Schedule 8 Replacement Accommodation Lease

42878G78.2~IoO8 223
RG819088300001/9510301. 11
c2
Schedule 8
1
Schedule 8- Replacement Accommodation Lease
DATED
(1) [CAPCO]
(2) THE MAYOR AND BURGESSES OF THE LONDON BOROUGH OF HAMMER~MITH AND FULHAM
LEASE
of Block [ ] at the [Earls Court Estate] in the London
Borough of Hammersmith and Fulham
Note: This document comprises the Base Lease referred to in Clause 16 and Schedule 8 of the
Conditional Land Sale Agreement. The document will need to be reviewed and adapted on a case by
case basis to cater for permitted variations under the Conditional Land Sale Agreement, including
(without limitation) in connection with:
the joining of a management company as a party to this lease;
the insurance obligations;
and estate regulations;
site specific issues such as the extent of the demise, rights granted and reserved;
access to the demise [separate entrances];
provision and extent of services.
Note: We suggest using same form of lease for all buildings where the landlord provides the Building
Services (whether the lease is for some or all of the units in the building. This lease drafted
accordingly to cover Estate Service Charge, Building Service Charge and Caps. Where the Council
have all the Units in a Building the demise will include structure and exterior).
0
Pinsent Masons
I
CONTENTS
Clause Page
PRESCRIBED CLAUSES I
PARTICULARS 3
DEFINITIONS AND INTERPRETATION 4
2 DEMISE, RENTS AND OTHER PAYMENTS 9
3 TENANTS COVENANTS 9
4 LANDLORDS COVENANTS 16 *
5 INSURANCE 17
6 PRQVISOS 18
C:
SCHEDULE I - PREMISES, RIGHTS AND RESERVATIONS 20
PART 1 - PREMISES 20
PART 2-RIGHTS GRANTED 20
PART3-RIGHTSRESERVEb 21
PART 4-PREMISES, RIGHTS AND RESERVATIONS 22
SCHEDULE 2- RENT REVIEW 23
SCHEDULE 3-THE SERVICES 24
SCHEDULE 4 - PREMISES 31
389679457\9IOS
LRI. Date of lease
LR2. Title number(s)
LR2.1 Landlords title number(s)
LR22 Other title numbers
LR3. Parties to this lease
Landlord
[CAPCO] (No j 1) of/whose registered office is at
Tenant
The Mayor and Burgesses of the London Borough of Hammersmith and Fuiham of Town Hall King
Street London W6 9JU
Other parties
None
LR4. Property
In the case of a conflict between this clause and the remainder of this lease then, for the purposes of
registration, this clause shall prevail.
The premises as defined in this Lease in Schedule 1 Part 1.
LR5. Prescribed statements etc.
None.
LRG. Term for which the Property is leased
The tern as specified in this Lease in the Particulars.
LR7. Premium
None.
LR8. Prohibitions or-restrictions on disposing of this lease
This Lease contains a provision that prohibits or restricts dispositions.
LR9. Rights of acquisition etc.
LR9.1 Tenants contractual rights to renew this lease, to acquire the reversion or another lease of the
Property, or to acquire an interest in other land
None.
38967945.7\gIOS
LR9.2 Tenants covenant to (or offer to) surrender this lease
None.
LR9.3 Landlords contractual rights to acquire this lease
None.
LRIO. Restrictive covenants given in this lease by the Landlord in respect of land other than the
Property
None.
LRI 1. Easements
LRII .1 Easements granted by this lease for the benefit of the Property
The rights set out in Schedule I Part 2.
LRII.2 Easements granted or reserved by this lease over the Property for the benefit of other
property
The rights set out in Schedule I Part 3.
LRI2. Estate rentcharge burdening the Property
None. -
LRI3. Application for standard form of restriction
The parties to this lease apply to enter the following standard form of restriction against the title of the
Property:-
No disposition of the registered estate (other than a charge) by the proprietor of the registered estate or by
the proprietor of any registered charge, not being a charge registered before the entry of this restriction, is to
be registered without a certificate signed by the proprietor for the time being of the estate registered .under
title number [specify title number] [or [their conveyance or specify appropriate details)] that the provisions of
Clause [13.16] of the registered lease have been compiled with [or that they do not apply to the disposition].
LRI4. Declaration of trust where there is more than one person comprising the Tenant
38967945.7\9106 2
PARTICULARS
Date 201[
Landlord [CAPCO ] (No
of/whose registered office is at
Tenant The Mayor and Burgesses of the London Borough of.
l-iammersmith and Fuiham of Town Hall King Street London W6 9JU
Premises The Premises more particularly described in Part 1 of Schedule 1
known as ** edged red on the annexed plan [numbered
** ], [forms part of] [comprises all of the residential units in]
the Building:
Contractual Term 995 years and three days from ~nd including [the date of this Lease]
Principal Rent [ ] ([ ] pounds)
per annum, subject to review in accordance with Schedule 2 [Principal
Rent to be a sum equal to 250 x the total number of residential units
comprised within the premises and to be calculated in accordance with
Clause [ ] of Conditional Land Sale Agreement]
Review Dates The twenty-fifth anniversary of the commencement of the Contractual
Term and every subsequent twenty-fifth anniversary of it
Permitted Use For residential use pursuant to and in accordance with the Planning
Permission and all purposes reasonably ancillary to such use and, in
relation to any part of the Premises comprising car parking spaces, for
the parking of private motor vehicles ancillary to such residential use
Building The land and buildings known as ** , edgbd blue on the
annexed plan [numbered ** ][and registered at the Land
Registry under title number **
1
35967945.7\g106 3
THIS LEASE is made on the date specified in the Particulars
BETWEEN:
(1) the Landlord; and
(2) the Tenant.
IT IS AGREEIJ as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 In this Lease:-
1995 Act11 means the Landlord and Tenant (Covenants) Act 1995
means the last monthly figure shown in the last edition of
the Index published before the expiry of the preceding
Accounting Period
Accounting Period means the year or part of a year ending on 31 M?rob. or
on such other date as may from time to time be notified.
by the Landlord to the Tenant
Amenities . me?nS drainage, water, gas, electricity, telephone and all
other services or amenities benefitting the Building or the
Premises or the Estate (as the context requires)
Arbilration means arbitration in accordance with Clause 6.8
B the last figure shown in the last edition of the Index
published before the start of the Term being [
Base Rate means the base rate from time to time of Barclays
Bank PLC or if such base rate ceases to be published
then such other comparable interest rate as the Landlord
- reasonably requires
Building Common Parts means the areas and amenities within the Building for
use in common by tenants or occupiers of the Building
including (without limitation) entrances, stairways, fire
escapes, halls and corridors, accommodation for
security, porterage and other areas designated from time
.to time as common parts of the Building as a whole (or as
common parts for some only of the Units)
Building Services means the services set out in paragraph ) of
OWL-, .J~ I
Conducting Media means gutters, gullies, pipes, sewers, drains,
watercourses, channels, ducts, flues, wires, aerials,
cables, mains, cisterns, tanks and all other conducting
media together with all meters and other apparatus used
in connection with them
Costs Means reasonable arid proper costs, charges, expenses,
losses, liabilities, damages, claims, demands,
proceedings and actions (as the context requires)
Estate means the Landlord s estate at [ ] [shown for
identification only edged blue on the Plani and any
35967945.7\gIQ5 4
extensions or additions to it.
Estate Common Parts means the areas and Amenities made available from
time to time by the Landlord for use in common by the
tenants and occupiers of the Estate including (without
limitation) any footpaths, forecourts, car parks, service
roads, Estate Roads, landscaped areas, service areas
and areas designated for the keeping and collecting of
refuse, management and security accommodation,
equipment storage accommodation and: other features
and fadilitieson thEstatewhich do not e*clusivelyserve
any separate building on the Estate
Estate Regulations means the regulations set out in Schedule [4] as may be
revised or updated by the Landlord (acting reasonably)
from time to time for th~ rnahgethent of the Estate (see
new Clause4.6JPM
Estate Roads means such unadopted roads and footpaths as now or at
any time during the Term are upon or lead into the Estate H
Fixtures and Fittings means all fixtures and fittings (other than tenants fixtures
and fittings) in or upon the Building or the Premises
which are not for the exclusive benefit of one Unit only H
including plant and machinery, lifts, boilers, central
heating air conditioning lighting plumbing, sanitary and
sprinkler systems and any other apparati for common
use ~hich are from time to time in or upon the Building
Index means the All Items figure of the Retail Prices Index H
published by the Office for National Statistics (or any
official publication substituted for it)
Initial Service Charge means the sum of [ fj~ [ j ([ ~ ] pounds)
[this will be the cap multiplied by the number of
seure tenant council units within the Premises plus
the uncapped service charge multiplied by the
number of leaseholder (non seure tenant) units in
the Premises]
Interest Rate means interest at the rate of 3 per cent per annum above
Base Rate (both before and after any judgment) such
interest to be compounded with rests on the Quarter
Days H
Landlords Costs means all reasonable and proper costs and expenses
paid or incurred or deemed to be paid or incurred by the
Landlord or otherwise provided or allowed for in respect
of or incidental to all or any of the Services and the
Service Costs referred to or listed in [paragraphs 2 and 3
of Schedule 3
Landlords Permission means the previous approval of the Landlord (such
approval save where expressly provided to the contrary
is not to be unreasonably withheld or delayed)
this Lease means this deed and any deed, document or agreement
amending or supplemental to it
Legislation means any statute or any order, instrument or regulation
made under it, or any notice or order issued by a
3896?945.7\9i06 5
government department, the legislative making
institutions of the European Union, minister or local public
regulatory or other authority
Licence means a licence granting the Landlords Permission
executed as a deed by the Landlord, the Tenant and any
Guarantor and being duly dated and containing such
covenants as the Landlord reasonably requires
MaagingAget means the agent or agents employed from time to time
by the Landlord for the management of the Building
Common Parts and/or the Estate Common Parts
Non Secure Tenant Unit Means a Unit which is not underlet to a Secure Tenant [it
is assumed that prior to the grant of this lease the
Council will have to indicate how many units will be
for non secure tenants]
Outgoings means all existing and future rates, taxes, duties,
charges, payments, assessments and similar outgoings
Prticulars means the page headed Particulars at the front of this
Lease
[Plan means the plan annexed to this Lease] [Note: Definition
- to be reviewed once plan or plans are settledi
Planning Acts means the Town and Country Planning Act 1990, the
Planning (Listed Buildings and Cons&vation Areas)
Act 1990, the Planning (Hazardous Substances)
Act 1990, the Planning (Consequential Provisions)
Act 1990, the Planning and Compensation Act 1991, the
Planning and Compulsory Purchase Act 2004 and any
other Legislation of a similar nature in force at any time
during the Term
Planning Permission
[lWsert 4etaiI~ ~tt plannlpg permission for the
d~elopment of th~EstateJ
Retained Parts means all parts of the Building not intended to form part
of any individual Unit including (but without limitation):
(a) the structure, walls, foundations, doors
and windows and roofs of the Building;
(b) the Building Common Parts;
(c) office, storage and other accommodation
reserved within the Building for the
Landlords Personnel;
(d) parts of the Building reserved for the
housing of plant, machinery and
equipment for the supply of utilities or for
the provision of the Services;
(e) all Fixtures and Fittings
38987945.7\g106 6
(f) the airspace above or surrounding the
Building
(g) any cellars or basements at the Building
(h) all Conducting Media or other facilities or
services which are used in common by
the Building with any other premises or
which do not exclusively serve any
individual Unit in the Building.
