1500mm
partition module.
v) Air Handling Units
Factory fabricated air handling units shall be acoustically rated, and
comprise of fans, filters, variable volume control, cooling coils,
insulated galvanized double skinned sheet metal casing, vibration
isolators, sound attenuators, dampers and automatic controls. Heating
coils and humidification are provided on office floor air handling units.
vi) Air Filters
Air conditioning system filters shall be rated to Eurovent 45 (80-85%
efficient) bag type with 50mm panel type with metal frame.
All filters shall be provided with draft gauges.
vii) Water Filters
Water filters for the condenser water systems will be comprised of UVEX
ultra violet filters with integral sand filter and automatic timed
backwash cycle, differential pressure sensors, and alarms. Water filters
for hot water heating and chilled water systems shall be of the in-line,
self-cleaning type.
viii) Boilers
Low pressure hot water boilers shall be packaged gas fire tube boilers
with built-in forced draft system. Boilers shall be complete with burner,
computerized burner controls, draft fan, draft controls, boiler water
circulating pump, air compressor, gas booster, and other components
assembled into a fully factory fire tested unit.
ix) Boiler and Generator Flues
Specification - 8.6.90 Page 43
Boiler and generator flues shall be of internally stainless steel
insulated double-wall construction, comprising prefabricated sections
complete with all fittings, access doors, drawing connectors and other
required accessories.
x) Fans
Centrifugal fans shall be V-belt drive, non-over-loading aerofoil section
fans.
Vaneaxial fans shall be variable pitch, direct drive, DDC operation.
Fans for smoke extract duty shall be rated for operation at 300(degree)C.
Fans for smoke extract duty in the car park and truck dock shall be rated
for operation at 600(degree)C.
Vibration Isolation
A complete system of vibration isolation and sound attenuation shall be provided
for all mechanical equipment including fans, chillers, cooling towers, pumps and
emergency generator.
Pumps and fans shall be mounted on adequate inertia blocks.
All piping guides, anchors, and supports shall be isolated from building
structure. All piping within 15m of rotating equipment shall be mounted on
spring hangers.
Sound attenuators shall be provided downstream of all low velocity supply fans,
upstream on all return and exhaust systems, or as required to maintain specific
noise levels. As an alternative, purpose-made attenuators may be provided.
Variable air volume boxes shall be adequately treated for radiated and generated
noise so as to maintain space NR levels.
Air conditioning supply and return fans shall be provided with attenuators both
upstream and downstream of the fan section.
Automatic Temperature Controls
A complete system of electronic controls shall be provided for all plant
systems. Plant systems shall be interlinked with the building BMS for remote
monitoring control.
Building Controls
On office floors measures shall be taken to ensure that all base building
controls are contained within central plantrooms leaving ceiling and floor voids
free.
Specification - 8.6.90 Page 44
PUBLIC HEALTH, DOMESTIC WATER AND GAS SERVICES
General
The public health systems shall comply with the requirements of the Building
Regulations and Public Health Acts, in particular those aspects applicable
within the City of London.
The systems shall also conform to the requirements and design recommendations of
the Institution of Public Health Engineers, the Institute of Plumbing.
The domestic water systems shall comply with the requirements of Thames Water
Authority.
The gas distribution systems shall comply with the requirements of British Gas.
All systems shall comply with the relevant British Standards.
Scope
Sanitary drain and vent systems serving all sanitary appliances. Provisions for
future tenant drinking fountains have been provided at every office floor.
Drainage provision is made for one tenant kitchen on any floor between ground
and level 10 inclusive. (But this shall exclude kitchenettes/tearooms which can
be installed at the rate of two per floor throughout the building, provided that
they use separate stacks at each level.)
Surface water collection system.
Water disposal from pits and lobbies to fire lifts.
Water disposal of groundwater entering the building basements including the Wine
Office Court West chamber.
Domestic cold water system.
Domestic hot water system.
Gas distribution system.
Petrol interceptor and car park drainage.
Buildings utility services including water, gas, sanitary sewer and surface
water sewer.
Specification - 8.6.90 Page 45
Sanitary Drain and Vent System
A complete system of sanitary drains and vent piping shall be connected to all
plumbing fixtures, mechanical equipment and floor drains. The system will be a
gravity system discharging to the foul sewer system. Sanitary drains below the
street level shall be collected and discharged by sewage ejectors. The ejectors
shall be on emergency standby power.
A system of rising wet columns and vent stacks shall be provided with capped
connections at each floor level to facilitate the future addition of tenants'
facilities, e.g. vending area, additional executive toilets, etc.
Surface Water Collection System
Roof drains and area drains shall be collected in a rainwater pipe system
conveying runoff to the combined local authority sewer via gravity. Surface
water below the street level shall be collected and discharged by sump pumps.
This shall include water collected in the cavity construction around all secant
walls.
The sump pumps shall be on emergency standby power.
Domestic and Drinking Water System
The incoming water service shall be metered and will be extended to feed a
storage tank in the lowest level of the building. The storage tank will be of
the two compartment design to allow for routine maintenance of the tank, without
interruption of service to the building.
A packaged, Triplex pumping unit shall be provided to take suction from the
storage tanks and deliver water to all water using fixtures and equipment.
The pumps shall be on emergency standby power.
Permanently charged hydro-pneumatic tanks shall be provided in the mechanical
penthouse of the building, and interconnected with the pump discharge, to supply
water during periods of low flow and prevent excessive pump cycling.
Capped and valved domestic and drinking water connections shall be provided at
each floor level for future tenants' use.
Water System
Hot water shall be produced by local pressurised electric water heaters, located
within the cleaners' cupboard. The units shall serve the floor they are located
on and pipework shall be trace heated on all deadlegs in excess of statutory
requirements.
Specification - 8.6.90 Page 46
The system shall be designed to deliver 50(degree)C (122(degree)F) water to all
fixtures requiring hot water.
