EXHIBIT 10.77
DATED 16th June 1995
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(1) ▇. ▇▇▇▇▇▇ and ▇.▇. ▇▇▇▇▇▇
- and -
(2) ▇▇▇▇▇▇▇ ROBOR PLC
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LEASE
of the First and Second Floors ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇
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Clintons
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Tel: ▇▇▇▇-▇▇▇-▇▇▇▇
Ref: LM/ht/webtinl.lse
INDEX
Clause Headings Page
1. PARTICULARS
2. DEFINITIONS AND INTERPRETATION
3. LEASE
3.1 Demise
3.2 Rents
4. THE TENANT'S COVENANTS
4.1 To Pay Rent and Service Charge
4.2 Outgoings
4.3 Statutory Services
4.4 Interest on Arrears
4.5 Fit out Repair Decoration and Maintenance
4.6 Maintenance
4.7 to Maintain Party Walls
4.8 To Repair on Notice
4.9 To comply with statutory requirements
4.10 To Permit Entry
4.11 To Permit Disposal Board
4.12 Dealings
4.13 Registration of Dealings
4.14 Alterations
4.15 Advertisements and Signs
4.16 Plant Machinery and Apparatus
4.17 Gas and Electrical Installations
4.18 General Restrictions concerning use of Demised Premises
4.19 Restrictions and Regulations concerning use of Common Parts
4.20 Use of Demised premises
4.21 Not to Invalidate Insurance
4.22 Fire Requirements
4.23 Tenant's Insurances
4.24 Notices
4.25 As to the Planning Acts
4.26 To Preserve Easements
4.27 Costs
4.28 VAT
4.29 New Guarantor
4.30 Indemnity
4.31 Observe Third Schedule Matters
4.32 Interest during Breach of Covenant
4.33 Security
4.34 Information as to Keyholders
5. LANDLORD'S COVENANTS
5.1 Quiet Enjoyment
5.2 To Insure
5.3 To Provide Services
6 PROVISOS
6.1 Landlord's Right to Forfeit Lease
6.2 Insolvency
6.3 Suspension of Rent in case if damage by Insured Risks
6.4 Determination on Destruction
6.5 Landlord to have Insurance Moneys on Frustration
6.6 Landlord's right to alter the Estate and Adjoining Property
6.7 No liability in damages
6.8 As to goods left on the Demised Premises
6.9 Compensation under 1954 Act
6.10 Exclusion of planning warranty
6.11 Service of Notices
6.12 Commission on Insurance
6.13 Exclusion of liability
7. ARBITRATION
8. JURISDICTION
9. BREAK CLAUSE
10. CERTIFICATE
FIRST SCHEDULE
Rights Benefitting the Demised Premises
SECOND SCHEDULE
Rights Excepted and Reserved
THIRD SCHEDULE
Matters to which the Demised Premises are subject
FOURTH SCHEDULE
The Service Charge
FIFTH SCHEDULE
Form of Guarantee
SIXTH SCHEDULE
Provisions for Rent Review
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[GRAPHIC]
First Floor
[GRAPHIC]
DATED 16th June 1995
1. PARTICULARS
1.1 The Landlord ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
both of ▇-▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇
1.2 The Tenant ▇▇▇▇▇▇▇ ROBOR PLC of ▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ .
1.3 The Demised Premises First and Second Floor offices at ▇▇▇▇ ▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ shown
edged red on Plan No.1
1.4 Date of Commencement 25th March 1995
of Term
1.5 Term 10 years subject to earlier determination as
hereafter provided
1.6 Expiry Date of Term 24th March 2005
1.7 The Rent Until 15th December 1995 one peppercorn (if
demanded) and then for the remainder of the
first year of the Term (pound)34,850.00 per
annum, and thereafter (pound)43,170.00 per
annum payable by equal quarterly payments in
advance on the usual quarter days the first
payment for the period from the 16th
December 1995 to the 24th day of December
1995 to be made on the 16th December 1995
1.8 Review Dates The Rent is subject to review in accordance
with the provisions of the Sixth Schedule on
the 25th March 2000
1.9 The Insurance Rent Such sum as is referred to in clause 2.17
payable yearly in advance within 10 working
days of demand therefor
1.10 The Permitted User A business use within Class B1 of the Town
and Country Planning (Use Classes) Order
1987 (as originally enacted)
1
1.11 The Service Charge (pound)8,322.00 or such other amount as
shall be payable in accordance with the
provisions of the Fourth Schedule to this
Lease; the first payment for the period from
the date hereof to 24th June 1995 to be made
on the execution hereof. The Landlord's
Account Year ends on the 31st March in each
year
2. DEFINITIONS AND INTERPRETATION
In this Lease unless the context otherwise requires:
2.1 "this Lease" means this Lease and includes any Schedule
hereto any licence granted pursuant to this
Lease and any deed of variation of the
provisions hereof and any deed or instrument
supplemental hereto
2.2 "the Particulars" means the Particulars set out in Clause 1 of
this Lease and references to numbered items
of the Particulars are references to the
numbered sub-clauses of that clause
2.3 "the Landlord" means the person named as the Landlord in
item 1.1 of the Particulars and includes any
other person for the time being entitled to
the immediate reversion on this Lease
2.4 "the Tenant" means the person named as the Tenant in item
1.2.1 of the Particulars and includes the
successors in title of the Tenant to the
Term
2.5 "the Guarantor" means the person (if any) named as the
Guarantor in item 1.2.2 of the Particulars
(if any) and shall include any person who
shall have executed a guarantee pursuant to
clause 4.12 or 4.29
2.6 "Plan No "1" "Plan No "2" means the plans annexed to this Lease and
numbered "1" and "2" respectively
2.7.1 "the Mews" means all the land and appurtenant rights
known as Berghem Mews ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
and the private roads or paths leading
thereto from Blythe Road and/or Spring Vale
Terrace as is edged green on Plan No 2 (and
which for the avoidance of doubt includes
the Underground Car Park and the access
thereto)
2
which unless the context otherwise requires
includes:
2.7.1.1 the demised premises and the
building and all other Buildings of
whatever nature in the Mews
2.7.1.2 the common parts
2.7.1.3 the roads within the Mews
2.7.1.4 the conduits on or serving the Mews
2.7.1.5 the boundary walls and fences
2.7.1.6 all fixtures and fittings that are
affixed to the common parts
2.7.2 "the Building" means the building of which the demised
premises forms part
2.8 "the Demised Premises" means that part of the Building described in
item 1.3 of the Particulars excluding the
foundations supporting walls joists and
slabs and the roof and other external or
structural parts thereof but including (but
not by way of limitation)
2.8.1 the entirety of the windows window-frames
roof-lights doors and door-frames (if any)
thereof (except for the external decorative
surfaces of any such window-frames and of
any door between such premises and the
internal common parts of the Building and of
the frame of any such door) and all glass
therein
2.8.2 the finishes (including plaster) on the
faces of any load-bearing or external walls
beams and columns within or enclosing such
premises (but not the remainder of such
walls beams or columns)
2.8.3 the inner surface of any non-load-bearing
walls separating such premises from other
internal parts of the Building (but not the
remaining half of such walls)
2.8.4 the whole of all internal non-load-bearing
walls within such premises
2.8.5 the ceilings and ceiling finishes of such
premises (but not the structural beams
joists or slabs above the ceilings)
3
2.8.6 the floors and floor finishes of such
premises (but not the structural beams or
joists or structural floor slabs supporting
the floors or on which floor finishes have
been laid)
2.8.7 all stairs situated entirely within such
premises and all other internal surfaces and
partitions therein
2.8.8 all water ventilation sanitary and
central-heating and air-conditioning plant
equipment and apparatus (if any) exclusively
serving such premises and other Landlord's
fixtures and fittings in such premises from
time to time
2.8.9 all Conduits exclusively serving the Demised
Premises whether or not within the same
2.8.10 all additions alterations and improvements
thereto which may be effected during the
Term
2.9 "the Lettable Premises" means the units or parts thereof within the
Mews which are intended to be let or are
capable of being let or are let (including
the Demised Premises)
2.10 "the Retained Premises" means all and every part of the Mews other
than the Lettable Premises
2.11.1 "the Common Parts" means the access ways the access road paths
staircases roadways emergency exits
courtyards bin store area and other areas
within the Mews which do not form part of
the Lettable Premises and which are intended
for the passage of persons or vehicles or
for the common use and enjoyment of the
Landlord and the Tenants or occupiers of the
Lettable Premises
2.11.2 "the Internal Common Parts" means that part of the Common Parts
comprising the entrance hall staircases
landings and all other parts of the Building
(if any) available for use by the Tenant and
other occupiers of the Building
2.12 "the Access Road" means the private road giving access to
Blythe Road
4
2.13 "Conduits" means sewers drains channels watercourses
gutters grooves pipes ducts wires cables and
other apparatus associated therewith and any
other conducting medium for the passage of
soil water gas electricity telephone
telecommunication and other services and
supplies
2.14 "the Term" means not only the term specified in item
1.5 of the Particulars but also where
appropriate any extension or continuation
whether by statute or common law
2.15 "the Termination Date" means the date of expiration or sooner
determination of the Term
2.16 "the Rent" means the sums specified as the Rent in item