Quarter Days means 1 January, 1 April, 1 July and 1 October in every
year and Quarter Day means any one of them
Secure Tenant means a tenant who was immediately prior to the grant of
this Lease a tenant of [the Council] pursuant to a secure
tenancy (meaning a tenancy granted under the
provisions of section [ ] of the Housing Act 191 ] and
such tenant was upon the grant of this Lease relocated to
a Unit in the Building and it is agreed that the number of
Secured Tenants in the Building at the date of the grant
of this Lease was
Secure Tenant Unit means a unit forming part of the Premises which
continues to be occupied by a Secure Tenant
Service Charge means:
1. inrespect of each of the Non Secure Tenant Units the
Tenants Proportion of the Landlords Costs; and
2. in respect of each Unit which at the commencement of
the relevant Accounting Period is a Secure Tenant Unit
the Tenants Proportion of the Landlords Costs or if less
the Service Charge Cap for the relevant type of Secure
Tenant Unit
Service Charge Cap for the first Accounting Period during the Term the sum of
]) [the initial Service
Charge Cap for each type of Secure Tenant Unit is to
be the sum indicated in Table I of Schedule 3] and
thereafter in each subsequent Accounting Period the
greater of:
(a) the Service Charge Cap for such Secure Tenant Unit
for the preceding Accounting Period; and
(b) (the Service Charge Cap for such Secure Tenant Unit
for the preceding Accounting Period) x A/B
Services means the Estate Services and the Building Services as
set out in Schedule 3
rSuperior Landlord] [means the holder of a reversion whether immediate or
not to the lease under which the Landlord holds its
interest in the Premises]
[Superior Lease] [means the lease under which the Landlord holds its
interest in the Premises and also any leasehold reversion
38967945.7\g106 7
(whether immediate or not) to that lease]
Tenants Proportion means a reasonable and proper proportion determined
by the Landlord (whose decision shall be final save in the
case of manifest error) as reasonable to charge to the
Tenant in each Accounting Period to which the statement
referred to in paragraph 4.2 of Schedule 3 relates
Term means the Contractual Term and the period of any
holding over or extension of such term whether by
statute, common law or by agreement
Termination Date means the date of expiration or sooner determination of
the Term
Unit means each separate residential unit within the Building
VAT means Value Added Tax or any equivalent tax which may
be imposed in substitution for it or in addition to it
1.2 In interpreting this Lease:- .1
1.2.1 the Particulars form part of this Lease and words and expressions set out in the
Particulars are to be treated as defined terms;
1.2.2 references to Clauses and Schedules are to Clauses of and Schedules to thi~ Lease and
references to a paragraph are to a paragraph of the relevant Schedule unless stated
otherwise;
1.2.3 the expression Landlord includes the person for the time being entitled to the
immediate possession of the Premises on the expiry of the Term;
1.2.4 the expression Tenant includes the person in whom for the time being the Tenants
interest under this Lease is vested;
1.2.5 the expression Guarantor includes the personal representatives of any person who
may from time to time guarantee the performance of the Tenants obligations under this
Lease other than pursuant to an Authorised Guar?ntee Agreement;
1.2.6 reference to a piece of legislation, unless stated otherwise, includes all prior and )
subsequent enactments, amendments and modifications relating to that piece of
legislation and any subordinate legislation made under it;
1.2.7 references to a person include any individual, firm, unincorporated association or body
corporate, words im~5orting the singular number include the plural number and vice versa
and words importing one gender include all genders;
1.2.8 if the Tenant or the Guarantor is more than one person, any reference to the Tenant or
the Guarantor refers to each such person and any obligations of the Tenant or the
Guarantor are joint and several;
1.2.9 references to an act or default of the Tenant include an act or default of any
predecessor or any person deriving title under or through the Tenant, or their respective
employees, agents, licensees or visitors;
1.2.10 a covenant by the Tenant not to do any act or thing includes a covenant not to permit or
suffer such act or thing to be done;
1.2.11 the words include(s) and including are to be construed without limitation;
38967945.7\gIO6 8
1.2.12 all references to Principal Rent or other sums payable by the Tenant are exclusive of
VAT;
1.2.13 the headings and contents are to be disregarded in interpreting this Lease.
2. DEMISE, RENTS AND OTHER PAYMENTS
2.1 The Landlord lets the Premises to the Tenant for the Contractual Term together with the rights
specified in Part 2 of Schedule I but except and reserving to the Landlord the rights specified in
Part 3 of Schedule 1.
2.2 The Premises are let subject to the matters contained or referred to in the documents listed in
Part 4 of Schedule 1.
2.3 The Tenant will pay by way of rent throughout the Term without any deduction, counterclaim or set
off:
2.3.1 the Principal Rent by one annual payment in advance on 1 April each year (or the next
working day), the first such payment or a due proportion of it to the 31 March [insert year
in whLh is granted] becoming due on the date of this Lease
2.3.2 as further or additional rent the Service Charge payable in accordance with Schedule 3;
2.3.3 [include insurance premiums where the Landlord insures i.e. lease of partj PM
2.3.4 all other sums (including VAT) due under this Lease from the Tenant to the Landlord.