Gas Systems
A metered gas service shall be brought into the building and extended to the
boiler plant. Where run through non serviced areas of the building the gas main
shall be contained in a ventilated fire proofed enclosure.
No gas supply will be provided or permitted to tenant areas for kitchen or other
use.
Major Plant Items
i) Domestic Water Pumps
Domestic water service pumps shall be of the packaged type complete with
pressurisation vessels, controls and all necessary motor starters and
contactors. The packaged set will include a running standby pump.
ii) Water Storage Tank
The domestic tank shall be of internally flanged glass reinforced plastic
(GRP) construction, double compartment, with access manholes, ladders,
steel drainage and flanged piping connections.
The house tank shall contain the necessary float switches to accomplish:
pump on, pump off for each pump, high water alarm, low water alarm. The
water storage tank will be suitable for drinking water.
iii) Sewage Ejectors
Sewage ejector shall be of duplex design for installation in wet pit.
Installation shall include pumps, motors, starters, mercury float switches
pump controller, high water alarm, cover plate and frame, access opening,
vent, discharge piping, check valves, gate valves and all accessories to
make installation complete.
iv) Sump Pumps
Sump pumps shall be of the duplex design for installation in wet pit.
Installation shall include pumps, motors, starters, mercury float switches
pump controller, high water alarm, cover plate and frame access opening,
discharge piping, check valves, gate valves and all accessories to make
installation complete.
Specification - 8.6.90 Page 47
v) Sanitary Fittings
Sanitary fittings shall be provided with all required traps, supports,
stops, supply pipes, trim and all necessary accessories to make the
installation complete.
All sanitary fittings shall be white vitreous china. Wash basins shall be
self riming for installation in countertops. (Further description under
architectural section - toilets).
Urinals shall be wall hung with high-level cisterns located within service
ducts.
All exposed piping shall be chrome plated.
Disabled toilets shall be fitted with grab-rails.
FIRE PROTECTION SYSTEMS
General
The fire protection systems shall comply with the requirements of the City of
London District Surveyor, the London Fire and Civil Defence Authority (LFCDA)
and with the relevant sections of the Fire Officers Committee Rules (Loss
Prevention Council), British Standards Codes of Practice and the Thames Water
Authority.
Scope of Works (Base Building)
Sprinkler System (including pumps and suction tanks)
Wet Riser System ( " " " " )
Hosereel System ( " " " " )
Water Supplies
Water from the town's mains shall be brought into the building to serve the
sprinkler system, hosereel system and wet riser system.
Sprinkler System
The entire building shall be protected with an automatic sprinkler system. A
packaged sprinkler pump set comprising one jockey, one duty and one standby
shall be provided
Specification - 8.6.90 Page 48
and shall draw water from a separate 50 m(3) cold water suction GRP tank.
A two-zone high (levels 3-10) and low (levels B3-level 2) wet riser sprinkler
system shall serve all areas not exposed to external weather conditions. A
sprinkler zone ring assembly shall be provided at every floor level to control
and limit the number of sprinkler heads allowable to conform to District
Surveyor requirements. The sprinkler valves per floor will be provided under the
Base Building for tenants to connect their sprinkler distribution systems.
A dry/wet alternative sprinkler protection system shall cover the car park and
loading bay area.
A network of pipework and risers shall be distributed to the ceiling sprinkler
heads located and positioned to conform to statutory approval.
The piping and all components shall be rated for the maximum system pressure.
The entire installation shall be electrically supervised by the fire alarm
system.
The sprinkler pumps shall be provided with a standby power supply from diesel
generators via the essential supplies distribution board.
Wet Riser System
Wet rising mains shall be provided in each fire shaft to serve landing valves at
each level for fire brigade use. A wet riser pump installation complete with
jockey pump shall draw water from the 90 cu metre concrete suction tank and pump
into the rising mains.
The pump installation shall be electrically supervised by the fire alarm system.
The wet rising main pumps shall be provided with a standby power supply from the
diesel generator via the essential supplies distribution board.
Hosereel System
First aid hosereels shall be provided in accordance with the requirements sited
adjacent to means of escape and/or on escape corridor routes. The maximum hose
length shall be 30 metres.
The hosereel system shall be provided with a storage cistern of 1,125 litres
with duplicate electric pumps to provide 2 bar at the highest hosereel.
The storage cistern shall be fed via 50mm connection from the fire water supply
fed by the town's mains.
The hosereel pumps shall be provided with a standby power supply from the diesel
generator via the essential supplies distribution board.
Specification - 8.6.90 Page 49
Halon Systems
Halon 1301 total flooding systems shall be provided in the transformer rooms.
Halon 1301 systems shall have a nominal concentration of 5% V/V.
The Halon system shall be complete with a detection system consisting of control
panels, detectors within all areas and voids, and shall interface with the main
building fire alarm system.
Special Systems
Areas subject to freezing shall be provided with pipework trace heated and
lagged.
Sprinkler and Wet Rising Main Pumps
Fire pumps shall conform to the requirements of the FOC Rules and the relevant
British Standard.
Fire pumps shall be witnessed tested prior to dispatch to site.
Electrically driven fire pumps shall be fed directly from the essential
electrical supplies distribution board.
Sprinkler Heads
Sprinkler heads shall be of the concealed (flush) type in base building finished
areas and conventional sprinklers (either upright or pendant) in areas without
ceilings.
Sprinklers shall be 15 mm nominal discharge orifice and colours and finishes to
concealing plates shall be as selected and approved by the architect to match
ceiling colours and textures.
Valve Supervisory Switches (Tamper Switch)
Tamper switches shall be provided on all control valves. Alarm signals shall
register on sprinkler alarm panel.
Water Flow Indicators
Water flow indicators shall be of a type with `FOC' approval or listing, Potter
type VSRD or Notifier type WFD.
Specification - 8.6.90 Page 50
Commissioning
The developer will, prior to Practical Completion, undertake testing and
commissioning of the base building works services installations.
Signs
Identification shall be provided on all pipework in accordance with BS1710.