1.7 of the Particulars or such other sum as
shall for the time being be the Rent under
the provisions of the Sixth Schedule
2.17 "the Insurance Rent" means:
2.17.1 5.089% of the amount which the Landlord
properly expends for insuring the Estate
against the Insured Risks (or such other
fair and reasonable proportion which
shall be determined by the Surveyor by
reference to the lettable floor area of the
Demised Premises in comparison to the
lettable floor area of the Lettable
Premises) and on the basis that the Landlord
will be entitled to full recovery of the
total amount expended in respect of such
insurance of the Estate from all the tenants
of the Lettable Premises only if all the
Lettable Premises are let or occupied)
2.17.2 the additional cost of insuring or causing
to be insured any part of the Estate which
is reasonably attributable to the use or
occupation or any activity carried on upon
the Demised Premises
2.17.3 the cost of insuring against the risk of the
loss for the Loss of Rent Period of the Rent
and the Service Charge (and such loss of
rent insurance shall allow for and include
provision for reasonable and proper
anticipated increases in Rent and Service
Charge from their respective dates of
review)
5
2.18 "the Insured Risks" means the following risks to be included in
any policy of insurance effected under the
terms of the Lease fire lightning explosion
aircraft and other aerial devices and
articles dropped therefrom earthquake riot
riot fire civil commotion malicious damage
storm tempest flood bursting or overflowing
of water tanks apparatus or pipes subsidence
landslip heave impact by road vehicles (so
long as such risks can be normally insured
against with United Kingdom insurance
offices of repute or at Lloyds of London)
and such other risks as the Landlord
reasonably deems necessary to insure against
which shall include if the Landlord
reasonably deems appropriate at its
discretion and without prejudice to the
generality of the foregoing any liability of
the Landlord arising out of or in connection
with any matter involving or relating to the
Estate
2.19 "the Service Charge" means the sum by way of additional rent
specified as the Service Charge in item 1.11
of the Particulars or such other sum (if
any) as shall for the time being be the
Service Charge under the provisions of the
Fourth Schedule
2.20 "Requisite Notice" means a notice in writing to the Tenant two
(2) working days before any entry is made on
the Demised Premises PROVIDED THAT in the
case of an emergency such notice as may be
possible shall be given
2.21 "Interest" means
2.21.1 interest at the rate of 4% above Barclays
Bank PLC's Base Rate for the time being
(which interest rate shall still apply after
and notwithstanding any judgment of the
Court) payable from the date when the sum is
due in respect of the Rent and in the case
of any other sum the date 14 days after
demand for the sum upon which interest is to
be paid to the Landlord in each case until
the date of payment to the Landlord
6
2.21.2 In the event of the Base Rate of Barclays
Bank PLC (in this sub-clause called 'Base
Rate') being abolished then any references
in this Lease to Base Rate shall have effect
as if there had been substituted from time
to time for Base Rate the base or nearest
equivalent rate of such other UK clearing
bank as shall from time to time be notified
by the Landlord to the Tenant in writing
2.22 "Person" includes a company corporation or other body
legally capable of holding land
2.23 "the Planning Acts" means the Town and Country Planning ▇▇▇ ▇▇▇▇
and any future legislation of similar nature
2.24 "Decorate" means in a good and workmanlike manner and
to the reasonable satisfaction of the
Surveyor to prepare and paint with two coats
at least of good quality paint and to
prepare make good clean treat and restore
with paper varnish stain polish or other
suitable good quality decorative materials
all parts of the Demised Premises as are
usually or ought properly to be so dealt
with
2.25 "the Landlord's Agents" means and includes the Landlords workmen
servants agents lawful visitors mortgagees
prospective purchasers and lessees and all
other persons authorised by the Landlord
whose authorisation is evidenced in writing
to the Tenant if the Tenant reasonably
requests
2.26 "the Surveyor" means any competent person or firm
experienced in the management of commercial
property appointed by the Landlord
(including an employee of the Landlord or a
Group Company of the Landlord) to manage the
Estate or to perform any of the functions of
the Surveyor under this Lease whose
appointment is evidenced in writing to the
Tenant if the Tenant reasonably requests
2.27 "the Loss of Rent Period" means the period of three years calculated .
from the date upon which the Demised
Premises shall have been destroyed or
damaged by any of the Insured Risks so as to
render them inaccessible or unfit for
occupation and use (including if applicable
any period subsequent to the Termination
Date)
7
2.28 "Working Day" means a day upon which
Clearing Banks in the City of London are
open for normal business
2.29 "the 1954 Act" means Part II of the Landlord and ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇
2.30 "Group Company" means a company that is a member of the
same Group as the Landlord or the Tenant (as
the case may be) within the meaning of
Section 42 of the 1954 Act
2.31 Any reference to an Act of Parliament shall include any modification
extension or re-enactment thereof for the time being in force and shall
include all instruments notices order plans regulations consents
permissions and directions for the time being made issued or given
thereunder or drawing validity therefrom
2.32 The masculine includes the feminine and the singular the plural and
vice versa
2.33 Where the Landlord the Tenant or the Guarantor for the time being are
two or more persons obligations expressed or implied to be made by or
with such party are deemed to be made by or with such persons jointly
and severally
2.34 References to any right of the Landlord to have access to the Demised
Premises shall be construed as extending to any superior landlord and
any mortgagee of the Demised Premises and to all persons properly
authorised by the Landlord and any superior landlord or mortgagee
(including agents professional advisers contractors workmen and others)
whose authorisation is evidence in writing to the Tenant if the Tenant
reasonably requests
2.35 Any covenant by the Tenant not to do an act or thing shall be deemed to
include an obligation not knowingly to permit such act or thing to be
done by a third party
2.36 The terms "the parties" or "party" mean the Landlord and/or the Tenant
but except where there is an express indication to the contrary exclude
any Guarantor
2.37 References in this Lease to any clause sub-clause paragraph or Schedule
without further designation shall be construed as a reference to the
clause sub-clause paragraph or Schedule to this Lease so numbered or
lettered
2.38 Paragraph and schedule headings (if any) in and the front cover and
Index to this Lease shall be deemed not to form part of this Lease and
shall not be taken into account in the construction or interpretation
thereof
8
3. LEASE
3.1 Demise
THE LANDLORD LETS the Demised Premises to the Tenant TOGETHER WITH
the rights specified in the First Schedule BUT EXCEPT AND RESERVING
the rights specified in the Second Schedule from and including the
Date of Commencement of the Term for the Term SUBJECT TO and where
applicable with the benefit of the covenants and other matters
specified in the Third Schedule so far as they still subsist and are
capable of being enforced and relate to or affect the Demised
Premises
3.2 Rents
THE TENANT PAYING yearly and proportionately for any fraction of a
year
3.2.1 First the Rent the Insurance Rent and the Service Charge at the
times and in the manner specified in items 1.7, 1.9 and 1.11 of the
Particulars respectively and
3.2.2 Secondly Interest which becomes due pursuant to clause 4.4 and all
other sums whatsoever as shall become payable by the Tenant to the
Landlord under the provisions of this Lease
ALL which payments are hereby reserved as rent
4. THE TENANT'S COVENANTS
THE TENANT COVENANTS WITH THE LANDLORD as follows:
4.1 To pay Rent and Service Charge
4.1.1 To pay the Rent the Insurance Rent and the Service Charge at the
times and in the manner described in items 1.7, 1.9 and 1.11 of the
Particulars and without any deduction (except only such as a lessee
may by law be entitled to make notwithstanding any contract to the
contrary)
4.1.2 If so required by the Landlord in writing to make payment of the
Rent by banker's order to such bank in England as the Landlord shall
from time to time nominate
4.2 Outgoings
4.2.1 To pay all existing and future rates taxes assessments impositions
and outgoings assessed or imposed on or in respect of the Demised
Premises (whether assessed or imposed on the Landlord or the Tenant)
except any tax in respect of:
4.2.1.1 the rents payable under this Lease
9
4.2.1.2 the grant of this Lease
4.2.1.3 any dealing disposal or deemed disposal by the Landlord or any
superior landlord with the reversion (whether immediate or not) to
this Lease
4.3 Statutory services
To pay for all gas electricity and water consumed on the Demised
Premises including all meter rents in connection therewith and to
observe and perform all the terms and conditions of supply thereof
and all other regulations and requirements of the gas electricity
and water authorities and to keep the Landlord indemnified in