3. TENANTS COVENANTS
The Tenant covenants with the Landlord:- -
3.1 Rent and Payments
3.1.1 to pay the rents reserved by this Lease at the times and in the manner specified;
3.1.2 if required by the Landlord to pay the rents by bankers standing order or direct debit;
3.2 Outgoings
3.2.1 to pay the Outgoings payable in respect of the Premises (or where the Premises are not
separately assessed a fair proportion as is properly attributable to the Premises) its
owner or occupier (except any payable by the Landlord (other than VAT) as a result of
receipt of the rents or arising on a dealing of the Landlords interest in the Premises) and
a fair proportion of any such Outgoings which are assessed in relation to the Premises
together with other property;
3.2.2 to pay for the Amenities exblusively used by the Premises (including all standing charges)
and a fair proportion of any Amenities payable in relation to the Premises together with
other property;
3.3 Costs
to pay to the Landlord on demand and on an indemnity basis all reasonable Costs which may be
properly incurred by the Landlord in connection with (or in contemplation where reasonably
necessary of):
3.3.1 any proceedings under sectIon 146 or section 147 of the Law of Property Act 1925
notwithstanding that forfeiture is avoided otherwise than by relief granted by the Court;
38967945.7\giOS 9
3.3.2 the preparation and service of a notice (including a schedule of dilapidations) served
under this Lease relating to the repair or condition of the Premises whether during the
Term or after the Termination Date;
3.3.3 an application by the Tenant for any approval or consent required by this Lease including
where the application is withdrawn or the approval or consent is lawfully refused;
3.3.4 claiming or recovering any arrears of Principal Rent or other sums due under this Lease
or in connection with the enforcement or remedying of any breach of the Tenants
covenants in this Lease;
3.4 VAT
3.4.1 to pay any VAT chargeable upon the Principal Rent or other sums payable by the Tenant
under this Lease provided that the Landlord shall promptly supply to the Tenant a valid
VAT invoice;
3.4.2 where the Tenant has agreed to reimburse or indemnify the Landlord in respect of a
payment made by the Landlord under the terms of or in connection with this Lease, also
to reimburse any irrecoverable VAT paid by the Landlord on such payment provided that
the Landlord shall promptly supply to the Tenant a valid VATinvoice;
3.5 Interest on Arrears
if any sums payable to the Landlord under this Lease are not paid by the due date (whether
demanded or not) to pay the Landlord (without prejudice to any right or remedy of the Landlord)
interest at the Interest Rate on such sums from the due date until the date of actual payment
inclusive of both dates;
3.6 Repair
3.6.1 to keep the Premises in good and substantial repair and condition;
3.6.2 to replace and renew any fixtures and fittings within the Premises which become
incapable of economic repair with modern ones of equivalent specification and quality;
3.6.3 to make good all defects affecting the Premises for which the Tenant is responsible within
3 months after the Landlord serves a schedule of dilapidations on the Tenant;
3.6.4 if the Tenant fails satisfactorily to comply with such schedule the Landlord and all persons ~: 4
authorised by the Landlord may subject to having given the Tenant not less than 14 days
prior written notice and subject to the Landlord complying with the reasonable
requirements and representations of any of the Tenants undertenants (without prejudice
to the Landlords right of re-entry) enter the Premises to execute the relevant works and
the proper costs (together with legal and surveyors fees) will be repaid by the Tenant to
the Landlord upon demand as a contractual debt;
3.7 Decoration and Cleaning
3.7.1 to decorate the interior of the Premises as often as reasonably necessary but not more
than once in every 5 years;
3.7.2 all decoration is to be carried out in a good and workmanlike manner with good quality
materials and in a colour which if different to the existing colour has the Landlords
Permission;
3.7.3 to keep the Premises in a clean and tidy condition and clear of all rubbish;
3.7.4 to clean at least once every three months the inside and not more than once every three
months the outside of the windows, window frames and all the glass (if any) in the doors
of the Premises;
38967945.7\gID6 10
3.8 Overloading
38.1 not to knowingly overload the floors, ceilings or structure of the Premises or the Fixtures
and Fittings;
3.8.2 not to knowingly overload or permit any deleterious, dangerous or harmful matter or
substance which may cause an obstruction or damage to be discharged into the
Conducting Media within the Estate or serving the Premises and, in the event of such
obstruction or damage, immediately to remove and make good the damage caused to the
reasonable satisfaction of the Landlord;
3.9 Access of Landlord
to permit the Landlord the Managing Agent and aJI persons authorised by them (with or without
equipment) at reasonable times and on reasonable prior written notice (save in emergency) to
enter the Premises:-
3.9.1 to inspect the state of repair and condition of the Premises;
3.9.2 to inspect, clean, connect to, lay,- repair, remove, replace, alter or execute any works to or
in connection with the Conducting Media that do not exclusively serve the Premises;
3.9.3 to take inventories of the Fixtures and Fittings;
3.9.4 to determine whether the Tenant has complied with its obligations in this Lease and after
service of notice under clause 3.6.4 to remedy any breach of the Tenants obligations;
3.9.5 tO view the Premises in connection with any dealing (by way of sale, mortgage or
otherwise) with the Landlords reversionary interest in the Premises or the reletting of the
Premises (but in the case of reletting only within six months before the end of the
Contractual Term);
3.9.6 to carry out any tests, inspections and surveys.as the Landlord or a purchaser of the
Landlords reversionary interest in the Premises requires; and
3.9.7 to exercise the rights reserved by this Lease and to comply with the obligations of the
Landlord under this Lease
provided that the Landlord causes as little inconvenience as reasonably practicable and makes
good any damage to the Premises caused by the exercise of these rights as soon as reasonably
practicable;
3.10 Alterations
3,10.1 not to make any structural or external alterations or additions to the Premises without the
Landlords Permission;
0mb ~~
i. iv. Hi L Hi III CI ~C L 110 CIII CCC VY I LI CIty OUjOI~~I II. fit J[_JU Ly,
3.10.3 not to change the external appearance of the Premises so as to be inconsistent with the
appearance and standard of the remainder of the Estate and in any event, any such
change will not be made without obtaining the Landlords Permission;
3.10.4 not to make any other alteration, addition or variation to the Premises without obtaining
the Landlords Permission;
3.10.5 not to make any alteration to any car parking spaces which form part of the Premises.
38967945.7\9I06 11
3.11 Signs and Aerials
not without the Landlords Permission to affix to or display so as to be visible from outside the
Premises any sign, signboard, advertisement, hoarding, fascia, poster, placard, bill, notice or other
notification (except such notification as is required by law), pole, aerial or satellite dish such
Permission to be given by way of Licence for any permanent fixture.
3.12 Use
3.12.1 not to use the Premises otherwise than for the Permitted Use;
3.12.2 not to use the Premises:
(a) for a purpose which is noisy, noxious, offensive, dangerous, illegal or immoral;
(b) for a purpose which is a nuisance or causes damage or disturbance to the
Landlord or the owners or occupiers of the remainder of the Estate or other
nearby premises;
(c) to hold an auction, exhibition, public show or meeting, or gambling activity;
3.13 Statutory Obligations
to comply with all Legislation relevant to and affecting the Premises and their use;
3.14 Planning and Environmental Matters
3.14.1 not to apply for or implement any planning permission without the Landlords Permission;
3.14.2 to supply to the Landlord a copy of any planning permission within ten days after its
receipt by the Tenant;
3.14.3 to pay and satisfy any charge that may be imposed under the Planning Acts so long as it
relates to the Premises;
3.14.4 not without the Landlords Permission to enter into an agreement or undertaking or to
serve a notice under the Planning Acts and to the extent required the Landlord shall join
into any planning agreement or undertaking, at the cost of the Tenant (provided that the
Landlord is not required to undertake any onerous obligations or incur expenditure
thereunder unless reimbursed to the Landlord by the Tenant);
3.14.5 not to apply for any consent licence or other authority under any environmental
legislation without the Landlords Permission;
3.15 Notices
3.15.1 promptly following receipt to give to the Landlord a copy of any notice, direction, order or
proposal relating to the Premises or the Estate;
3.15.2 at the request of the Landlord, but at the joint cost of the Landlord and the Tenant, to
make or join with the Landlord in making such objections to or representations against or
in respect of such communication as the Landlord reasonably deems fit;
3.15.3 to take all reasonable and proper steps required to comply with any such communication
which is given or made in accordance with law or is required or recommended by any
person or authority exercising powers under Legislation.
38967945.7\gIOG 12
3.16 Dealings
3.16.1 Assignments
(a) not to assign part only of the Premises:
(b) not to assign the whole of the Premises without the Landlords Permission
(given by way of Licence), provided that for the purposes of section 1 9(1A) of
the Landlord and Tenant Act 1927 the Landlords Permission may be subject to
all or any of the following conditions:
(i) if reasonably require by the Landlord the Tenant enters into an
authorised guarantee agreement in such form as th,e Landlord
reasonablyrequires;
(N) all sums due from the Tenant under this Lease are, paid before
completion of the assignment;
provided that the Landlord may impose suchother conditions as the LandlQrd
reasonably requires;
3.16.2 lJnderlettings
(a) not to underlet or agree to underlet the whole or any part of the Premises
without procuring that on or before completion of the proposed underletting:
(i) the undertenant covenants directly with the Landlord by deed and in
the underlease to:-
(1) observe and perform the Tenants covenants in this Lease
(other than the payment of the rents in the case of the
undertenants covenant with the Landlord) during the term of
the underlease or until released pursuant to the 1995 Act;
(2) comply with the Estate Regulations (which obligations the
Tenant covenants to enforce);
(3) not to part with or share possession or share occupation of
the whole or part of underlet premises save by way of an
assignment of the whole of the underlet premises to an
assignee who has entered into a further deed of covenant on
the same terms;
(N) all rents and other payments due and demanded under this Lease are
paid;
3.16.3 Charging
not to charge part only of the Premises provided that this shall nqt prevent any
undertenant of the Tenant charging an individual residential unit forming part of the
Premises;
3.16.4 Estate Regulations and Residents Charter
(a) to procure that any occupier of the Premises (or any part of it) covenants with
the Tenant and directly with the Landlord by deed to comply with the Estate
Regulations and to take all necessary,steps and proceedings to enforce and
remedy any breach of the Estate Regulations;
(b) to prepare (and as necessary revise and keep updated) a Residents Charter
which sets out objectives and standards for considerate behaviours and
38967945.7\g~O6 13
-I.
community awareness by residents of the Estate the form of which Residents
Charter to be approved by the Landlord (such approval not to be unreasonably
withheld) and to use reasonable endeavours to ensure that the Councils
subtenants adhere to such Residents Charter;
(c) to enforce the tenant covenants in any underlease and not waive any of them;
(d) not to hold the Premises or any part or parts of the Premises or this Lease on
trust for another;
3.16.5 Notification of Dealings
within one month after any assignment, underlease, assignment of an underlease, charge
or other devolution of an interest under this Lease, to produce to the Landlords solicitors
a certified copy of the relevant document and pay his reasonable registration fee of not
more than 25 provided that:
(i) no registration fee shall be payable by the Tenant or any undertenant on the
first grant of any underlease out of this Lease; and
(fl) no registration fees shall be payable by the Tenant or any undertenant in ~
respect of any tenancies, underleases licences or other letting arrangements
that the Tenant enters into in respect of the Secure Tenant Units.