Identification signs to a standard design shall be attached to all valves,
drains, test connections, etc.
Identification signs to a standard acceptable to the LFCDA shall be attached to
all valve cupboards sprinkler chambers and rooms, etc.
Specification - 8.6.90 Page 51
PETERBOROUGH COURT - PROPOSED GSIL TENANCY
SCHEDULE OF AGREED ADDITIONS TO AND OMISSIONS
FROM THE BASE BUILDING CONTRACT
ADDITIONS
The following list of items are to form part of the Base Building Contract
installed by the developer with all increased costs to be met by GSIL, and are
to be disregarded at rent review.
Structural
1. A mezzanine floor (known as level 11 mezzanine) will be constructed for
GSIL under the Base Building Contract and shall consist of a concrete slab
on profiled metal decking supported on additional steel beams back to main
building columns.
All access stairs, partitioning, services and other fitting out at this
level shall be by the tenant.
2. 2 No. accommodation staircases serving ground level to level 2 inclusive
and level 6 to level 10 inclusive, respectively, and referred to as
staircases 5 and 6 respectively shall be installed under the Base Building
Contract. Modifications of main ring ductwork to allow positioning of
stairs shall also be included.
3. An additional staircase from upper lift lobby level at the ground floor to
the proposed B1 level cafeteria shall be constructed by base building.
4. At B3 level, structural modifications to the suspended B3 slab shall be
made to incorporate recesses to receive tenant's security vaults, plus
revisions to blockwork and the provision of metal security doors to
corridors in the immediate vicinity.
5. Level 10 slab height will be adjusted to provide for an overall floor
system depth of 80 mm. This area will be finished by the tenant with
screed and marble topping or equivelant. Reinstatement to the "Base
Fitting Out Specification" will exclude the requirement to
1
provide an overall floor system depth of 150 mm.
6. Construction of upstands around all openings in the level 3 floor slab as
flood protection to the level 2 trading floor.
7. One combined voice and data communication riser cupboard of 2.2 m(2)
(internal area) each (riser opening in floor 1.2 m(2)) for routing of GSIL
cables shall be provided on each floor vertically aligned.
In addition, one 3 m(2) (riser opening in floor 2.4 m(2)) cupboard shall
be provided from level B1 to level 2 for GSIL for routing of technology
support cables. All cupboards will be designed for access into the raised
floor for distribution throughout the floor area.
8. Provision of blockwork bund wall and concrete stair at tenant's UPS room.
9. Lift lobby screed alterations to align with core walls to suit tenant's
details.
Architectural
1. At basement levels block partitions will be erected by base building to
tenant layout and shall allow for revisions in base building walls to door
sizes and the substitution of 1 1/2 leaf size doors in lieu of single
doors, again to suit tenant layout. Some additional doors will also be
provided in base building partitions.
2. Aluminium window extrusion extensions and spandrel beam bracketry to suit
tenant dry lining to exterior curtain walling will be included as part of
the Base Building Contract.
3. Duranar finish to the internal surfaces of level 10 windows.
4. Base building toilet accommodation will be expanded in size on the B2
level to suit GSIL requirements.
5. Construction in blockwork of fan rooms on levels 1 and 2 for tenant
auxiliary fans and at B1 level fan room.
2
6. Upgrade visual quality of terrace paving at level 10.
Lifts
1. GSIL as principal tenant will have the facility to dedicate a lift from
ground level to level 10, by installation of remote over-ride equipment.
2. For the purposes of the GSIL security vaults at level B3, GSIL will have
the facility to isolate the freight elevator at periods of maximum
security, by installation of a manual over-ride.
Mechanical
1. Design criteria
Telecommunications rooms, computer suites and other sensitive electronic
plant areas for GSIL shall be designed to maintain an all year round
condition of 22(degree)C +/-1(degree)C, 50% RH +/-5%. All additional
mechanical equipment to achieve these criteria shall be provided as part
of the fit out works (Goldman Sachs's tenancy) extended with the base
building to levels 1 and 2.
Ventilation Rates
Outdoor air quantities will be introduced as follows:
Offices/base building: 1.3 1/s per m(2)
12.5 1/s per person
Trading/dealing rooms: 2.0 1/s per m(2)
(GSIL enhancement 15.0 1/s per person
provided under Base
Building Contract)
3
GSIL kitchen/dining Enabling facility provided for 2 cfm/ft(2)
areas:
(GSIL enhancement
provided under Base
Building Contract)
Load densities/heat rejection rate for cooling:
Typical office floors (base building)
Lighting 21.5 watts per m(2) (2 watts per ft(2))
Equipment 32.3 watts per m(2) (3 watts per ft(2))
Designated trading floors (GSIL enhancement provided under base building)
Lighting 21.5 watts per m(2) (2 watts per ft(2))
Equipment 108 watts per m(2) (10 watts per ft(2))
Other cooling (tenant enhancement provided under base building)
850 kw chiller water capacity shall be provided to serve GSIL's equipment
and telecommunication rooms.
Occupancy Criteria
Office areas 1 person per 9.6 m(2)
(100 ft(2))
Designated trading floors (GSIL enhancement) 1 person per 7.5 (80 ft(2))
Acoustic Criteria
Typical offices: NC35 (except within 3 m of on-floor fan rooms where NC38
shall apply)
4
Trading (dealing) NC40
areas:
Toilets, public NC40
areas, retail &
circulation spaces:
The base building refrigeration plant (chillers, pumps & associated plant)
shall comprise 2 No. 650 tonne (2220 kw) units. A third 650 tonne (2290
kw) unit shall be provided for the Goldman Sachs's tenant fit out works as
part of the base building works. The base building cooling towers shall be
sized to match the heat rejection from the refrigeration plant. Two towers
shall be provided for the base building refrigeration plant and a third
provided for the Goldman Sachs's tenant fit out chiller.
Trading/dealing floors (Goldman Sachs tenant fit out works)
These areas will be served by the same air handling system serving the
typical floors. However, they will also have supplemental compartmental
fan units in addition to the air supplied from the core and shell systems
to meet the increased load. The supplemental air handling systems will
consist of packaged, medium pressure, variable air volume supply systems.