respect thereof
4.4 Interest on Arrears
If the Rent shall not be paid on the date when it is due or if the
Insurance Rent the Service Charge or other sums payable by the
Tenant to the Landlord under this Lease shall be due but unpaid for
14 working days to pay on demand to the Landlord (if the Landlord
shall so require) Interest Provided that this sub-clause shall not
prejudice any other right or remedy in respect of such money
4.5 Fit out Repair decoration and maintenance
4.5.1 Repair
At all times during the Term to repair and to keep the demised
Premises in good and substantial repair and condition
4.5.2 To decorate interior
4.5.2.1 To Decorate the interior of the Demised Premises no less often than
every fifth year of the Term
4.5.2.2 To Decorate the interior of the Demised Premises in the last six
months of the Term (howsoever determined) in tints colours and
patterns approved in writing by the Landlord (such approval not to
be unreasonably withheld)
4.5.3 Repair and replace Landlord's Fixtures and Fittings
To repair or replace forthwith by new articles of similar kind and
quality any fixtures fittings or equipment (other than Tenant's
fixtures and fittings) in the Demised Premises which shall become in
need of repair or replacement
4.5.4 To yield up
At the Termination Date to yield up the Demised Premises duly
repaired and decorated in accordance with the provisions of this
clause 4.5 and clear of any furniture equipment goods and refuse to
remove every moulding sign writing or painting of the name or
business of the Tenant or other occupiers (if any) and to make good
all damage caused by the removal thereof and of the Tenant's
10
fixtures fitting furniture and effects to the Demised Premises
PROVIDED THAT:
(a) all work referred to in this clause 4.5 shall be done with
good and suitable materials of their several kinds in a good
and workmanlike manner and to the reasonable satisfaction of
the Surveyor and in relation to external maintenance and
repair using such materials as may in the reasonable opinion
of the Surveyor be necessary or desirable in order to maintain
a high standard of maintenance and repair to the Estate as a
whole
(b) damage by any of the Insured Risks is excepted from the
Tenant's liability under this clause 4.5 save to the extent
that the whole or any part of the insurance money is
irrecoverable by reason of any act or default of the Tenant
its servants agents or lawful visitors and the Tenant fails to
make up the deficiency pursuant to clause 4.21.3 or by reason
of some limitation or condition properly imposed by the
insurers
(c) the Tenant shall pay the Landlord's reasonable and proper
legal and Surveyor's fees incurred as a result of any breach
of this clause 4.5
(d) the Tenant will also pay to the Landlord mesne profits at the
rate of the rent payable hereunder immediately prior to the
Termination Date during the period taken by the Tenant to
carry out such works or during the period reasonably required
for carrying out such works by the Landlord and in that case
the amount of such mesne profits shall be added to the cost of
carrying out such work as aforesaid
4.6 Maintenance
4.6.1 To keep the Conduits which solely serve the Demised Premises clear
and unobstructed
4.6.2 To keep clean both the interior and exterior faces of the windows
and any glass in the doors of the Demised Premises
4.7 To maintain party walls
To maintain at the equally shared expense of the Tenant and the
tenants of the adjoining Lettable Premises within the Building (or
the Landlord if such adjoining Lettable Premises are not let) the
walls that divide the Demised Premises from the adjoining Lettable
Premises within the Building (if any) (which walls shall be deemed
to be party walls within the meaning of Section 38 of the Law of
Property Act 1925)
4.8 To repair on notice
4.8.1 To make good any defect in the repair or decoration of the Demised
Premises
11
for which the Tenant is liable in accordance with the Tenant's
covenants contained in this Lease and of which the Landlord has
given notice to the Tenant in writing such making good to be
commenced within a period of one month from the date of the
Landlord's notice (or sooner if reasonably considered necessary by
the Surveyor) and to be completed as soon as reasonably possible
4.8.2 If the Tenant shall not comply with clause 4.8.1 hereof the Landlord
may (but shall not be obliged to) enter the Demised Premises and
make good such defects and the proper expense of doing so (including
Surveyor's or architect's fees) shall be repaid by the Tenant on
demand
4.9 To comply with statutory requirements
4.9.1 To execute all works and to do all things on or in respect of the
Demised Premises which are required by the Offices Shops and Railway
Premises Act 1963 the Fire Precautions ▇▇▇ ▇▇▇▇ the Health and
Safety at Work ▇▇▇ ▇▇▇▇ or any other present or future Act of
Parliament and at all times to keep the Landlord indemnified against
all costs claims demands and liability in respect thereof
4.9.2 To comply with all requirements of any present or future Act of
Parliament as to the use of or otherwise concerning the Demised
Premises
4.9.3 Upon receipt of any notice order proposal requisition direction or
other thing from any competent authority affecting or likely to
affect the Landlord's interest in the Demised Premises or the use
thereof at the Tenant's own expense forthwith to deliver to the
Landlord a copy of such notice order requisition direction or other
thing AND at the request of the Landlord but at the cost of the
Landlord to make or join with the Landlord in making such reasonable
representations in respect thereof as the Landlord shall in its
reasonable discretion deemed expedient Provided always that
notwithstanding any other provision contained in this Lease to the
contrary the Landlord's consent shall not be unreasonably withheld
or delayed to any works required to be carried out pursuant to this
clause 4.9
4.10 To permit entry
To permit the Landlord and such of the Landlord's Agents as shall be
proper for the purpose at all reasonable hours upon Requisite Notice
and to the extent that such matters cannot reasonably be effected
without such entry to enter and remain upon the Demised Premises
with all necessary appliances for the purpose of:
4.1 0.1 viewing and recording the condition of the Demised Premises and to
take schedules of dilapidations or of the Landlord's fixtures and
fittings
4.10.2 repairing maintaining altering or cleaning the Retained Premises or
the Mews
4.10.3 complying with any of its obligations or exercising any of its
rights under this Lease or for any other reasonable purpose
connected with the Demised
12
Premises
PROVIDED that the Landlord and the Landlord's Agents shall cause as
little damage or disturbance as is reasonably possible in exercising
such right and the Landlord shall as soon as is reasonably
practicable make good all damage to the Demised Premises and any
fixtures and fittings caused by such entry
4.11 To permit disposal board
4.11.1 During the last six months of the Term to allow a letting board or
notice to be displayed on the Demised Premises and during the Term
to allow a sale board or notice to be displayed on the Demised
Premises (but not so that any board or notice unnecessarily
obstructs the light or access to the Demised Premises) and to allow
such of the Landlord's Agents as shall be proper for the purpose to
view the Demised Premises at all reasonable times by prior
appointment
4.11.2 During the Term at all convenient hours in the daytime to permit all
prospective purchasers of or dealers in the Landlord's reversionary
interest by order in writing of the Landlord or the Landlord's
Agents to view the Demised Premises without interruption subject to
Requisite Notice being given
4.12 Dealings
4.12.1 The Demised Premises shall not be held on trust for another and
there shall not save as hereinafter permitted be any assignment
transfer sub-letting parting with or sharing of possession or
occupation of the whole or any part of the Demised Premises (whether
by the Tenant or any person deriving title through or under the
Tenant) PROVIDED THAT the Tenant may share the occupation of the
whole or any part of the Demised Premises with a Group Company for
so long as both companies shall remain members of that group and
subject to the sharing not creating the relationship of landlord and
tenant between the Tenant and that Group Company and on condition
that the Tenant shall notify the Landlord and give details of the
arrangement before it is put into effect PROVIDED FURTHER THAT if
all the following relevant conditions of this clause 4.12 are
complied with the following transactions will be permitted with the
previous consent in writing of the Landlord which shall not be
unreasonably withheld or delayed:
4.12.1.1 an assignment or underletting of the whole of the Demised Premises
by the Tenant on terms which comply with the conditions set out in
clause 4.12.2
4.12.2 On a permitted assignment or underletting of the whole of the
Demised Premises the following conditions shall apply:
4.12.2.1 the intended assignee or underlessee shall covenant with the
Landlord during the residue of the Term or during the term of the
underlease (as the case may be) to observe and perform all the
covenants on the part of the Tenant and the conditions contained in
this Lease other than payment of the rents hereby reserved in the
case of an underletting
4.12.2.2 if the intended assignee or underlessee shall be a limited liability
company then
13