3.17 Restriction on Title
the Landlord and the Tenant shall apply to the Chief Land Register to enter a restriction in the
following form (Form M) in the proprietorship register of the Tenants title:-
No disposition of the registered estate (other than a charge) by the proprietor of the registered
estate or by the proprietor of any registered charge, not being a charge registered before the entry
of this restriction, is to be registered without a certificate signed by the proprietor for the time being
of the estate registered under title number [specify title number] [or [their conveyance or specify
appropriate details]] that the provisions of Clause (13.16.4] of the registered lease have been
complied with [or that they do not apply to the disposition].;
318 Registration Requirements
where the grant of this Lease or any dealing authorised by this Lease is required to be registered at
the Land Registry, promptly following completion of this Lease or any assignment or underlease
(as appropriate):
3.18.1 to lodge or procure that there is lodged at the Land Registry an application to register the
relevant document;
3.18.2 to ensure that any requisitions raised by the Land Registry in connection with that
application are dealt with promptly and properly;
3.18.3 to procure that within one month after completion of such registration a certified copy of
the title information document is sent to the Landlord;
3.19 Yield Up
3.19.1 on the Termination Date:-
(a) to yield up the Premises free from occupation and repaired, decorated and
- otherwise in-accordance with the Tenants covenants contained in this Lease;
(b) to remove all refuse, tenants fixtures and fittings and signs from the Premises,
making good any damage caused by their removal;
36967945.flgIOS 14
(c) to deliver to theLandlord any records relating to the Premises as are required
by any Legislation;
3.19.2 within one month of the Termination Date (and notwithstanding that the Term has ended),
where this Lease is registered at the Land Registry, to make an application to close the
registered title of this Lease and to ensure that any requisitions raised by the Land
Registry in connection with that application are dealt with promptly and properly and to
keep the Landlord informed of the progress and comp!etion of its application;
3.20 Rights of Light and Encroachments
3.20.1 not to obstruct any windows or openings belonging to the Premises;
3.20.2 not to make any acknowledgement that the flow of light or air to the Premises is enjoyed
with the consent of a third party;
3.20.3 if any easement enjoyed by the Premises is obstructed to immediately notify the Landlord
on becoming so aware and take all appropriate and lawful steps the Landlord reasonably
requires to prevent or secure the removal of the obstruction;
3.20.4 not to permit any encroachment upon the Premises;
3.20.5 ii any encroachment upon the Premises is made or attempted to be made to immediately
notify the Landlord on becoming so aware and take all appropriate and lawful steps the
Landlord reasonably requires to prevent such right being acquired;
3.21 Production of Information
to supply to the Landlord on request but not more than once in any one year and any additional
requests shall be at the cost of the Landlord;
3.21.1 full details of the occupiers of the Premises and the terms upon which they occupy it;
3.21.2 such reasonable evidence in the control of the Tenant as the Landlord reasonably
requires to satisfy itself that the tenants covenants in this Lease have been complied
with;
3.21 .3 all information within the control of the Tenant that the Landlord reasonably requires from
time to time to comply with the Landlords obligations under any Legislation;
3.22 Indemnity
to indemnify the Landlord against all Costs arising directly out of a defect in or the condition or use
of the Premises or anything done or omitted to be done on them, or any breach of the Tenants
obligations in this Lease;
3.23 Superior Title
3.23.1 to observe and perform the matters (if any) contained or referred to in the documents
listed in Part 4 of Schedule I so far as they are still subsisting and capable of taking
effect and relate to the Premises;
3.23.2 [Where this lease is an underlease provisions in relation to any Superior Lease to be
added where appropriate and agreed in accordance with clause 16.2.6 CLSA]
3.24 Regulations
to comply with the Estate Regulations;
38957945.7\g106 15
3.25 Non-Obstruction of Common Parts
not l place on or within the Building Common Parts or the Estate any goods or other items or
cause any them. -
4. LANDLORDS COVENANTS
The Landlord covenants with the Tenant:-
4.1 Quiet Enjoyment
that the Tenant may peaceably and quietly hold and enjoy the Premises during the Term without
any interruption or disturbance by the Landlord or any person rightfully claiming through or under
the Landlord;
4.2 Services
to observe and perform its obligations in Schedule 3
4.3 Superior Lease obligations
[Where this lease is an underlease provisions in relation to any Superior Lease to be added where
appropriate and agreed in accordance with clause 16.2.6 of the CLSA]
4.3.1 [to pay the rent reserved by, and observe and perform the covenants of the tenant and
the conditions contained in, the Superior Lease, except insofar as the covenants fall to be
observed and performed by the Tenant by reason of the obligations of the Tenant in this
Lease;]
4.3.2 [the Landlord acknowledges the right of the Tenant to production and to take copies of
the Superior Lease]
4.4 Service Charge Cap
The Landlord covenants with the -Tenant and for the benefit of other occupiers of the Estate that it
may not at any time seek to increase the Service Charge in order to make up any shortfall created
by the existence of any capping of service charge on any other part of the Estate including the
Service Charge Cap under this Lease.
4.5 Notification of work
Where the Landlord intends to or is required to carry out any works or services Works to the
Premises or the Estate that would require by Legislation a consultation with the Tenant and in turn
the Tenant is required by law to consult with its undertenants and other occupiers of the Premises
the Landlord must (except in case of an emergency) allow to the Tenant sufficient time of not less
than [40] days for the Tenant to consult on the Works and make representations in respect of them
to the Landlord.
4.6 Estate Regulation
Where the Landlord intends to revise or update the Estate Regulations, the Landlord will consult
with and have due regard to the views of the Tenant and the Landlord will ensure that any revisions
or updates to the Estate Regulations are fair, reasonable and in the interests of good estate
management provided that the Landlord shall allow to the Tenant sufficient time for the Tenant to
consult with its sub-tenants and further provided that any new Estate Regulations shall not be
materially more onerous than those in existence as at the date of this Lease.
36967945.7~gIO6 16
5. INSURANCE
[WHERE IT IS A LEASE OF PART THE ASSUMPTION IS THAT THE LANDLORD WILL INSURE AND
THE TENANT PAY AN INSURANCE RENTI
5.1 The Tenant covenants to insure the Premises with substantial and reputable insurers based in the
United Kingdom or with the Landlords Permission through other underwriters at Lloyds against the
Insured Risks and for the cover stated in Clause 5.2 and against public and employers liability in
respect of the Premises.
5.2 The Tenants.insurance will cover:- -
5.2.1 full rebuilding site clearance, professional fees and VAT (taking into account cover for the
effects of inflation and escalation of costs and fees) and being no less a sum than the
value of the Premises from time to time; and
5.2.2 public and employers liability insurance with cover for a sum of not less than 5,000,000
for each and every claim or such other sum as the Landlord may (acting reasonably) from
time to time require
5 3 The insurance will be against the nsks of fire lightning explosion, earthquake Iandslip
subsidence heave riot, civil commotion aircraft (including vehicles dropped therefrom) aerial
devices, storm, tempest, flood, water, including the bursting and overflowing of water pipes tanks
and other apparatus, theft, impact by vehicles, malicious darnage, terrorism (where insurance
against such risks is available in the London market and is normally included in a comprehensive
policy of insurance at a reasonable premium) and third party liability and in addition to the foregoing
any other risks reasonably required by the Tenant or the Landlord;
5.4 The Tenant will:-
5.4.1 insure in the name of the Tenant and note the Landlords interest on the policy; and
5.4.2 ensure that any policy exclusions and excesses fall within normal commercial practice in
the United Kingdom insurance market for properties similar to the Premises and in the
same area as the PremiAes;
5.5 On written request made by the Landlord at any time (but not more than once during any
consecutive petiod of 12 months) the Tenant will provide the Landlord with a copy of the Tenants
- insurance policies taken out in accordance with this CIause~ (Insurance) and evidencethat they
are in force and that the last premium has been paid
5.6 Unless agreed in writing by the Landlord, the Tenant will diligently apply all the insurance proceeds
received under the buildings insurance in reinstating damage to or destruction of the Premises by
an Insured Risk as soon as reasonably practicable after the date of the damage or destruction, the
Tenant making good any shortfall in the proceeds of insurance from its own monies;
5.7 The Tenant will:-
5.7.1 comply with the requirements of the insurers of the Premises; and
5.7.2 notify the Landlord immediately in writing of any damage toor destruction of the Premises
by any of the Insured Risks of which the Tenant becomes aware;
5.8 If the Tenant shall fail within 21 days of written request to provide to the Landlord with evidence
that insurances are being maintained in accordance with the provisions of this Lease or if the
Landlord has reasonable grounds to believe that adequate insurance is not in place, the Landlord
may in its absolute discretion (but shall not be obliged to) effect such insurance as it shall
reasonably think fit or procure insurance equivalent to that provided for under this Lease and all the
costs incurred by the Landlord in so doing (including all premiums, taxes and valuation costs) shall
be paid by the Tenant to the Landlord on demand and if not paid may be recovered as rent in
arrear.
38967945.7\giOS 17
6. PROVISOS
6.1 Forfeiture
6.1.1 if the Principal Rent the Service Charge or any other sums payable by the Tenant to the
Landlord under this Lease or any part of them are unpaid for 14 days after becoming
payable (whether formally demanded or not); or
6.1.2 the Tenant breaches any material covenant or other material term of this Lease and fails
to remedy the same within a reasonable period (being not less than 180 days) of
receiving notice from the Landlord specifying the breach then the Landlord myforfeitthis:
Lease (but by proceedings only and not by peaceable re-entry) and upon such forfeiture
this Lease will immediately end, but without prejudice to any right or remedy of the~
Landlord in respect of any breach of the Tenants obligations contained in. this Lease
provided that if this Lease and the Premises has been charged to any bank or similar
lending institution for security (Permitted Lender) and the Landlord has received
written notice of the charge with an address for service of notices within the United
Kingdom for the Permitted Lender the Landlord shall not issue any court proceedings to
forfeit this Leae until the expiration of 200 days after service by the Landlord on the
Tenant and on the Permitted Lender of written notice specifying the breach of covenant .
complained of and shall not issue any court proceedings or take -any, such steps in
respect of that breach of covenant if within such 200 day period either the Tenant or any
such Permitted Lender shall remedy such breach.