Each will consist of filters, cooling coils, fans, sound attenuators and
shall be supported on appropriate vibration isolation devices. Additional
outside air ventilation rate will be supplied directly to match the high
occupancy levels. Humidification will be added in the fan room. These air
handling systems with their corresponding refrigeration capacity will be
connected to a standby power system. The supplemental fan units will be
inter-connected to the main base building systems with a normally closed
duct link to provide backup in case of the failure of either fan system.
UPS battery room exhaust (GSIL enhancement)
A separate system of exhausts, connected to standby power will be provided
for these areas in accordance with Code and Goldman Sachs's requirements.
5
Halon Systems
1. Halon 1301 total flooding systems shall be provided for the
following locations:
a) Transformer rooms
b) UPS room for GSIL
c) B2 computer area for GSIL
A separate halon exhaust system, connected to standby power, will be
provided to those areas using halon or fire suppression (eg
telecommunications equipment areas, UPS computer rooms, etc.). The
halon exhaust system ductwork shall comprise a medium pressure
ductwork installed in the base building works. The plant and
extension of ductwork to the areas served shall form part of the fit
out works.
Electrical
1. Design Criteria
Tenant enhancements
(i) Levels 1 and 2 miscellaneous small equipment 75.4 w/m(2) (7
w/ft(2))
(ii) Levels 1 and 2 equipment and telecommunications areas 850 kw
(iii) Kitchen - equipment power 150 kw
(iv) Electrical capacity for floor by floor air handling equipment
for enhancement of each VAV systems on dealing/trading floors
and telecommunication areas. Capacity for these systems would
be in addition to the above indicated quantities.
Rising busbars for UPS power to communications rooms and trading
support rooms on the trading floors will be installed under the Base
Building Contract.
6
The rising busbars, vertical risers and distribution panels will be
accommodated within two electric cupboards in the core areas, each
approximately 6.25 m(2) (67 ft(2)) in size. On dealing (trading) floors,
additional tenant electric cupboards will be provided for housing
distribution panel boards under the tenant fit out design. Feeders will be
routed from the core electric cupboards to these satellite cupboards
within the accessible ceiling on that floor under the tenant fit out
design.
For tenant fit out, horizontal distribution on typical floors will be
under a raised floor for small power equipment and telecommunication
needs. The distribution for lighting will be above the hung ceiling.
Standby Power
Three 1200 kw/1500 KVA generator sets will be provided under the base
building contract at GSIL's cost. Provision will be made in the
synchronising switchgear for expansion for an additional generator for
GSIL's use at GSIL's cost.
The GSIL tenant standby power distribution system has provision to handle
30% of their office area lighting and small power, 60% of the dealing
(trading) floors, lighting and small power, dealing (trading) support and
telecommunications equipment, and their attendant mechanical systems. The
emergency generator distribution system will be provided with load
shedding capabilities. A UPS system with 15 minute battery capacity for
the support of dealing (trading) and telecommunications equipment will be
inter-connected with the standby generator system.
The UPS load will be fed from a 500 KVA system comprised of four 250 KVA
UPS modules parallelled. The number of modules will be such that the loss
of a single module will not compromise operation at full load. Capacity in
the bus bars will be capable of supporting one additional 250 KVA module.
The cost of the tenant's generators plus a share of the associated costs
(eg cooling towers/flues, etc.) plus the total cost of the
7
costs (eg cooling towers/flues, etc.) plus the total cost of the
synchronisation switchgear shall be charged to GSIL. All electrical and
associated works related to the tenant's UPS installation shall also be
paid by the tenant.
Power supplies, BWIC, etc., relating to tenant equipment will be charged
to GSIL.
M&E General
1. Co-ordination and modification costs of M&E works (including works in
progress) to suit fit out design development and installation shall be
charged to GSIL.
2. Specialist testing, commissioning, record drawings, O&M manuals, etc.,
associated with certain tenant installations shall also be charged to
GSIL.
Building Management System
1. Tenant's BMS controls integral with but additional to base building
systems shall be installed under the Base Building Contract.
Communications
1. All works by base building associated with the tenant's communication
system shall be charged to GSIL.
OMISSIONS FROM THE BASE BUILDING CONTRACT
The following list of items are to be excluded from the Base Building Contract
installed by the Developer but nevertheless the same shall be taken into account
at rent review as though installed:
1. Proposed base building toilet facilities on level 10 will be omitted from
the Base Building Contract to be constructed as part of the fit out works
as appropriate.
2. At level 10 on the south elevation base building blinds have been
8
install "Mecho Shades" in preference to the base building specification.
3. At B2 level, one corridor has been modified in terms of lighting and
sprinkler provision to suit tenant ceiling proposals.
4. The finishes (with the exception of terrazzo flooring) and joinery work
within the base building messenger room will be installed as part of the
fit out contract.
5. Preaction sprinklers for the BT/Mercury intake rooms on the B2 level shall
be installed by the tenant, GSIL on behalf of the developer.
BVD/JRN
29 June 1990
9
REVIEW FORM OF LEASE
[REVIEW FORM OF LEASE]
DATED 19
----------------------------------
[ ]
- and -
[ ]
- to -
[ ]
----------------------------------
LEASE
- of -
premises on floors [ ] to [ ]
and part basement levels [ ] and [ ]
Peterborough Court, 133 Fleet Street,
London EC4
----------------------------------
TERM COMMENCES : 25th March 1991
EXPIRES : 24th March 2016
----------------------------------
Note: This form to be read as modified mutatis mutandis for use in
relation to Review Unit (iv) (Daniel House).
LINKLATERS & PAINES, (RGF)
Barrington House,
59-67 Gresham Street,
London EC2V 7JA.