if the Landlord shall reasonably so require there shall be provided
a guarantor or guarantors sufficient in the opinion of the Landlord
(acting reasonably) for such company and
4.12.2.3 in the case of an underletting the underlease will prohibit
absolutely any further sub-underletting of the whole or part of the
Demised Premises
4.12.2.4 such guarantor or guarantors shall prior to such assignment (jointly
and severally if more than one) but with effect therefrom enter into
covenants with the Landlord in the form set out in the Fifth
Schedule
4.12.2.5 in the case of an underletting the underlease will contain
provisions excluding sections 24 to 28 inclusive of the Landlord and
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ in relation to the underlease and the appropriate
court order will be obtained before the same is granted
4.12.3 Upon every application for consent required by this clause 4.12 to
disclose to the Landlord such information as to the terms of the
proposed transaction as shall be reasonably required in order to
satisfy the Landlord that this clause 4.12 is being complied with
4.13 Registration of Dealings
Within twenty-one days after its date to provide the Landlord's
solicitors with a true copy of every assignment or charge evidencing
a devolution of this Lease the Demised Premises or any part thereof
paying a reasonable fee not being less than (pound)30 plus Value
Added Tax for each such registration
PROVIDED THAT registration of any such deed instrument or other
document shall be evidence of notification of such transaction to
the Landlord but shall not require the Landlord to consider the
terms of such transaction or the said deed instrument or other
document and shall not be evidence that it has done so
4.14 Alterations
4.14.1 Not to erect any new or additional buildings or other structures
upon the Demised Premises
4.14.2 Not to make any alterations or additions to the structure or
exterior of the Demised Premises and not to puncture cut or ▇▇▇▇▇▇
the structural walls or floor slabs bounding or within the Demised
Premises and not to knock through to or unite the Demised Premises
with any adjoining unit in the Mews Provided that if the Tenant is
unable to accommodate pipe or cable runs within the vertical duct
provision of the Demised Premises then the Tenant shall be entitled
to create (subject to the Tenant obtaining the prior written consent
of the Landlord which shall not be unreasonably withheld or delayed)
pipe or cable runs vertically between the floors notwithstanding
that such alterations or additions may be of a structural nature
4.14.3 Not to make any alterations or additions or to carry out any works
in or to the Demised Premises which in the reasonable opinion of the
Landlord may affect
14
the efficient operation of the heating and ventilating system and
apparatus within the Demised Premises
4.14.4 Subject to the foregoing provisions of this clause not to make any
non-structural alterations or additions to the interior of the
Demised Premises or to alter or replace the entrance doors to the
Demised Premises or to affix any aerial or telecommunication dish to
the exterior of the Demised Premises except with the Landlord's
written consent (which shall not be unreasonably withheld or
delayed) and (if required by the Landlord) in accordance with
drawings and specifications previously submitted to and approved in
writing by the Landlord (such approval not to be unreasonably
withheld or delayed)
4.14.5 The Tenant may carry out the erection alteration or removal of non
structural demountable partitioning without obtaining the consent of
the Landlord subject to
4.14.5.1 the submission of drawings to the Landlord prior to the commencement
of such work detailing the said alteration or removal and showing
the proposed layout after any such work is completed
4.14.5.2 the strict condition that such work will not and does not affect the
efficient or designed use operation and maintenance of the services
in or to the Demised Premises
4.15.5.3 an obligation to reinstate the Demised Premises at the Termination
Date to the state and condition in which the same were prior to such
erection alteration or removal (if so required by the Landlord)
4.14.5.4 the obtaining by the Tenant of all necessary consents whether
statutory or otherwise
4.14.5.5 all such works being carried out at the Tenants' sole risk
4.14.6 By the Termination Date if so required by the Landlord to reinstate
the Demised Premises to the same condition as they were in at the
date of the grant of this Lease such reinstatement to be carried out
to the reasonable satisfaction of the Landlord
4.15 Advertisements and Signs
4.1 5.1 Not to affix to or exhibit on the outside of the Demised Premises or
to or through any window of the Demised Premises any figure or
letter or any pole flag signboard advertisement inscription ▇▇▇▇
placard or sign whatsoever
4.15.2 Within fourteen days of the occupation of the Demised Premises to
supply to the Landlord or the Surveyor full details of the Tenant's
name and business for the purpose of the preparation by the
Landlord's contractor of a sign or signs to the Landlord's
specification to be placed in a position designated by the Landlord
and to reimburse to the Landlord on demand all costs incidental to
the making and installation of the same
15
4.16 Plant Machinery and apparatus
4.16.1 Not to install or use in or upon the Demised Premises any
machinery or apparatus which causes noise or vibration which can be
heard or felt in any adjoining unit or in the remainder of the Mews
4.16.2 Not to load or use the floors ceilings and structure of the Demised
Premises beyond its design capacity or in any manner which will
cause strain or damage thereto
4.16.3 To make good all damage caused to the Demised Premises by the
installation operation or removal of any plant machinery or
apparatus
4.17 Gas and Electrical installations
4.17.1 Not to alter or extend the electrical or gas installations or
electrical wiring in the Demised Premises save in accordance with
the standards of the Institution of Electrical Engineers or the
Institution of Gas Engineers (as the case may be) and with the
Landlord's written consent such consent not be unreasonably withheld
or delayed
4.17.2 Not to use any apparatus which overloads the electrical or gas
installations in the Demised Premises
4.18 General restrictions concerning the use of Demised Premises
4.18.1 Not to use any part of the Demised Premises for the repair of
machines or apparatus of any kind or for any noxious noisy or
offensive trade or business nor for any illegal or immoral act or
purpose nor for any sale by auction nor for gaming and not to commit
any nuisance or do anything which may be or become a nuisance
annoyance or inconvenience or cause damage or disturbance to the
Landlord or the lessees or occupiers of the remainder of the Mews
4.18.2 Not to allow empty containers or rubbish or refuse of any
description to accumulate upon the Demised Premises and provide
facilities within the bin store within the Mews for the keeping of
refuse in proper receptacles readily accessible for collection by
the public cleansing department of the local authority and as
regulated by the department
4.18.3 Not to discharge into any Conduit any deleterious matter or any
substance which might damage or be or become a source of danger or
injury to the drainage system of the Demised Premises or any other
property
4.18.4 Not to allow any person to reside or sleep on the Demised Premises
4.18.5 Not to play or use any musical instrument loudspeaker tape recorder
gramophone wireless television set or other equipment which
reproduces music or speech in the Demised Premises so that it can be
heard in any adjoining unit or in the remainder of the Mews
16
4.18.6 Not to keep any live animal fish reptile or bird in the Demised
Premises
4.19 Restrictions and Regulation concerning use of Common Parts and
Internal Common Parts
4.19.1 Not to cause the Common Parts or the Internal Common Parts to become
untidy or in a dirty condition
4.19.2 Not to stand place deposit or expose outside any part of the Demised
Premises any goods materials articles or things whatsoever for
display or sale or for any other purpose nor cause any obstruction
of the Common Parts or the Internal Common Parts
4.19.3 To observe and perform such lawful and reasonable regulations and
directions as the Landlord may from time to time make or give for
the orderly and convenient use and enjoyment and proper management
of the Mews and in particular but without prejudice to the
generality of the foregoing
(i) to abide at all times by any proper regulations made by the
Landlord in respect of fire precautions relating to the
Demised Premises the Building and the Mews and in respect of
means of escape from the Demised Premises and in particular
but without prejudice to the generality of the foregoing not
to obstruct the staircases and emergency exits to the Building
(ii) at all times to observe and perform all reasonable proper and
necessary restrictions and obligations from time to time
imposed by the Landlord in respect of the Access Road and to
keep the Landlord at all times fully and effectually
indemnified against all actions costs claims and demands for
which the Landlord may be liable arising from any act or
omission of the Tenant its servants agents or visitors in
respect of the Access Road or the use thereof
(iii) to comply at all times with any regulations or directions from
time to time made or given by the Landlord or the relevant