6.2 Service of Notices . . .
6.2.1 Section 1 go of the Law of Property Act 1925 applies to all notices which may be served
under this Lease save that section 196 is deemed to be amended by deleting the final
words of section 196(4) at the time at be delivered and substituting on the third
working day after posting.
6.2.2 If the receiving party consists of more than one person, a notice served upon one of them
constitutes service upon all of them.
6.3 Exclusion of Representations and Warranties
6.3.1 The Tenant acknowledges that this Lease has not been entered into in reliance wholly or
partly on any statement or representation made by or on behalf of the Landlord except
any such statement or representation that is expressly set out in this Lease.
6.3.2 The Landlord does not warrant that the Permitted Use is lawfully permitted under the
Planning Acts.
6.4 No Compensation
Any statutory right of the Tenant to claim compensation from the Landlord on vacating the
Premises is excluded to the extent allowed by law.
6.5 Rights and Easements
The operation of section 62 of the Law of Property Act 1925 is excluded from this Lease, the only
rights granted to the Tenant are those set out in this Lease and the Tenant is not entitled to any
other rights affecting any adjoining property.
6.6 Adjoining Property
T[-re Tenant is not entitled to 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 adjoining or nearby property of the Landlord.
35967945.7\g106 15
6.7 Disputes with Adjoining Occupiers
If any dispute arises between the Tenant and the tenants or occupiers of any adjoining or nearby
property of the Landlord in connection with the Premises and any of that adjoining or nearby
property, it is to be decided by the Landlord or in such manner as the Landlord directs acting
reasonably.
6.8 Arbitration
Where this Lease provides for reference to Arbitration then the arbitration will be conducted as.
follows: . . . . .
6.8.1 reference will be made to an independent surveyor to be agreed upon by the Landlord
and the Tenant and in the absence of agreement as nominated by the President for the
time being of the Royal Institution of Chartered Surveyors (or his duly appointed deputy
or a person authorised by him to, make appointments on his behalf) upon the application
of the Landlord or the Tehant made at any time;
6.8.2 if the appointed surveyor dies, delays unduly or becomes unwilling or incapable of acting
then the President of the Royal Institution of Chartered Surveyors may discharge him and
appoint another surveyor in his place;
6.8.3 the arbitration will be conducted in accordance with the Arbitration Act 1996;
6.8.4 the fees of the arbitrator will be borne equally unless the arbitrator determines otherwise;
6.8.5 if the release of the arbitrators award is delayed becau~e either party has not paid its
share of the arbitrators costs, the other party may pay the unpaid costs and the amount
paid will be a debt due on demand from the party that has failed to pay.
6.9 Contracts (Rights of Third Parties) Act
A person who is not a party to this Lease has no right under the Contracts (Rights of Third Parties)
Act 1999 to enforce any term of this Lease but this does not affect any right or remedy of a third
party which exists or is available apart from that Act.
6.10 Superior Landlord
[Where this lease is an underlease provisions in relation to any Superior Lease to be added where
appropriate and agreed in accordance with clause 16.2.6 of the CLSA]
6.11 Statutory Protection
Subject to the provisions of clause 3.13 and paragraph 1.3 of Schedule 3 to this Lease the
Landlord agrees that during the Term the Tenant shall be afforded the benefit and protection of all
and any existing and future legislation the benefit of which it would be entitled to or become entitled
to if it had been an individual in actual occupation under the terms of this Lease.
EXECUTED AS A DEED by the parties on the date which first appears in this Lease.
38967945.7\g106 19
SCHEDULE I
PREMISES, RIGHTS AND RESERVATIONS
PART I
PREMISES
All those premises known as ~shown for identification only edged red on the Plan. The
Premises include:-
(a) the internal surfaces of all walls enclosing the Premises;
(b) all non-loadbearing walls within the Premises;
(c) all ceilings of the premises up to the level of (but excluding) the bottom of the joists, beams or slabs
above them;
(d) all floors and floorbdards of the premises down to the level of (but excluding) the tops of the joists,
beams or slabs below them;
(e) the internal surfaces of all window frames and the glass in all windows of the premises and the
window furniture on the interior of all windows;
(f) the internal surfaces of all external doors, locks and door frames belonging to the premises but
excluding the doors and door frames themselves and any external door furniture;
(g) all additions alterations and improvements to the Premises;
(h) all fixtures and fittings from time to time in or on the premises which are fixed by the Tenant er
which are generally regarded as tenants or trade fixtures;
(i) all Conducting Media within or exclusively serving the Premises;
(j) the car parking spaces comprised in bays [jto [1 inclusive in the car park on the Estate;
but exclude:
(k) the Building Common Parts and the Retained Parts;
(I) th? Conducting Media not exclusively serving the Premises;
(m) the Fixtures and Fittings; and
(n) the airspace above the height of and the subsoil and structures beneath the surface of that part of
the premises referred to in paragraph (fl.
(NOTE: Where the Units are all Council Units, the whole building is to be demisedj PM
PART 2
RIGHTS GRANTED
1. RIGHT TO USE THE COMMON PARTS
1.1 The right (in common with the Landlord, the Managing Agent and all other persons entitled to it),
subject to temporary interruption for repair, alteration, rebuilding or replacement, for the Tenant and
all persons expressly or by implication authorised by him, in common with the Landlord and all
38967945.7\g106 20
other persons having a like right, to use all appropriate areas of the Building Common Parts and
the Estate Common Parts for all proper purposes in connection with the use and enjoyment of the
Premises.
1.2 The right in common with all others entitled to it to pass and repass all the Estate Roads until the
same are adopted as public highways.
2. RIGHT TO USE THE COMMON CONDUCTING MEDIA
The right (in common with the Landlord, the Managing Agents and all other persons entitled to it),
subject to temporary interruptionfor repair, alteration:or replacement, in common with the Landlord
and all other persons having a like right, to the free passage and running of Amenities to and from
the Premises through the Conducting Media in, on, over or under the Estate and not exclusively
serving the Premises.
3. [SUPPORT AND PROTECTION
The right of support and protection for the benefit of the Premises that is now enjoyed from
all other parts of the Building for lease of part only.j
U: 4. ACCESS
The right by prior appointment made with the Landlord or its agents (except in case of emergency)
to access such parts of the Retained Parts as such is*necessary.in order for the Tenant to comply
with its covenants in this Lease and the Tenant will cause as little interference or annoyance to
other occupiers of the Building as is reasonable practicable in exercising such right.
PART 3
RIGHTS RESERVED
PASSAGE AND RUNNING THROUGH THE CONDUCTING MEDIA
The right to the free and uninterrupted passage and running of Amenities from and to other parts of
the Estate or any other adjoining or nearby property of the Landlord through the Conducting Media
that may at any time be constructed in, on, over or under the Premises.
2. RIGHT TO CONSTRUCT CONDUCTING MEDIA
The right to construct and maintain Conducting Media for the provision of services or supplies for
the benefit of any part of the Estate or any other adjoining or nearby property of the Landlord, the
Landlord making good any damage caused by the exercise of the right.
3. ACCESS
The rights of entry on the Premises as referred to in Clause [3.9).
4. RIGHT TO ERECT SCAFFOLDING
The right to erect scaffolding for any reasonable purpose connected with the Estate even if it
restricts the access to or use and enjoyment of the Premises but not so as to prevent such access,
use and enjoyment provided that the Landlord shall ensure that any scaffolding is removed as soon
as reasonably practicable and any damage to the Premises that occurs as a result of the erection
or removal of the scaffolding shall be promptly made good by the Landlord to the reasonable
satisfaction of the Tenant.
5. RIGHTS OF SUPPORT AND SHELTER
The rights of light, air, support, shelter, protection and all other easements and rights at the date of
this Lease belonging to or enjoyed by other parts of the Estate or any other adjoining or nearby
property of the Landlord.
38967945.7\g~O6 21
6. RIGHT TO ERECT NEW BUILDINGS
Full right and liberty at any time after the date of this Lease:
6.1 to develop, alter, raise the height of, or rebuild the other parts of the Estate or any other buildings,
and
6.2 to erect any new buildings of any height on any adjoining or nearby property of the Landlord
many manner as the Landlord thinks fit even if doing so may obstruct, affect, or interfer~ with the
amenity of or access to the Premises orthepassage of light and air to the Premises;but:provided
they do not materially affect the Premises or the use and enjoyment of the Premises.
6.3 to divert, step up alter or build upon any of the Estate Common Parts and to cause any land or
Amenities to cease to be Estate Common Parts provided that this does not adversely affect the
means of access to the Building the supply of services thereto or the beneficial use or occupation
thereof and further provided that this is taken into account in the calculation of the Estate Service
Charge and appropriate credit via the Estate Service Charge is given to the Tenant.