INDEX
Clause Page
------ ----
1. DEFINITIONS ................................................ 1
2. DEMISE AND RENTS ........................................... 10
3. TENANT'S COVENANTS ......................................... 11
(1) Rent .................................................. 11
(2) Interest on overdue moneys ............................ 11
(3) Outgoings ............................................. 12
(4) Utilities ............................................. 12
(5) Repair ................................................ 13
(6) Plant and Machinery ................................... 13
(7) Decoration ............................................ 14
(8) Cleaning .............................................. 14
(9) Permit entry .......................................... 14
(10) Notices to repair ..................................... 15
(11) Dangerous Substances and insurances ................... 15
(12) Overloading floors and services ....................... 16
(13) Conduits .............................................. 17
(14) Disposal of refuse .................................... 17
(15) Not to cause obstructions ............................. 17
(16) User .................................................. 18
(17) Regulations ........................................... 19
(18) Signs ................................................. 19
(19) Alterations ........................................... 19
(20) Alienation ............................................ 22
(21) Registration .......................................... 25
(22) Easements ............................................. 26
(23) Landlord's costs ...................................... 27
(24) Statutory requirements ................................ 28
(25) Planning .............................................. 29
(26) Notices affecting the Premises ........................ 30
(27) Defects and indemnity ................................. 30
(28) Reletting notices ..................................... 31
(29) Applications for consent .............................. 31
(30) Observe covenants ..................................... 31
(31) Breaches by underlessees .............................. 31
(32) Yielding up ........................................... 32
(33) VAT ................................................... 33
(34) Reimbursement of VAT .................................. 33
4. LANDLORD'S COVENANTS ....................................... 34
(1) Quiet enjoyment ....................................... 34
(2) Insurance ............................................. 34
(3) VAT ................................................... 36
(i)
Clause Page
------ ----
5. PROVISOS ................................................... 37
(1) Forfeiture ............................................ 37
(2) Implied easements ..................................... 38
(3) Restrictions on adjoining property .................... 39
(4) Variation of and liability for Services ............... 39
(5) Cesser of rent ........................................ 39
(6) Abandoned property .................................... 40
(7) Notices ............................................... 40
6. SERVICES AND SERVICE CHARGE ................................ 41
(1) Management Company's covenant ......................... 41
(2) Landlord's covenant ................................... 41
(3) Services by Landlord .................................. 42
(4) Service Charge ........................................ 42
FIRST SCHEDULE - The Premises ............................. 43
SECOND SCHEDULE - Rights granted to the Tenant ............. 44
THIRD SCHEDULE - Exceptions and reservations .............. 48
FOURTH SCHEDULE - Documents which affect or relate to the
Premises ................................. 50
FIFTH SCHEDULE - Review of rent FIRST reserved ............ 51
SIXTH SCHEDULE - Service Charge ........................... 55
SEVENTH SCHEDULE - Guarantor's covenants .................... 65
(ii)
T H I S L E A S E made the day of One thousand nine
hundred and BETWEEN [
] (hereinafter called "the
Landlord") of the first part [ ]
(hereinafter called "the Management Company") of the second part and
[ ]
(hereinafter called "the Tenant") of the third part.
W I T N E S S E T H as follows:-
1. DEFINITIONS
IN this Lease unless there be something in the subject or context
inconsistent therewith:-
1. (1) (a) Where there are two or more persons included in the expression "the
Tenant" covenants contained in this Lease which are expressed to be made by the
Tenant shall be deemed to be made by such persons jointly and severally;
1. (1) (b) Any reference to an Act of Parliament shall include any modification
extension or re-enactment thereof for the time being in force and shall also
include all instruments orders plans regulations permissions and directions for
the time being made issued or given thereunder or deriving validity therefrom;
1. (1) (c) (i) Any two companies shall be taken to be members of a group if and
only if one is the subsidiary of the other or both are subsidiaries of a third
company;
1. (1) (c) (ii) Any company corporation or partnership shall be taken to be
"associated" with another if and only if one is a subsidiary of another or both
are subsidiaries of a third company or partnership;
1. (1) (c) (iii) In determining whether any company is a subsidiary of another
company the word subsidiary bears the meaning assigned to it
-1-
by Section 736 of the Companies Act 1985 as originally enacted;
1. (1) (c) (iv) A partnership (which shall be construed as including a
partnership under the laws of the United Kingdom or elsewhere) shall be taken to
be a subsidiary of another partnership or of a company if that other partnership
or company is entitled to more than one half of the assets or more than one half
of the income of the first mentioned partnership;
1. (1) (c) (v) A company shall be deemed to be a subsidiary of a partnership if
that partnership controls the composition of the board of directors of the
company or holds more than half in nominal value of the issued equity share
capital of the company;
1. (1) (d) Any covenant by the Tenant not to do any act or thing shall include
an obligation not to permit allow or suffer such act or thing to be done;
1. (1) (e) References to any right of the Landlord to have access to the
Premises shall be construed as extending to the Superior Landlord and to all
persons properly authorised by the Landlord and the Superior Landlord;
1. (1) (f) Whenever the consent or approval of the Landlord is required or
requested in relation to this Lease such provisions shall be construed as also
requiring the consent or approval of the Superior Landlord where the same shall
be required pursuant to the Superior Lease;
1. (1) (g) The titles or headings appearing in this Lease are for reference only
and shall not affect the construction hereof;
1. (1) (h) Any reference to Value Added Tax shall include any tax of a similar
nature that may be substituted for or levied in addition to it;
1. (2) The following expressions shall have the meanings hereinafter mentioned
(that is to say):-
-2-
1. (2) (a) "the Building" means the land shown for the purpose of identification