authority relating to the disposal of rubbish from the Demised
Premises and in particular (but without limiting the
generality of the foregoing) to clear rubbish at least once a
day from the Demised Premises and only to place rubbish in
such areas on the Mews securely fastened in suitable
containers as may be designated for the purpose leaving the
said designated areas tidy at all times
4.19.4 Not to use the car parking space (if any) allocated by the Landlord
for the use of the Tenant otherwise than for the parking of private
motor vehicles belonging to the Tenant or to the person for the time
being entitled to beneficial occupation of the Demised Premises its
employees or lawful visitors
4.19.5 Not to use any part of the underground car park or the Access Road
for the servicing or repair of any motor vehicle nor for the
discharge of fuel
17
4.19.6 Not to load or unload vehicles except in the part of the Mews
designated for such purpose by the landlord and in the course of
such loading or unloading:
(i) to comply with all reasonable requirements and regulations of
the Landlord
(ii) not to cause any unnecessary obstruction nor allow any vehicle
to remain standing for any period longer than is reasonably
necessary for the delivering or taking away of goods from the
Demised Premises
4.19.7 Not to allow vehicles to obstruct access by other lessees of the
Lettable Premises to any part or parts of the Lettable Premises
4.19.8 At all times to act reasonably in relation to other users of the
Mews
4.20 Use of Demised Premises
Not to use the Demised Premises or any part thereof otherwise than
in accordance with the provisions for use in item 1.10 of the
Particulars and not to use the same or any part thereof for any
other purpose without the previous written consent of the Landlord
first having been obtained such consent not to be unreasonably
withheld or delayed
4.21 Not to invalidate insurance
4.21.1 Not to do anything which may prejudice any policy of insurance for
the time being in force in respect of any part of the Building or
which may result in such insurance becoming void or voidable or the
rate of premium under such insurances being increased (unless the
Tenant pays all additional premiums in respect thereof) and the
Tenant will at all times comply with all proper requirements of the
insurers of the Demised Premises whether the same relate to the
Demised Premises or to the use thereof or to any fixtures fittings
equipment or chattel whatsoever therein or thereon
4.21.2 To repay to the Landlord on demand all sums paid by way of increased
premiums and all losses or damages suffered by the Landlord by
reason of any breach by the Tenant of clause 4.21.1
4.21.3 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 of a breach by the Tenant of clause 4.21.1 then and in every
such case to pay to the Landlord forthwith (in addition to the
Insurance Rent) the whole or (as the case may require) a fair
proportion of the monies so rendered irrecoverable
4.21.4 In the event of the Demised Premises or any part thereof being
destroyed or damaged by any of the Insured Risks to give written
notice thereof to the Landlord as soon as practicable but in any
event within two working days of such destruction or damage coming
to the notice of the Tenant
18
4.22 Fire requirements
At all times during the Term:
4.22.1 to comply with all requirements from time to time of the appropriate
authority in relation to fire precautions affecting the Demised
Premises and
4.22.2 to provide install and maintain such suitable fire prevention and
extinguishing equipment to the standard required by the local
authority fire officer
4.23 Tenant's Insurances
4.23.1 To maintain in force throughout the Term adequate and sufficient
insurance in respect of the Demised Premises against liability to
third parties for injury to or death of any person or damage to any
property
4.23.2 To produce to the Landlord on request the policy relating to any
insurance specified in paragraph 4.23.1 or details thereof and
evidence of payment of the current premium and to discharge any
premium payable in respect thereof upon the same becoming due
4.23.3 To indemnify the Landlord in respect of any loss or damage which the
Tenant is obliged to insure against under this sub-clause
4.24 Notices
4.24.1 To supply the Landlord with a copy of any notice order or proposal
for a notice or order affecting the Landlord's interest in the
Demised Premises or the user thereof served on the Tenant by any
competent authority (or received by the Tenant from any sub-lessee)
as soon as reasonably practicable after it is received by the Tenant
and without delay to take all reasonable or necessary steps to
comply with any such notice or order so far as such compliance is
within the Tenant's obligations hereunder
4.24.2 At the request of the Landlord to make or join with the Landlord in
making such reasonable objections or representations against or in
respect of any such notice or order as the Landlord shall reasonably
require
4.25 As to the Planning Acts
In relation to the Planning Acts
4.25.1 not to do or omit anything on or in connection with the Demised
Premises the doing or omission of which shall be a contravention of
the Planning Acts and to indemnify the Landlord in respect thereof
4.25.2 to give notice forthwith to the Landlord of any notice order or
proposal for a notice or order served on the Tenant under the
Planning acts and if so required by the Landlord to produce the same
and at the request of the Landlord to make or join in making such
reasonable objections or representations in respect of any
19
such proposal as the Landlord may reasonably require and to pay the
whole or such part of the cost thereof as shall be fair and
reasonable according to the circumstances of the case
4.25.3 to comply at the Tenant's own cost with any notice or order served
on the Tenant under the provisions of the Planning Acts
4.25.4 not to make or permit to be made any application for planning
permission in respect of the Demised Premises or any part thereof
without the prior approval of the Landlord and not to implement any
planning permission or approval until the same has been submitted to
and approved by the Landlord provided that approvals to such
application and/or implementation shall not be unreasonably withheld
or delayed for alterations or other matters which are otherwise
authorised under this Lease
4.25.5 unless the Landlord shall otherwise direct the Tenant shall carry
out before the Termination Date any works stipulated to be carried
out to the Demised Premises subsequent to such date as a condition
of any planning permission which may have been implemented by the
Tenant during the Term
4.25.6 if the Tenant shall receive any compensation with respect to the
Tenant's interest hereunder because of any restrictions placed upon
the user of the Demised Premises under or by virtue of the Planning
Acts then if and when the Tenant's interest hereunder shall be
determined howsoever that event may occur except by effluxion of
time or exercise by the Tenant of an option to determine the Term
the Tenant shall forthwith make such provision as is just and
equitable for the Landlord to receive its due benefit from such
compensation
4.25.7 not without the Landlord's previous consent in writing to enter into
any agreement with any competent authority regulating the
development or use of the Demised Premises
4.25.8 if and when called upon so to do to produce to the Landlord all such
plans documents and other evidence as the Landlord may reasonably
require in order to satisfy itself that the provisions of this
clause 4.25 have been complied with in all respects
Provided always that notwithstanding any other provisions contained
in this Lease to the contrary the Landlord's consent shall not be
unreasonably withheld or delayed to any works required to be carried
out pursuant to this clause 4.25
4.26 To preserve easements
To preserve as far as the Tenant is able all rights of light and
other easements enjoyed by the Demised Premises and at all times to
afford to the Landlord such reasonable facilities and assistance as
may be reasonably necessary to enable the Landlord to prevent anyone
acquiring any right of light or other easement over the Demised
Premises
20
4.27 Costs
To pay to the Landlord all reasonable and proper costs charges and
expenses (including bailiff's commission and professional adviser's
costs and fees) reasonably incurred by the Landlord or any superior
landlord
4.27.1 In or in bona fide contemplation of any proceedings under Sections
146 or 147 of the Law of Property ▇▇▇ ▇▇▇▇ including the preparation
and service of notices thereunder (notwithstanding forfeiture is
avoided otherwise than by relief granted by the Court)
4.27.2 In the preparation and service at any time during or within six
months after the Termination Date of a Schedule of Dilapidations
accrued at any time during the Term
4.27.3 In connection with any breach of covenant by or the recovery of
arrears of rent due from the Tenant hereunder
4.27.4 In respect of any application for consent required by this Lease
whether or not such consent be granted (except where such consent
may not under the terms hereof or by statute or statutory instrument
be unreasonably withheld or delayed but is so unreasonably withheld
or delayed or is proffered subject to unreasonable qualification or
condition)
4.28 VAT
Upon production of a formal and valid VAT invoice addressed to the
Tenant to pay to the Landlord Value Added Tax at the rate for the