PART 4
PREMISES, RIGHTS AND RESERVATIONS
AGREEMENTS AND COVENANTS RELATING TO THE PREMISES
Date Document Parties
(1)
(2) [
[ ] 1 (1) [ ]
(2)
All those entries in the Property and Charges Registers to Title Number ~
38967945.7\gI06 22
SCHEDULE 2
RENT REVIEW
1. In this Schedule 2 the following words and expressions shall have the following meanings:
Index means the Index of Retail Prices (all prices) published by
the Office for National Statistics or any successor
government department or appropriate government body
Indexing Factor means thenumerical fraction which shall have:-
(a) as its denominator the latest
published value of the Index available as at the
date one month before the date of this Lease
and
(b) as its numerator the latest
published value of the Index available as at the
date one month before the relevant Review
Date
Provided that in calculating the denominator and the
numerator any ch?nge. in the reference as used to
compile the Index after the date of this Lease shall be
ignored and the calculation made on the basis of the
figures which would have been shown on the Index if the
reference base current at the date of this Lease had been
retained
2. Upon each of the Review Dates the Principal Rent shall be.adjusted to represent whichever shall
be greater of:
2.1 the Principal Rent reserved immediately prior to the relevant Review Date; and
2.2 the Principal Rent specified in paragraph 2.1 multiplied by the Indexing Factor calculated as at that
Review Date.
3. If it becomes impossible by reason of any change after the date of this Lease to ascertain the value
of the Index or for any reason whatsoever to recalculate the Principal Rent by reference to the
Index or if any dispute or question shall arise between the parties with regard to the amount of the
Principal Rent or the construction or effect of this Schedule 2, the determination of the Principal
Rent or other matter or difference shall be determined by reference to Arbitration
4. If by any Review Date the amount of the Principal Rent has not been agreed or determined then:-
4.1 the Tenant shall pay the Principal Rent at the relevant Review Date at the rate immediately before
the relevant Review Date (Old Rent); and
4.2 the difference (if any) between the Principal Rent properly payable from that Review Date in
accordance with this Schedule 2, paragraph 2 (New Rent) and the Old Rent shall be payable
either:
4.2.1 within two weeks of the parties agreeing the amount of any increase (if any) in the
Principal Rent which is due in accordance with paragraph 2; or
4.2.2 where the parties do not agree the amount of the New Rent the matter is referred to
Arbitration in accordance with paragraph 3 within two weeks of the matter being
determined by the Arbitrator.
38967945.7\g106 23
SCHEDULE 3
THE SERVICES
IThe service charge schedule is subject to variation in accordance with the CLSA]
PROVISION OF SERVICES
1.1 The Landlord covenants with the Tenant, subject as set out below to use all reasonable
endeavours to provide, manage, or operate the Services in a good and efficient manner and in
abbrdance with the principles of good estate management.
1.2 In performing its obligations with regard to the Services the Landlord is:
1.2.1 entitled in its absolute discretion to employ managing agents, contractors or such other
persons as the Landlord may from time to time consider appropriate;
1.2.2. not liable for any breach of such obligations or any failure or interruption in any of the
Services by reason of any:
(a) repair, replacement, maintenance of any installations or apparatus, or their
damage or destruction, or any necessary works of alteration, inspection or
repair or other works being carried out at or on the Estate, or by reason of
mechanical or other defect or breakdown; or
(b) shortage of fuel, equipment or materials and inclement weather; or
(c) cause or cirumstances not within the Landlords reasonable control
but the Landlord must use reasonable endeavours to prevent interruptions in the
provision of the Services and to resume them as soon as reasonably practicable after
being advised of any failure or interruption;
1.2.3 not liable for any act, omission or negligence of any employee, agent, contractor or other
person employed or engaged by the Landlord to undertake the Services or any of therh;
1.2.4 entitled to withhold, discontinue, add to, extend, vary or make any alteration in the
rendering of the Services or any of them from time to time if the Landlord reasonably
considers it desirable to do so. .
--3
1.2.5 entitled to have regard to the good management of the Estate or the Building as a whole
irrespective of whether all or some only of the tenants or occupiers of the Estate or the
Building benefit from any specific Service.
1.2.6 unless the Landlord and the Tenant agree to the contrary, no distinction shall be made
between the Secure Tenant Units and the Non Secure Tenant Units as regards the
nature of the Services provided by the Landlord.
1.3 The Services shall not include the costs of any additional alterations or improvements to the
Building or the installation of any Amenities machinery services or facilities therein which arise due
to any changes in the Legislation or requirements of law after the date hereof all of which shall be
the responsibility of the Tenant under Clause 3 hereof.
2. SERVICES
2.1 The Estate Services are:
2.1.1 repairing, maintaining, replacing renewing cleaning and decorating the Estate Common
Parts, including any Conducting Media which are used in common on the Estate;
38967945.7\gIO6 24
2.1.2 lighting the Estate Common Parts during such hours as the Landlord from time to time
deems reasonable;
2.1 .3 inspecting, repairing, maintaining, replacing and renewing the structure of the Estate
Common Parts (including any load-bearing parts of the Estate Common Parts, structural,
external and boundary walls, columns, aprons, slabs, foundations, any retained deck over
the West London Line, portals, any tunnel providing access to or egress from Earls Court
Station and roofs);
2.1.4 effecting and maintaining third party, ernployeesand public liability insurance and other
insurances which the Landlord may fromtime.to timedeern reasonable in respect of the
Estate Common Parts in such sums as theLandlord from time to time reasonably deems
adequate or which the insurers require;
2.1.5 the payment of all Outgoinga imposed or assessed on the Estate Common Parts or any
part or parts (whether on the owner or occupier) or upon the provision of the Services and
all meter rents and charges for the supply of Amenities to the Estate Common Parts;
2.1.6 complying in respect of the Estate Common Parts with:-
(a)any notice, regulation, order or other requirement of any cpmpetent authority;
and . .
(b) any requirement of any law or Legislation;
2.1.7 removing all refuse from the Estate Common Parts and providing, maintaining and
renewing such refuse disposal systems refuse bins and other refuse storage and disposal
equipment for the Estate Common Parts as the Landlord may from time to time deem
reasonable and necessary;
2.1.8 planting, maintaining and cultivating all landscaped or garden areas of the Estate
Common Parts, including the maintenance of any plants, trees, shrubs and grassed
areas, flowers and structural landscaping and/or public art on the Estate Common Parts
other than areas which are reserved for the exclusive use of any group of tenants or
occupiers of the Estate which does not also include the Tenant and its subtenants of the
Premises.
2.1.9 installing, inspecting,maintaining, running, repairing and renewing electrical, mechanical,
security (including CCTV and access control) and fire fighting equipment, alarms, public
address systems, escape routes, signs and notice boards for the common benefit of the
Estate as the Landlord may from time to time deem reasonable;
2.1.10 maintaining landscaped features and other decorative items, including the provision and
maintenance of any play areas, water features, seasonal and feature decorations, plants,
trees, grassed areas and flowers in the Estate Common Parts as often as the Landlord
from time to time deems reasonable;
2.1.11 effecting and maintaining insurances of all apparatus, equipment and other items (from
time to time used or kept in, on or forming part of the Estate Common Parts) against such
risks and in such sums as the Landlord deems reasonable from time to time;
2.1.12 providing such staff as may be reasonably and properly required for the efficient care,
security, management and administration, maintenance and cleaning of the Estate and
the carrying out of all the other Services specified in this paragraph 2 in respect of the
Est?te Common Parts and in respect of all staff thus employed, the provision of all proper
and reasonable remuneration and the payment of all National Health and Insurance
contributions and other payments required by law to be made by employers under any
statute or other authority, pensions or other payments (whether or not ex-gratia) and the
provision of such uniforms and other necessary clothing and materials as are required by
such staff for the proper performance of their duties;
389679457\gIOS 25
2.1.13 providing premises in connection with the management, security and maibtenance of the
Estate including workshop and office and living accommodation for staff employed for
purposes connected with the Estate including outgoings relating to such accommodation
and the cost of office and cleaning equipment, furniture, telephone, communications IT
equipment and services and other such costs;
2.1.14 providing, maintaining, repairing and renewing and insuring machinery, equipment and
vehicles and other items used in connection with the provision of the Services set out in
this paragraph 2 in respect of the Estate Common Parts and the costs of leasing any
such machinery, equipment, vehicles and other items and placing and running
maintenance contracts forthe Estate;
2.1.15 carrying out inspections monitoring works and any other activity necessary for the safety
maintenance and protection of the transport assets and infrastructure which are within or
beneath the Estate;
2.1.16 compliane with or contributions towards any travel plan as required by any planning
consent relating to the Estate;
2.1.17 doing or providing all other Services or things and the making of any other payment which
may be reasonably necessary or incidental to the provision of the Services or for the
reasonable care and maintenance of the Estate Common Parts cr which in the conclusive
opinion of the Landlord (acting reasonably) and in the interests of good estate
management are necessary or desirable for the good management and order of the
Estategenerally.