only edged green on the location plan marked "A" annexed hereto together with
the courtyard and building thereon known as Peterborough Court 133 Fleet Street
London EC4 and each and every part thereof and all additions alterations and
improvements thereto or reinstatements thereof or buildings substituted
therefor;
1. (2) (b) "Business Day" means any day from Monday to Friday (inclusive) other
than Good Friday Christmas Day and bank and public holidays;
1. (2) (c) "the Car Parking Spaces" means the car parking spaces in the Building
which the Tenant is entitled to use from time to time pursuant to paragraph 2 of
the Second Schedule;
1. (2) (d) "Common Parts" means:-
1. (2) (d) (i) the main entrance hall through 133 Fleet Street;
1. (2) (d) (ii) the courtyard of Peterborough Court and the accessways linking
the same to Fleet Street;
1. (2) (d) (iii) the galleries on the northern and eastern sides of the said
courtyard and all other pedestrian entrances and lobbies linking them to Shoe
Lane and Wine Office Court;
1. (2) (d) (iv) the main reception foyer and the escalators and stairs leading
from it;
1. (2) (d) (v) the lift lobbies and all passenger and goods lifts (including
firemen's and disabled lifts but excluding any within a Lettable Unit);
1. (2) (d) (vi) any lavatory and washroom facilities at ground floor and
basement levels from time to time designated by the Landlord for common use;
-3-
1. (2) (d) (vii) the loading dock lorry berths refuse collection and/or
compaction and other servicing areas the car parking areas all vehicle entrances
accessways ramps and circulation areas;
1. (2) (d) (viii) all other entrances corridors passages stairs escalators
landings balconies escape routes pavements landscaped or open areas within or
serving the Building (excluding any within a Lettable Unit);
1. (2) (e) "Conduits" means all ducts shafts channels cisterns tanks radiators
sewers drains watercourses gulleys gutters pipes wires cables meters valves and
all other conducting media plant equipment and apparatus for the provision or
supply of services serving the Building or any part thereof and where applicable
serving in common any adjoining or neighbouring building or premises (other than
any belonging to a relevant supply authority);
1. (2) (f) "Daniel House" means the land shown for the purpose of identification
only edged blue on the location plan marked "A" annexed hereto together with the
building thereon comprising numbers 131-141 Fleet Street London EC4 and each and
every part thereof and all additions alterations and improvements thereto or
reinstatements thereof or buildings substituted therefor;
1. (2) (g) "the Full Cost of Reinstatement" shall mean all costs (including the
cost of shoring up demolition and site clearance Architects' Surveyors' and
other professional fees) and Value Added Tax which would be likely to be
incurred in rebuilding or reinstatement in accordance with the requirements of
this Lease at the time when such rebuilding or reinstatement is likely to take
place having regard to all relevant factors including any increases in building
costs expected or anticipated to take place at any time up to the date of
completion of the rebuilding or reinstatement and shall be properly determined
by the Superior Landlord or the Landlord;
-4-
1. (2) (h) "the Insured Risks" means risks in respect of loss or damage by fire
lightning explosion earthquake aircraft (other than hostile aircraft) and other
aerial devices or articles dropped therefrom impact by vehicles or animals riot
and civil commotion storm tempest flood bursting or overflowing of water tanks
apparatus or pipes subsidence malicious damage and such other risks or insurance
as may from time to time reasonably be required by the Superior Landlord or the
Landlord subject to such exclusions and limitations as may be usual in the
London insurance market and imposed by the Insurers;
1. (2) (i) "the Insurers" means the insurance office or underwriters of good
repute with whom the insurance cover referred to in Clause 4(2) hereof is
effected;
1. (2) (j) "the Landlord" shall include the person for the time being entitled
to the reversion immediately expectant on the determination of the Term;
1. (2) (k) "the Landlord's Plant" means:-
1. (2) (k) (i) all escalators and passenger goods and emergency lifts;
1. (2) (k) (ii) the whole of the sprinkler system including sprinkler heads;
1. (2) (k) (iii) the whole of the fire alarm and detection systems (other than
any stand alone system additionally installed by tenants or other occupiers);
1. (2) (k) (iv) the whole of the permanent fire fighting system (other than
portable extinguishers in the Lettable Units);
1. (2) (k) (v) the whole of the chilled water system (other than any stand alone
system additionally installed by tenants or other occupiers);
-5-
1. (2) (k) (vi) the whole of the perimeter heating system;
1. (2) (k) (vii) the whole of the Building Management System (other than any
independent stand alone system additionally installed by tenants or other
occupiers);
1. (2) (k) (viii) the central electrical supply system from mains supply up to
and including the electrical riser busbars connecting to distribution boards to
Lettable Units at each level;
1. (2) (k) (ix) the emergency standby generator and electrical system (but not
any generator and/or uninterrupted power supply system serving exclusively the
Lettable Units) up to and including riser busbars connecting to distribution
boards to Lettable Units at each level;
1. (2) (k) (x) the air handling system limited at each level of office
accommodation to air handling units at each such level and the electricity
supply and control systems for the same and the air ducts leading from such air
handling units to the point where such ducts enter the Lettable Units (other
than any stand alone system additionally installed by tenants or other
occupiers);
1. (2) (k) (xi) the closed circuit television and intruder alarm systems at all
points of entry into the Building and other security systems to the Retained
Areas;
1. (2) (k) (xii) the window cleaning/maintenance cradles carriages gantries and
runways;
1. (2) (k) (xiii) all loading dock equipment;
1. (2) (k) (xiv) all mechanically or electrically operated doors barriers gates
and shutters;
1. (2) (k) (xv) all refuse compactors and refuse disposal systems;
-6-
1. (2) (k) (xvi) all other plant machinery and equipment provided in connection
with the provision of the Services;
1. (2) (k) (xvii) all other Conduits lying within the Building (up to and
including the point of connection to but otherwise excluding Conduits
exclusively serving Lettable Units);
1. (2) (1) "Landlord's Surveyors" means the surveyors or managing agents
employed directly or indirectly by the Landlord (who shall be an independent
firm of surveyors if the Landlord itself or any associated company corporation
or partnership of the Landlord occupies any part of the Building but in other
circumstances may be an employee of the Landlord or a company within the same
group of companies as the Landlord);
1. (2) (m) "Lettable Unit" means any unit of accommodation forming part of the
Building which is designed or adapted for separate occupation or letting from