time being in force chargeable in respect of any taxable supplies
(within the meaning of Value Added Tax ▇▇▇ ▇▇▇▇ or any statutory
provisions amending or replacing the same) made by the Landlord 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
4.28.2 To the extent that any payments made by the Tenant to the Landlord
hereunder are recoverable in the same manner as if they were rent
then any Value Added Tax payable by the Tenant thereon shall also be
recoverable in the same manner as if it were rent
4.28.3 In every case where the Tenant has agreed to reimburse the Landlord
in respect of any taxable supplies made to the Landlord under the
terms of or in connection with this Lease (where such taxable
supplies do not in turn constitute or form part of taxable supplies
made by the Landlord to the Tenant to which clause 4.28.1 applies)
then the Tenant shall also reimburse any Value Added Tax paid by the
Landlord on such payment save to the extent that such Value Added
Tax is recoverable by the Landlord
21
4.29 New Guarantor
Within twenty working days of the death during the Term of any
person who has or shall have guaranteed to the Landlord the Tenant's
obligations contained in this Lease or of such person becoming
bankrupt or having a Receiving Order made against him or being a
Company passing a Resolution to wind up or entering into liquidation
or having a receiver or administrative receiver appointed then to
give notice thereof to the Landlord and if so required by the
Landlord at the expense of the Tenant within three months to procure
some other person sufficient in the reasonable opinion of the
Landlord to execute a guarantee in respect of the Tenant s
obligations contained in this Lease in the form set out in the Fifth
Schedule
4.30 Indemnity
To be responsible for and to keep the Landlord fully indemnified
against all damage damages losses costs expenses actions demands
proceedings claims and liabilities made against or suffered or
incurred by the Landlord arising directly or indirectly out of:
4.30.1 the negligence of the Tenant or any persons at the Demised Premises
expressly or impliedly with the Tenant's authority or
4.30.2 any breach or non-observance by the Tenant of the covenants
conditions or other provisions of this Lease or any of the matters
to which this Lease is subject
4.31 Observe Third Schedule matters
To observe and perform the provisions of the documents specified in
the Third Schedule so far as the same affect the Demised Premises
and still subsist and are capable of being enforced and to indemnify
and keep the Landlord indemnified in respect of all liability
arising from any failure by the Tenant so to do so far as aforesaid
4.32 Interest during Breach of Covenant
In the event of:
4.32.1 There being any material breach by the Tenant of the covenants on
the Tenant's part herein contained and
4.32.2 The Landlord having notified the Tenant in writing that by reason
thereof the Landlord will not for the time being accept any sums
(including the Rent and/or the Insurance Rent and/or the Service
Charge) payable by the Tenant under the provisions of this Lease
then and in every such case to pay the Landlord on demand Interest
on the amounts due to the Landlord (credit being given for any sums
paid by the Tenant and accepted by the Landlord as mesne profits)
from the date of the notice served by the Landlord in respect of
such breach or from the date when
22
the particular sum fell due (whichever is the later) until whichever
is the earlier of either:
(i) the date of the acceptance by the Landlord of the sum due or;
(ii) the date that such breach has been remedied and the Tenant has
so notified the Landlord in writing
4.33 Security
4.33.1 If the Tenant shall at any time be in possession of keys to the
gates giving access to the Mews to take all reasonable steps
necessary to preserve the security of the Mews
4.33.2 Not to leave the Demised Premises continuously unoccupied for more
than one month without notifying the Landlord and
4.33.2.2 providing such security arrangements as the insurers shall require
in order to protect the Demised Premises from vandalism theft damage
or unlawful occupation
4.34 Information as to keyholders
To ensure that at all times the Landlord has written notice of the
name home address and home telephone number of at least two
keyholders of the Demised Premises
5. LANDLORD'S COVENANTS
THE LANDLORD COVENANTS WITH THE TENANT as follows:
5.1 Quiet Enjoyment
That as long as the Tenant pays the Rent the Insurance Rent and the
Service Charge and complies with the terms of this Lease the Tenant
may enjoy the Demised Premises and the rights hereby granted
peaceably during the Term without any interruption by the Landlord
or any person lawfully claiming through under or in trust for the
Landlord
5.2 To insure
5.2.1 Unless such insurance shall be vitiated by any act omission or
default of the Tenant or of anyone on the Demised Premises or the
Mews expressly or by implication with the Tenant's authority at all
times through the Term to effect insurance of the Mews:
5.2.1.1 in such reputable insurance office or with such reputable
underwriters and through such agency as the Landlord may from time
to time decide
5.2.1.2 in the name of the Landlord and such other person as the Landlord
may reasonably require
23
5.2.1.3 for the following sums:
- such sum as shall from time to time represent the full cost of
rebuilding and reinstatement of the Estate including architects'
surveyors' and other professional fees payable upon any applications
for planning permission or other permits or consents that may be
required in relation to the rebuilding or reinstatement of the
Estate the cost of debris removal demolition site clearance any
works that may be required by statute and incidental expenses and
- the loss of Rent and Service Charge payable under this Lease from
time to time (in the case of the Rent allowing for such increases as
are referred to in clause 2.17.3) for the Loss of Rent Period
5.2.1.4 Against damage or destruction by the Insured Risks to the extent
that such insurance may ordinarily be arranged for properties such
as the Mews and subject to such excesses conditions or limitations
as the insurer may properly require
5.2.2 If and whenever so requested by the Tenant to supply the Tenant with
satisfactory evidence of the terms and subsistence in effect of the
insurance policy or policies to be maintained by the Landlord
pursuant to this clause 5.2 and evidence of payment of the current
premium or premiums therefore
5.2.3 The Landlord shall not be under any obligation to insure any
fixtures or fittings installed by the Tenant which have become part
of the Demised Premises or any alterations to the Demised Premises
unless the Tenant shall have given to the Landlord written notice of
such installation or the carrying out of the same and of the full
cost of reinstatement thereof and the Landlord has agreed with the
Tenant at its request to effect the insurance thereof
5.2.4 If the Demised Premises or any part thereof shall be destroyed or
damaged by any of the Insured Risks the Landlord will (subject to
payment by the Tenant of any monies rendered irrecoverable pursuant
to clause 4.21.3 hereof) with all due diligence take such steps as
may be requisite and proper and use all reasonable endeavours to
obtain any necessary consents and approvals under any regulations or
enactments for the time being in force to enable the Landlord to
rebuild and reinstate the Demised Premises and as soon as such
consents and approvals shall have been obtained and subject to any
circumstances beyond the control the Landlord to pay out or procure
such payment out of all monies received in respect of such insurance
(other than for architects' surveyors' and other professional fees
and loss of Rent and Service Charge) in rebuilding reinstating
replacing and making good the Demised Premises or the part or parts
thereof so destroyed or damaged
5.3 Services
to use all reasonable endeavours subject to payment at all times of
the rents payable hereunder and (without prejudice to the foregoing)
of the Tenant's proportion of the Service Charge and unless
prevented from so doing by causes beyond the Landlord's control to
provide manage and operate the services mentioned in paragraph 5 of
the Fourth Schedule hereto in accordance with the
24
principles of good estate management
6. PROVISOS
PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED that:
6.1 Right of Re-entry
The Landlord may at any time after the occurrence of any of the
following events re-enter the Demised Premises whereupon this demise
shall absolutely determine (but without prejudice to any right of
action of the Landlord in respect of any arrears of rent or any
antecedent breach of covenant):
6.1.1 if any rent remains unpaid 21 days after it is due (whether formally
demanded or not) or
6.1.2 if any covenant or stipulation in the Lease which is to be performed
or observed by the Tenant is not performed or observed or
6.1.3 if the Tenant permits any execution or distress to be levied on any
goods in the Demised Premises or
6.1.4 if the Tenant or Guarantor (or any one party included within the
definition of the Tenant or Guarantor) becomes Insolvent (as defined
in Clause 6.2)
6.1.5 if the Tenant or Guarantor ceases to exist
6.2 Insolvency
"Insolvent" means for the purposes of this part of the Lease:
6.2.1 In relation to a company that:
6.2.1.1 it is deemed unable to pay its debts as defined in section 123 of
the Insolvency ▇▇▇ ▇▇▇▇ (referred to as 'the Act' in the remainder
of this Clause) or