2.2 The Building Services are:
2.2.1 repairing, maintaining, replacing renewing cleaning and decorating the Retained Parts
and the Building Common Parts, including any Conducting Media, boilers, lifts and other
mechanical and electrical plant and equipment which are used in common in the Building;
2.2.2 lighting the Retained Parts and the Building Common Parts during such hours as the
Landlord from time to time deems reasonable;
2.2.3 inspecting, repairing, maintaining, replacing and renewing the structure of the Building
(including all load-bearing parts of the Building, structural and external walls, columns,
floors and ceilings, slabs, foundations and roofs);
2.2.4 effecting and maintaining third party, employees and public liability insurance and other
insurances.which the Landlord may from time to time deem reasonable in respect of the
Building Common Parts in such sums as the Landlord from time to time reasonably
deems adequate or which the insurers require;
2.2.5 the payment of all Outgoings imposed or assessed on the Building Common Parts
(whether on the owner or occupier) or upon the provision of the Building Services and all
meter rents and charges for thesupply of Amenities to the Building Common Parts;
2.2.6 complying in respect of the Retained Parts or the Building Common Parts with:-
(a) any notice, regulation, order or other requirement of any competent authority;
and
(b) any requirement of any law or Legislation;
2.2.7 removing all refuse from the Building Common Parts and providing, maintaining and
renewing such refuse disposal systems for the Building Common Parts as the Landlord
may from time to time deem reasonable and necessary;
2.2.8 installing, inspecting, maintaining, running, repairing arid renewing such electrical,
mechanical, lighting, security (including CCTV and access control) and fire fighting
35967945.7~gIO6 26
equipment, alarms, sprinklers, internal telephone and public address systems for the
common benefit of the occupiers in the Building as the Landlord may from time to time
deem reasonable;
2.2.9 effecting and maintaining insurances of all boilers, mechanical and electrical plant and
equipment and other items which are used in common or form the main plant equipment
and systems in the Building against such sums as the Landlord deems reasonable from
time to time;
2.2.10 a fair apportionment of the costs or overheads of providing such staff as may be
reasonably .apd properly required :for. thefl efficient.care, security, management and
administration of the Building and the carrying out of: all the other Services specified in
this paragraph 2 in relation to the Building and in r~sp?ct of.all staff thus employed, the
provision of all proper and reasonable rernunerationandthe payment of all National
Health and Insurance contributions and other payments required by law to be made by
employers under any statute or other authority, pension~or other payments (whether or
not ex gratia) and the provision of such uniforms 5nd other necessary clothing and
materials as are required by such staff for the proper perfrmance of their duties;
2:2.11 a fair apportionment of the costs of providing.or sharing premises in connection with the
management, security and maintenance of the Building Common Parts, including
workshop and office and living accommodation for staff employed ftr purposes
connected with the Building including the cost of office ?nd cleaning equipment, furniture
and other like costs;
2.2.12 providing, maintaining, repairing and renewing machinery and equipment used in
connection with the provision of the Services set out in this paragraph 23 in relation to the
Building and the costs of leasing any suph machinery and equipment and placing and
running maintenance contracts for the Building;
2.2.13 the provision of general security services, equipment and personnel for the purposes of
surveillance and security of the Building;
2.2.14 doing or providing all other Services or things and the making of anyother payment which
may be reasonably necessary or incidental to the provision of the Services or for the
reasonable care and maintenance of the Building or which in the conclusive opinion of
the Landlord are necessary or desirable for the good management and order of the
Building.
PROVIDED THAT:-
2.3 to the extent that the Landlord (or the Tenant) is able in a reasonable and cost effectie manner to
recover the cost of any service charge item by enforcing its contractual rights against any
contractor, supplier, provider of professional services, or insurer or under any guarantee the
Landlord (and the Tenant) shall to the extent commercially prudent to do so exercise all such rights
to obtain such recovery in preference to including the relevant expenditure within the Service
Charge; and
3. SERVICE COSTS
The reasonable fees and expenses properly incurred in relation to:-
3.1 the keeping of accounts and management records and the preparing and auditing of the Service
Charge accounts and other statements, including the employment or engagement of surveyors,
accountants or other agents in connection with them or if (at the discretion of the Landlord) the
Landlord or a person connected with the Landlord or employed by the Landlord carries out such
work then a reasonable fee not exceeding that which independent agents might properly have
charged for the same work;
38967945.7\glOS 27
3.2 employing a Managing Agent:-
3.2.1 to manage the Building and the Estate Common Parts and to ensure that the Services
are duly and properly provided; and
3.2.2 as agents of the Landlord to collect and when necessary to take all lawful steps to
enforce the payment of all rents Service Charges and other monies from time to time
reserved by the Landlord out of the various lettings from time to time comprised in the
Estate;
rif (at he discretion of the Landlord) the Landlord or a person connected with or employed by the
Landlord manages the Estate or the Building as aforesaid itself, a charge equivalent to that which
an independent agent would reasonably and properly charge will be allowed to the Landlord
provided that the Landlord must (if requested) provide to the Tenant quotes from at least 2
independent managing agents to verify such amount;
3.3 the making ~nd publishing of any regulations for or in connection with the proper use of the
Common Parts the Building and the Estate and enforcement of such regulations;
3.4 cdnsidening and settling any disputes, doubts, differences, questions or complaints that may arise
between the tenants or occupiers of the Estate or the Building;
3.6 borrowing at a reasonable market rate from a reputable lender any necessary sums for or in
connection with the provision of the Services set out in paragraphs 2 and 3 of this Schedule
including the interest, commission, banking or other charges in connection with them;
3.6 taking all steps deemed desirable or expedient by the Landlord to comply with, make
representations against or otherwise contest any Act of Parliament or any regulation or notice or
order or any other requirement of any competent authority which may at any time during the Term
affect or threaten to affect the Estate and/or the Buidling or the beneficial use of them;
3.7 the proper costs where these cannot be recovered from another party of enforcing any claim or
making or defending any proceedings that the Landlord in its absolute discretion (acting
reasonably) lakes or defends in relation to the Buidling or the Estate including (for example)
against contractors consultants architeOts consulting engineers surveyors or other employed or
en~aged in connection with the Services and/or to establish preserve or defend any rights
amenities or facilities used or enjoyed by tenants or occupiers of the Building or the Estate or to
which they may be entitled and abating any nuisance affecting the Building or the Estate, except to
the extent that abating the nuisance is the liability of any tenant of the Estate provided that the
Landlord shall at all times seek to mitigate such costs incurred and shallalso not seek to enforce
any claim or make or defend any proceedings where instructed solicitors are of the opinion that the
chances of success are less then 50%
3.8 such sums as the Landlord or the Managing Agent may from time to time reasonably require to be
set aside in a reserve fund as a reserve to meet such future costs as the Landlord reasonably
expebts to incur in connection with the Services and/or the expenses overheads payments charges
and other outgoings above referred to in this paragraph and so that the Service Charge shall be set
at such level as to enable such reserve fund to accumulate sufficient funds to cover the costs of
replacement or renewal (having regard to the anticipated life cycle and period after which repair is
no longer economic) of all items included in the Services. But the Landlord hereby agrees and
declares that:-
3.8.1 any such reserve fund is held on trust for the benefit of the tenants of the Estate and is to
be placed in a seperate interest earning deposit account;
3.8.2 such reserve fund and any interest earned thereon (after the proper deduction of any tax
which may be payable on such sums) is to be used for the purposes for which the
reserve fund is intended.
38967945.7\g106 28
4. ASCERTAINMENT AND PAYMENT
4.1 Payment
4.1.1 In respect of the Accounting Period which is current at the date of this Lease the Tenant
must pay on the date of this Lease the Initial Service Charge which is on account of the
Service Charge for the period from the first day of the Contractual Term until the end of
the current Accounting Period.
4.1.2 In respect of each subsequent Accounting Period. during the Term the Tenant must pay.
on account of the Service Charge for.that Accounting Period such sum as the Landlord or
the Managing Agent in writing specifies to be fair and reasonable such sum to .be paid by
two equal instalments in advance on the June and December Quarter Days during that
Accounting Period or. within 14 days after demand where the Landlord does not notify the
Tenant of the estimated amount prior to the relevant date.
4.2 Written Account
The Landlord must keep proper books of account in respect of the Landlords Costs and as soon as
reasonably practicable after the, end of eaph Accounting Period (but no later than 30 September in
each year) prepare and submit .to the Tenant a written account showing:- .
4.2.1 the amount of the Landlords Costs during the immediately preceding Accounting Period
orin respect of a previous Accounting Period (which has been appropriately audited or
certified) but which has not been taken into account in the statement for the previous
Accounting Period; and
4.2.2 containing a fair summary of the items referred to in the account, and details of any
reserve fund; and
4.2.3 a statement specifying the Service Charge for that Accounting Period
4.3 Surplace or Deficiency
If on preparation of the aocount in respect of any Accounting Period the sums paid on account of
the Service Charge by the Tenant for that Accounting Period under the provisions of paragraph 4.1
are greater or less than the Service Charge in respect of that Accounting Period then:-
4.3.1 if the sums actually paid by the Tenant on account of the Service Charge for that
Accounting Period exceed such Service Charge then the amount of the surplace is to be
deducted from the sums p~yable by the Tenant on account of the Service Charge for the
then current Accounting Period (or if the Term has come to an end the Landlord must
within 10 days of ascertainment pay the amount of the excess to the Tenant);
4.3.2 if the sums actually paid by the Tenant on account of the Service Charge for that
Accounting Period are less than such Service Charge the amount of such deficiency must
be paid by the Tenant to the Landlord within 21 days of notice of it.
The provisions of this paragraph continue to apply notwithstanding that the Term has come to an
end but only in respect of the period down to the end of the Term.
4.4 If during any Accounting Period the Landlords previous estimate of the Service Charge appears
likely to be exceeded then the Landlord may in its absolute discretion serve on the Tenant a
statement giving details of such excess and the proportion for it payable by the Tenant and the
Tenant must pay such proportion within 21 days of the demand for it and it will be taken into
account as part of the sums paid on account of the Service Charge for the relevant Accounting
Period for the purposes of paragraph 4.3.
35967945.7\g106 29
4.5 Statement and Account Conclusive
Any account or statement submitted to the Tenant under the provisions of this Schedule if signed
by or on behalf of the Landlord is conclusive evidence for the purposes of this Lease of the mailers
of fct covered by such account or statement (save in the case of manifest error) provided that the
Landlord will as soon as reasonably practicable after the end of each Accounting Period, provide to
theTenarit a full copy of the books of account in respect of the Landlords Costs and the vouchers
and receipts for items included in them.