time to time (excluding such elements as are excluded by paragraphs (i)-(v) of
the First Schedule and excluding the Management Premises);
1. (2) (n) "the Loss of Rent" means the loss of rent First and Fourthly reserved
by this Lease and for the time being payable hereunder for five years (and
subject to the same being available on reasonable terms in the London insurance
market for an additional two years) or such longer period as may reasonably be
required by the Landlord having regard to the likely period required for
reinstatement in the event of either partial or total destruction in an amount
which would take into account the Superior Landlord's or the Landlord's
reasonable estimate of the potential increases in rent in accordance with the
rent review provisions hereinafter contained and any Value Added Tax properly
chargeable in respect thereof;
1. (2) (o) "Management Premises" means the management premises and the mail and
messenger room at B2 and ground floor levels of the Building shown edged purple
on drawing numbers A102 and A104 annexed hereto;
-7-
1. (2) (p) "Net Internal Area" means Net Internal Area as defined in the Code of
Measuring Practice published by The Royal Institution of Chartered Surveyors and
the Incorporated Society of Valuers and Auctioneers (Third Edition January 1990)
as modified or superseded from time to time;
1. (2) (q) "Office Hours" means the hours of eight a.m. to eight p.m. on Mondays
to Fridays except in any case Good Friday Christmas Day and bank and public
holidays;
1. (2) (r) "Permitted Letting Unit" means:-
1. (2) (r) (i) the whole of each floor of the Premises;
1. (2) (r) (ii) any part of each floor of the Premises comprising not less than
five thousand square feet of Net Internal Area which is reasonably located
having regard to the provision of lavatory and washroom facilities lifts
services cores and other common parts to be used in connection therewith;
together in each case with such part of the basement level of the Premises and
the right to use such number of Car Parking Spaces as shall reasonably be
required therewith;
1. (2) (s) "the Planning Acts" means the Town and Country Planning Act 1990;
Planning (Listed Buildings and Conservation Areas) Act 1990; Planning (Hazardous
Substances) Act 1990; and Planning (Consequential Provisions) Act 1990;
1. (2) (t) "the Premises" means the premises described in the First Schedule
hereto and each and every part thereof together with all additions alterations
and improvements thereto;
1. (2) (u) "the Prescribed Rate" means a rate of interest being four per centum
per annum over the Base Rate from time to time of Barclays Bank PLC or over such
other rate as may from time to time replace the
-8-
same or over such other comparable rate as the Landlord may from time to time
reasonably require;
1. (2) (v) "the Rent Review Specification" means the Base Fitting-Out
Specification together with the Base Building Specification and the Schedule of
Agreed Additions to and Omissions from the Base Building Contract annexed hereto
detailing the standard of the Premises to be assumed on a review of the rent
first reserved hereby;
1. (2) (w) "Retained Areas" means the Common Parts all structural and exterior
parts of the Building all boundary and party walls of the Building and all other
parts of the Building save for the Lettable Units;
1. (2) (x) "Review Date" means the Twenty-fifth day of March in the years One
thousand nine hundred and ninety six Two thousand and one Two thousand and six
and Two thousand and eleven;
1. (2) (y) "the Services" means the services set out in Part II(A) of the Sixth
Schedule hereto;
1. (2) (z) "the Service Charge" means the service charge as provided in the
Sixth Schedule hereto;
1. (2) (aa) (i) "the Tenant" shall include its successors in title and in the
case of an individual shall include his personal representatives;
1. (2) (aa) (ii) "the Guarantor(s)" means the person(s) from time to time
guaranteeing the obligations of the Tenant hereunder and in the case of an
individual shall include his personal representatives Provided that for the
purposes of Clause 5(1)(c)(d) and (e) hereof the expression shall mean only the
guarantor(s) of the Tenant in whom this Lease is vested from time to time and
not of any other Tenant who shall have assigned its interest hereunder;
-9-
and where there are two or more persons included in the expression "the Tenant"
or "the Guarantor" such expression shall include each of such persons:
1. (2) (bb) "the Term" means the term of years hereby granted together with any
continuation thereof (whether under an Act of Parliament or by the Tenant
holding over or for any other reason);
1. (2) (cc) "this Lease" means this Lease and any document supplemental hereto
or collateral herewith or entered into pursuant to or in accordance with the
terms hereof;
2. DEMISE AND RENTS
THE Landlord HEREBY DEMISES unto the Tenant ALL THAT the Premises TOGETHER
WITH the easements and other rights contained or referred to in the Second
Schedule hereto EXCEPT AND RESERVING as mentioned in the Third Schedule hereto
TO HOLD the same SUBJECT to the provisions contained or referred to in the
documents referred to in Part II the Fourth Schedule hereto (in so far as the
same are still subsisting and capable of being enforced and affect the Premises
but not further or otherwise) unto the Tenant on and from the Twenty-fifth day
of March One thousand nine hundred and ninety-one for a term of years expiring
on the Twenty-fourth day of March Two thousand and sixteen YIELDING AND PAYING
therefor during the Term and in proportion for any less time than a year
FIRST the clear YEARLY RENT of [ ] POUNDS (pounds )
(subject to increase as set out in the Fifth Schedule) hereto to be paid
in advance by equal quarterly payments on the usual quarter days (namely
the Twenty-fifth day of March the Twenty-fourth day of June the
Twenty-ninth day of September and the Twenty-fifth day of December) clear
of all deductions whatsoever (except for deductions which the Tenant is by
law bound to make) the first of such payments in respect of the period on
and from the day of One thousand nine hundred and
to the quarter day next following to be made on
-10-
the day of One thousand nine hundred and ;
SECONDLY by way of additional rent on demand the whole of the additional
cost to the Landlord of providing any of the Services at the request of
the Tenant outside Office Hours (or in the event of Services being
provided outside Office Hours for the use of the Tenant and any other
tenant(s) or occupier(s) of the Building a fair proportion thereof) as
determined by the Landlord's Surveyors who shall act fairly and
impartially;
THIRDLY by way of additional rent on demand all sums which the Landlord
may from time to time properly pay in respect of insurance of the Loss of
Rent and a fair proportion determined by the Landlord's Surveyors (who
shall act fairly and impartially) of the sums which the Landlord may from
time to time pay in respect of insurance of the Building against loss or
damage by the Insured Risks;
FOURTHLY by way of additional rent the Service Charge payable to the
Landlord pursuant to Clause 6(4) hereof;
FIFTHLY by way of additional rent on demand the moneys referred to in
Clause 3(2) hereof.