6.2.1.2 a voluntary arrangement is made under Part 1 of the Act or
6.2.1.3 an administration order is made under Part II of the Act or
6.2.1.4 a receiver or manager is appointed whether under Part III of the Act
(including an administrative receiver) or otherwise or
6.2.1.5 it goes into liquidation as defined in Section 247 (2) of the Act
(other than a voluntary winding up solely for the purpose of
amalgamation or reconstruction while solvent) or
6.2.1.6 a provisional liquidator is appointed under Section 135 of the Act
or
6.2.1.7 a scheme of arrangement is made under Section 425 of the Companies
Act
25
1985 and
6.2.2 In relation to an individual that:
6.2.2.1 an interim order or a voluntary arrangement is made under Part VIII
of the Act or
6.2.2.2 a bankruptcy petition is presented to the Court or his circumstances
are such that a bankruptcy petition could be presented under Part IX
of the Act or
6.2.2.3 he enters into a Deed of Arrangement or Composition with or for the
benefit of his creditors
6.3 Suspension of Rent in case of damage by Insured Risks
If the Demised Premises or any part thereof are destroyed or damaged
by any of the Insured Risks so as to render the Demised Premises or
any part thereof unfit for occupation and use or inaccessible then
(save to the extent that the insurance money if irrecoverable by
reason of any act or default of the Tenant or other occupiers of the
Demised Premises or their respective servants agents or lawful
visitors) the Rent the Insurance Rent and the Service Charge or a
fair proportion thereof according to the nature and extent of the
damage shall be suspended until the Demised Premises shall have been
reinstated so as to be fit for occupation and use and accessible and
any dispute concerning this sub-clause shall be referred to
arbitration in the manner specified in clause 7
6.4 Determination on Destruction
If at the expiration of the Loss of Rent Period:
6.4.1 the insurance of the Mews effected by the Landlord pursuant to
clause 5.2 has not been vitiated or payment of the policy moneys
refused in whole or in part as a consequence of any act omission or
default of the Tenant or of anyone on the Demised Premises or the
Mews expressly or by implication with the Tenant's authority and the
Tenant fails to make up any deficiency pursuant to clause 4.21.3 and
6.4.2 the Landlord shall have been unable to obtain all necessary consents
and approvals for the rebuilding and/or reinstatement of the Mews
and
6.4.3 this Lease has not been terminated by the doctrine or frustration
then either the Landlord or the Tenant shall be entitled by notice
in writing to the other to determine this Lease and upon the service
of such notice this Lease shall determine without prejudice to any
rights or remedies which may then have accrued to either party
against the other
6.5 Landlord to have Insurance Moneys on Frustration
If this Lease shall determine under the provisions of clause 6.3 or
has been
26
terminated by the doctrine of frustration then and in either case
the insurance monies shall be paid to the Landlord for its own use
and benefit
6.6 Landlords right to alter Mews and Adjoining Property
The Landlord shall be entitled at any time during the Term to pull
down alter erect or rebuild extend enlarge or otherwise deal with or
permit or suffer to be pulled down altered erected or rebuilt
extended enlarged or otherwise dealt with the remainder of the Mews
and the Adjoining Property to any extent and in any manner desired
and to use any such buildings and erections or the Adjoining
Property for any purpose desired provided that the access of light
and air to the Demised Premises or any part thereof or any easements
right or amenities of any kind for the time being appertaining to or
enjoyed with the Demised Premises or any part thereof shall not be
thereby materially obstructed or interfered with Provided that
notwithstanding anything herein contained the Landlord shall
6.6.1 exercise these rights in such manner as to cause as little
interference inconvenience or damage as reasonably possible to the
Tenant and the Demised Premises and fixtures and fittings therein
and the means of access thereto and shall make good any damage
occasioned to the Demised Premises and any fixtures and fittings
therein and thereon as expeditiously a reasonably possible
6.6.2 only enter the Demised Premises if such works and other matters
cannot reasonably be effected without such entry and then only after
giving the Requisite Notice and
6.6.3 not endanger the structural stability of the Demised Premises
6.7 No liability in damages
Save to the extent (if any) that the Landlord is entitled to be
indemnified under any policy or policies of insurance effected by
the Landlord the Landlord shall not be responsible to the Tenant or
the Tenant's servants agents or lawful visitors or to any other
person in the Demised Premises for any:
6.7.1 accident happening or injury suffered on the Demised Premises or
6.7.2 damage to or loss of any goods or property sustained on the Demised
Premises or
6.7.3 accident or damage (except damage by the Insured Risks) to the
Demised Premises or
6.7.4 act or omission of any of the Landlord's Agents
6.8 As to goods left on the Demised Premises
If at the end of the Term any goods or effects belonging to the
Tenant are left
27
in the Demised Premises for more than 10 working days the Landlord
has power to sell the same as agent for and on behalf of the Tenant
and the Landlord shall
pay or account to the Tenant on demand for the proceeds of sale (but
not any interest thereon) less any costs of storage and sale
reasonably incurred by the Landlord
6.9 Compensation under 1954 Act
Subject to the provisions of Section 38(2) of the Landlord and
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ neither the Tenant nor any assignee or undertenant
shall be entitled to any compensation under Section 37 of that Act
upon quitting the Demised Premises or any part of it
6.10 Exclusion of planning warranty
Nothing in this Lease shall imply or constitute a warranty by the
Landlord that the Demised Premises may be used for any specific
purpose under the Planning Acts
6.11 Service of Notices
Save as herein expressly provided to the contrary Section 196 of the
Law of Property ▇▇▇ ▇▇▇▇ as amended by the Recorded Delivery Service
▇▇▇ ▇▇▇▇ shall apply to all notices demands requests or other
communications given or made pursuant to this Lease save that any
such notice demand request or other communication to be given to or
served on any party hereunder which is for the time being a company
or corporation shall be validly given if given to or served on the
company or corporation at its registered office If the Landlord
Tenant or the Guarantor shall comprise more than one person the
service of any such notice demand request or other communication on
any one of such persons shall constitute good service on all of them
6.12 Commission on Insurance
The Landlord may retain for its own benefit any commissions or
discounts received or obtained by it on or based on the gross
premiums and other costs which would otherwise be paid incurred or
suffered by the Landlord in insuring or procuring the insurance of
the Mews in accordance with the Landlords covenant in that behalf
herein contained
6.13 Exclusion of liability
6.13.1 In this Clause :-
6.13.1.1 "Landlord's Obligations" means all obligations of the Landlord under
any covenant or other term of this lease or any document expressed
to be supplemental to this lease and all implied obligations of the
Landlord under this lease or any such document
6.13.1.2 "Breach" means any breach by the Landlord of the Landlord's
Obligations or any
28
of them
6.13.2 No liability shall attach to the Landlord in respect of any Breach
occurring after they shall have parted with all interest in the
Demised Premises
7. ARBITRATION
Where in this Lease there is provision for reference to arbitration
then in the absence of any express contrary provision such reference
shall be made in accordance with the Arbitration Acts 1950 - 1979 to
a single arbitrator to be agreed upon by the parties or failing
agreement appointed by the President of The Royal Institution of
Chartered Surveyors (or if the President is not available or is
unable to make such appointment then by the Vice-President or next
senior officer of such Institution then available and able to make
such appointment) on the application of either the Landlord or the
Tenant
8. JURISDICTION
Whatever the nationality residence or domicile of the parties hereto
the law of England shall be the proper law of this Lease and the
parties hereby submit to the non-exclusive jurisdiction of the
English Courts
9. BREAKCLAUSE
If the Tenant shall desire to determine the Term at the end of the
fifth year of the Term and shall give to the Landlord not less than
six months previous notice in writing of such desire to determine
the Term then upon the expiration of such notice the Term shall
thereupon cease and the Tenant shall deliver up vacant possession of
the Demised Premises but without prejudice to any claim by either
party against the other in respect of any antecedent claim or breach
of any covenant or provision herein contained
10. CERTIFICATE
It is certified that there is no agreement for the lease to which
this Lease gives effect
IN WITNESS whereof this Deed has been duly executed
29
THE FIRST SCHEDULE
Rights Benefitting the Demised Premises
The Landlord grants to the Tenant and where necessary and appropriate its
permitted occupiers lawful visitors employees and agents (in common with the