4.6 Oiissions from Statement and Account
Any omission of or inaccuracy in any expenditure incurred or deemed incurred in a written account
of the Landlords Costs for the preceding Accounting Period is not to preclude the inclusion or
dorrection of that expenditure in any subsequent written account.
5. MANAGEMENT COMPANY
If the Landlord transfers or assigns this Lease or grants a lease for a term greater than 21 years to
the Managing Agent in respect of the Estate Common Parts or the Building Common Parts then the
Landlord shall ensure that there is a requirement on the Managing Agent to enter into a direct deed
of ovenant with the Tenant to provide the Services in accordance with the terms of this Lease and
the Tenant agrees to enter into such deed of covenant to covenant to pay the Service Charge
directly to such Managing Agent or as the Managing Agent may otherwise direct.
6. SERVICE CHARGE DISPUTES
6.1 If any one or a group of the Tenants undertenants or other occupiers (together Occupier(s))
deriving an interest in the Premises out of the Tenants interest under this Lease and who have a
liability to contribute payments to the Tenant towards the Service Charge raise concerns or
disputes in respect of the Service Charge or the provisions of the Services then the Tenant will
determine whether it is a dispute or concern that should be referred to the Landlord (a Referral
Dispute) or whether it is a concern or dispute that the Tenant itself should settle or is capable of
settling (a Non- referral Dispute).
6.2 In respect of a Referral Dispute the Tenant shall co-ordinate details of the dispute and provide the
Landlord with full details of the dispute and the Landlord shall promptly (and in any eventwherever
possible within 10 working days) provide a response to the Tenant in respect of the dispute either:
6.2.1 setting out its reasons as to why the Landlord considers that the Referral Dispute is not a
dispute in respect of a matter for which the Landlord is it responsible hereunder, or
6.2.2 setting out the Landlords response to the issues in dispute and its proposals for resolving
the matter.
6.3 If the Tenant disagrees with the Landlords response in either 6.2.1 or 6.2.2 then it shall inform the
Landlord of the reasons why it disagrees and either party may refer the matter to a suitably
qualified surveyor who shall act as an independent expert (the Expert) whose decision shall be
binding and the costs of the Expert shall be borne as the Expert directs. Any costs allocated to the
Landlord shall not be recoverable via the Service Charge.
6.3.1 the Tenant shall use reasonable endeavours to resolve a Non-referral Dispute as soon as
practicable.
6.3.2 the Landlord shall use reasonable endeavours to assist the Tenant to resplve a Referral
Dispute as quickly as reasonably possible and in a manner which is consistent with due
and proper performance by the Landlord of its obligations to the Tenant hereunder.
6.4 Where there is Dispute the Tenant shall not seek to withhold payment of the Service Charge
pending resolution of the Dispute save to the extent that the Tenants liability to pay Service
Charge is relieved by law until the Dispute is resolved.
38957945.7\giO6 30
7. CALCULATION OF THE SERVICE CHARGE CAP
I
7.1 If the reference base used to compile the Index changes after the date of this Lease, the figure
taken to be shown in the Index after the change is to be the figure that would have been shown in
the Index if the reference base current at the date of this Lease had been retained.
7.2 If it becomes impossible to calculate the Service Charge Cap for any Accounting Period by
reference to the Index because of any change in the methods used to compile or questioh arise the
- Index after the date of this Lease or for any other reason, or if any dispute or question arises
between the parties in connection therewith, then .the Service Charge Cap is to be determined by
an arbitrator appointed in accordance with Clause 6.8.
SCHEDULE4~
ESTATE REGULATIONS
1. Not to use or permit or suffer to be used any car parking space on the Estate otherwise than for the
parking of a taxed and roadworthy private motor car or motor cycle nor for any purpose which may
cause a nuisance to the owners lessees or occupiers of other parts of the Estate.
2. Not to use or permit or suffer to be used any car parking space or spaces on the Estate other than
those which the Tenant is entitled to use under the terms of this Lease (if any) and not to obstruct
any of the said car parking spaces.
3. Not to use, permit or suffer to be used any bicycle parking facilities other than for the parking of a
bicycle.
4. Not to use or permit or suffer to be used the Premises, the Common Parts or the Estate or any
neighbouring land for any purpose so as to cause a nuisance, disturbance or annoyance to any
other person.
5. Not to do or permit or suffer to be done any act or thing which may render void or voidable any
policy of insurance for any premises in any part of the Estate or which may cause an increased
premium to be payable in respect thereof.
38967945.7\g106 31
6. Not to play or use or permit, the playing or use of any musical instrument television radio
loudspeaker or mechanical or other noise making instrument of any kind nor to practise or permit
the practising of any singing in the Premises or any form of shouting or other such nuisance at any
time or times of the day or night so as to cause any nuisance, disturbance or annoyance to any of
the other owners tenants or occupiers of the Estate or any neighbouring land or which could annoy:
disturb or distress anyone. .
7. Not to commit or allow other occupiers of the Premises or invitees to the Premises to commit ~ny
acts of harassment or any acts likely to cause harassment whether on the grounds of race, colour
religion sex sexual orientation age, disability ill health or otherwise which may interfere with the
pce and comfort of, or cause Offence to, any other owner, tenant, occupier or visitors..of the
Estate (acts of harassment include, but are not limited to, any injurious words or deeds and acts or
threats of violence including domestic violence or other form of anti social behaviour).
8. At all times when not in use to procure that the entrance door to the Premises is kept shut and not
to make noise or permit or suffer others to make noise so as to cause any nuisance or annoyance
t :any of the other owners tenants or occupiers of the E~tate and in particular to ensUfre:that the
main entrance door to the Premises is closed as quietly as possible and not to cause or permit or
stiffer others to cause disturbance or annoyance to the tenants or occupiers of the other parts of
the Building. .
9. Not to do or permit to be done an~thing which may cause obstruction or interference in any bf the
pipes or drains or other service media.
10. Not to do or permit to be done anything which may cause an obstruction or interference in the
Estate and the Common Parts and to keep the same free of obstruction at all times.
11. Not to keep nor allow to be kept any bird reptile dog cat or any other animal in the Premises without
the Landlords Permission. Permission may be withdrawn if the Landlord believesthe animal may
be causing a nuisance, disturbance or annoyance to owners, lessees or other occupiers of the
Estate. Not to allow any bird retile dog cat or any other animal bought onto or into the Estate
Common Parts or the Building Common Parts to foul such areas.
12. Not to erect any external wireless or citizen band or television serial or TV satellite receiving dish.
13. Not to use or permit to be used such part or parts of the Estate as are from time to time laid out as
gardens other than for formal recreational purposes only.
14. Not to use or permit to be used any part of the Estate for the playing of games of any description or
any other sport or pastime nor shall any bicycles, skates, skateboards or any other equipment be
permitted to be used or ridden atany time anywhere on the Estate or the surrounding areas save
for in designated areas.
15, Not to loiter or play in any part of the Estate nor to permit any person to loiter or play in any part of
the Estate.
16. At all times to use and procure that the refuse stores and bins (if provided) are used as the sole
method for the disposal of dust and refuse of whatever nature.
17. To comply and to procure compliance with such reasonable regulations as the Landlord may make
from time to time relating to disposal of rubbish and the putting out of refuse for removal and such
other matters as the Landlord considers necessary or desirable for the purpose of securing the
safety orderliness or cleanliness of the Estate or the comfort or convenience of the tenants of other
parts of the Estate or the efficient and economical performance by the Landlord of its obligations
under the Lease.
18. Not to permit nor suffer to be hung any washing or other articles from any part of the Premises or
the Common Areas.
19. Not to damage or remove nor permit to be damaged or removed any tree or shrub which may have
been planted or retained on the Estate.
38967945.7\g106 32
20. Net to interfere or damage or remove nor permit or suffer to be interfered with, damaged or
removed any street furniture or fittings or fitments ancillary thereto which may be placed on inor
attached to the Estate.
21. Not to place fix nor permit or suffer td be placed or fixed outside the windows of the Premises ahy~
sun blinds window boxes flower pots or other articles.nor to throw anything from the windows of the
Premises provided that such items may be places on any balconies or terraces.
22. Not to affix or exhibit or permit or suffer to be affixed, placed or exhibited to or upon the exterior of
any part of the Property or to or through any windows any sign, placard, poster, signboard,
advertisement or other notice of any description.
23. Not to consume nor permit beverages or food to be consumed in the Common Parts.
24. Not to smoke nor permit other persons to smoke in the Common Parts. -
25. Not to do anything which may prejudice the safety or security of the Estate or any neighbouring
land or any owners or occupiers of the Estate or any neighbouring land. -
26.- Not to leave or deposit or allow to be left or deposited in the Common Parts any article or thing of
any kind which is unsightly or of unseemly appearance or dangerous to any person
1;
38967945.7\9i06 33
EXECUTED (but not delivered
until the date hereof)
ASADEEDby )
[CAPCO]
acting by a director and its secretary
two directors
Director
Director/Secretary
EXECUTED (but not delivered
until the date hereof)
ASADEEDby )
THE MAYORAND BURGESSESOF.TI-IE ) 3
LONDON BOROUGH OF HAMMERSMITH AND )
FULHAM
acting by its duly authorised signatory
Director
Director/Secretary
38967945.7\g106 34