3. TENANT'S COVENANTS
THE Tenant to the intent that the obligations hereby created shall
continue throughout the Term HEREBY COVENANTS with the Landlord as follows:-
3. (1) Rent To pay the rents hereinbefore reserved at the times and in the
manner aforesaid;
3. (2) Interest on overdue moneys If any sum payable by the Tenant under this
Lease shall not be paid on the due date (in the case of the
-11-
rent first hereinbefore reserved) or shall not be paid on the date seven
Business Days following demand or (if later) the ascertainment thereof (in the
case of other sums) to pay on demand to the Landlord interest thereon at the
Prescribed Rate from the date when the same became due until payment thereof (as
well after as before any judgment);
3. (3) Outgoings To bear pay and discharge all existing and future rates taxes
duties charges assessments impositions and outgoings whatsoever (whether
parliamentary parochial local or otherwise and whether or not of a capital or
non-recurring nature) which now are or may at any time hereafter during the Term
be charged levied assessed or imposed upon the Premises or the Car Parking
Spaces or upon the owner or occupier in respect thereof other than:-
3. (3) (a) any tax assessed on the Landlord (other than Value Added Tax if
applicable) in respect of any rent received by the Landlord under this Lease
(unless the statute imposing such tax shall prescribe or intend that the tax is
payable by the Tenant); and
3. (3) (b) any tax payable only as a direct result of the grant of this Lease or
any dealing by the Landlord with its reversionary interest in the Premises;
Provided that if any assessment is made in relation to the Premises or the Car
Parking Spaces together with other premises or areas the Tenant shall pay to the
Landlord a fair proportion thereof to be determined by the Landlord's Surveyors
who shall act fairly and impartially;
3. (4) Utilities To pay to the suppliers of and to indemnify the Landlord
against all charges for water electricity gas all types of telephonic
communication and other services used on or in relation to the Premises
(including without limitation all charges for meters and all standing charges)
Provided that if and in case the water electricity gas or other services shall
be metered or charged jointly in respect of the Premises and other premises to
pay to the Landlord on demand a fair proportion thereof to be determined by the
Landlord's Surveyors who shall
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act fairly and impartially;
3. (5) (a) To repair To repair and to put and keep the Premises and the Conduits
to the extent that they serve exclusively the Premises (but excluding such of
the Landlord's Plant as is within the Premises and the point of connection to
Conduits serving also other premises) in good and substantial repair and
condition and as and when necessary to replace any of the landlord's fixtures
and fittings in the Premises which are or become beyond repair with new ones
which are similar in type and quality (damage by the Insured Risks excepted in
each case save to the extent that payment of any insurance moneys be refused in
whole or in part by reason of or arising out of any act omission neglect or
default of the Tenant or any person deriving title under the Tenant or any
person under its or their control);
3. (5) (b) As often as shall be necessary in order to comply with the covenant
contained in sub-clause (a) of this Clause 3(5) to rebuild reinstate or replace
the Premises or any part or parts thereof (damage by any of the Insured Risks
excepted in each case save to the extent that payment of any insurance be
refused in whole or in part by reason of or arising out of any neglect or
default of the Tenant or any person deriving title under the Tenant or any
person under its or their control);
3. (6) (a) Plant and Machinery To keep all plant machinery apparatus and
equipment in the Premises (excluding Landlord's Plant) properly maintained and
in good working order and condition and for that purpose:-
3. (6) (a) (i) to employ reputable contractors to inspect maintain and service
the same regularly;
3. (6) (a) (ii) to renew or replace all working and other parts as and when
necessary;
3. (6) (a) (iii) to use all reasonable endeavours to ensure by directions to the
Tenant's staff and otherwise that such plant and machinery is properly operated;
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3. (6) (b) When reasonably required by the Landlord following any alterations to
the electrical circuits by the Tenant to produce to the Landlord a certificate
issued by an electrical contractor (who shall first be approved in writing by
the Landlord (such approval not to be unreasonably withheld)) that the
electrical circuits within the Premises comply in all respects with the
regulations of the Institute of Electrical Engineers current when the electrical
circuits were installed or other amended standards (approved by the Landlord
such approval not to be unreasonably withheld) or recommended current codes of
practice (approved by the Landlord such approval not to be unreasonably
withheld);
3. (7) Decoration As often as may be necessary and in any event not less
frequently than once in every fifth year during the Term and also during the
last year thereof (howsoever the same may be determined) properly to prepare and
decorate the interior of the Premises throughout in a good and workmanlike
manner in accordance with any instructions of the manufacturers of the products
used and such decoration and treatment in the last year of the Term to be
executed in such colours and with such materials as the Landlord may reasonably
approve;
3. (8) Cleaning To keep the interior of the Premises properly cleaned and tidy
and clear of all rubbish and to clean at least once in every month the inside of
the window panes and frames of the Premises and all glass (if any) in the
entrance doors thereto;
3. (9) Permit entry To permit the Landlord and all persons authorised by the
Landlord at all times on giving reasonable prior written notice (except in
emergency) to the Tenant to enter the Premises for the purpose of ascertaining
that the covenants and conditions of this Lease have been observed and performed
to view the state of repair and condition thereof and to take a schedule of the
landlord's fixtures and of any dilapidations and to exercise the rights herein
excepted and reserved the person entering causing as little damage and
inconvenience to the Tenant and/or other occupiers as reasonably practicable and
making good any damage caused to the Premises thereby;
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