Landlord and all others entitled) the following rights:
1. The free and uninterrupted passage and running of water soil gas
electricity and other services through the Conduits which are now or
may hereafter during the Term be provided by the Landlord for the
benefit of the Mews as a whole in on over or under the Mews so far
as is necessary for the use of the Demised Premises for the use
hereby permitted
2. The right to use the Common Parts and the Internal Common Parts for
all proper purposes in connection with the use and enjoyment of the
Demises Premises
3. The right to display:
3.1 on the notice board at the entrance to the Mews and
3.2 on the exterior of the building (where appropriate) and
3.3 on the exterior of the internal wall adjacent to the Demised
Premises (where appropriate)
a name plate or sign in positions and of sizes to be specified and
supplied by the Landlord showing the Tenant's name and any other
details approved by the Landlord
4. The right of support shelter and protection from any part of the
Mews affording the same
5. The right to park two private motor vehicles in the underground car
park of the Mews in the space allocated from time to time by the
Landlord together with all necessary rights of access thereto (but
subject to the provisions of paragraph 5 of the Second Schedule)
THE SECOND SCHEDULE
Rights Excepted and Reserved
EXCEPT AND RESERVED unto the Landlord and all other persons at any time
authorised by the Landlord or otherwise entitled thereto for the benefit only of
the remainder of the Mews and the Adjoining Property
30
1. The free and uninterrupted passage and running of water soil gas
electricity and other services from and to any parts of the Mews and
the buildings which now are or may hereafter during the Term be
erected thereon through the Conduits which are now or may hereafter
during the Term be upon in over or under the Demised Premises
2. The right to maintain in on under or over the Demised Premises at
any time during the Term any Conduits plant or machinery for the
benefit of any part of the Mews
3. The rights of light air support shelter protection and all other
easements and rights now or after the date of this Lease belonging
to or enjoyed by other parts of the Mews
4. (a) Full and free right for the Landlord to alter (by way of
improvement or otherwise) or carry out modifications or
extensions or additions to or at the Retained Premises or to
or at the Lettable Premises (other than the Demised Premises)
in such manner as the Landlord may think fit AND
notwithstanding that the access of light and air to the
Demised Premises may thereby be interfered with
(b) Full and free right for any part of the Mews to be erected or
constructed after the date hereof and during the Term so that
the same obtains subjacent and lateral support or protection
from the Demised Premises
BUT so that such rights or liberties shall not be exercised so to
materially prejudice the rights expressly granted to the Tenant in
this Lease or materially prejudice the use and enjoyment of the
Demised Premises and so that any such works to be carried out will
be carried out as efficiently and quickly as possible causing as
little disruption as possible to the Tenant's business and the
Landlord will make good any loss or damage caused to the Demised
Premises by the exercise of this right
5. The right to alter by construction or otherwise the Common Parts and
the access way to the car parking area (but so that the Mews is
always provided with Common Parts and a car park access way
reasonably equivalent to those at present available and serving the
same and the Demised Premises always have two parking spaces
allocated to them at any one time)
6. The right to install retain and alter and maintain light fittings
signs traffic signs and public utility signs or notices on the
exterior of the Building in positions which do not interfere with
the Tenant's access to the Demised Premises and do not obscure the
windows of the Demised Premises
7. The right to erect and retain scaffolding or other such apparatus on
any part of the Retained Premises for the purpose of inspecting
repairing maintaining or cleaning the Mews notwithstanding that such
scaffolding may temporarily restrict the access to or enjoyment and
use of the Demised Premises
31
8. The right at any time on Requisite Notice to enter and remain upon
the Demised Premises in order to
(a) inspect or view the condition and state of repair of the
Demised Premises and the remainder of the Estate
(b) inspect cleanse repair remove replace with others alter or
execute any works whatever to or in connection with the
Conduits easements or services referred to paragraphs 1 2 and
3 of this Schedule
(c) carry out work or do anything whatsoever comprised within the
Landlord's obligations in this Lease whether or not the Tenant
is liable to make a contribution
(d) exercise any of the rights granted to the Landlord by the
Lease
Provided that the rights specified in this paragraph shall be
exercisable only:
(i) where such rights cannot reasonably be exercised without entry
on to the Demised Premises
(ii) if the Landlord shall cause as little inconvenience as
reasonably practicable and make good all damage caused to the
Demised Premises as soon as reasonably practicable
THE THIRD SCHEDULE
Matters to which the Demised Premises are subject
1. The covenants and other matters (other than financial charges)
contained or referred to in the registers of title numbers NGL
181789 and NGL 648550 so far as the same still subsist and are
capable of being enforced
THE FOURTH SCHEDULE
The Service Charge
1. In this Schedule
(a) "the Expenditure" means all proper expenses and outgoings
reasonably and properly incurred by the Landlord in respect of
the Items described in paragraph 5 of this Schedule (so far as
applicable) and includes not only expenses disbursed but also
a reasonable sum by way of provision for future expenditure on
such of those items as call for intermittent expenditure
(whether such expenditure is likely to be incurred during or
after the Term)
32
(b) "the Tenant's Proportion" means 9.482% of the Expenditure or
such other fair and reasonable proportion of the Expenditure
as may be determined by the Surveyor in the manner described
in clause 1.17 hereof
(c) "the Landlord's Account Year" means the year ending on the
date specified in item 1.11 of the Particulars or such other
annual period as the Landlord may at its discretion from time
to time determine and notify in writing to the Tenant
2.1 The amount of the Service Charge shall be ascertained and certified
annually by a certificate ("the Certificate") signed by the Surveyor
so soon after the end of the Landlord's financial year as may be
practicable and shall relate to such year in manner hereinafter
mentioned
2.2 A copy of the Certificate for each such financial year shall be
supplied by the Landlord without charge to the Tenant
2.3 The Certificate shall contain a fair summary of the Service Charge
during the Landlord's financial year to which it relates and the
Certificate (or copy thereof duly certified by the person by whom
the same was given) shall be conclusive evidence for the purposes
hereof of all matters of fact which it purports to certify save in
cases of manifest error
3.1 On the usual quarter days (the Interim Payment Dates) (or in the
event of an alteration in the period of the Landlord's financial
year on such quarter day as appropriate) of every year during the
Term the Tenant shall pay to the Landlord such a sum ("the Advance
Payment") in advance and on account of the Service Charge as the
Surveyor shall from time to time specify at the Surveyor's
discretion to be fair and reasonable PROVIDED THAT subject and
without prejudice to the foregoing provisions the Advance Payment
for the Landlord's financial year current at the date of the grant
hereof ("Landlord's current financial year") shall be the sum set
out in item 1.11 of the Particulars of which the Tenant shall pay
the due proportion calculated from day to day in respect of the
period from the date of occupation to the following Interim Payment
Date
3.2 As soon as practicable after the end of each Landlord's financial
year the Landlord shall furnish to the Tenant an account of the
Service Charge payable by the Tenant for that year due credit being
given therein for the total of the Advance Payments made by the
Tenant in respect of the said year and upon the furnishing of such
account there shall be paid by the Tenant to the Landlord the
Service Charge or any balance found payable or there shall be
credited by the Landlord to the Tenant (or repaid by the Landlord to
the Tenant in the event that the Term has determined) any amount
which may have been overpaid by the Tenant by way of Advance
Payments as the case may require PROVIDED ALWAYS THAT the provisions
of this sub-clause shall continue to apply notwithstanding the
expiration or sooner determination of the term hereby granted but
only in respect of the period down to such expiration or sooner
determination as aforesaid
4. The expenses and outgoings comprising the Expenditure are the
following costs
33
properly incurred by the Landlord:
Definitions
4.1 "Structure" means:
(a) the entirety of the roofs and foundation of all or any of the
buildings in the Mews
(b) the entirety of all floors and ceilings of the Building (but
excluding any such floor and ceiling finishes which are the
responsibility of any tenant)
(c) the entirety of all external walls of the Building (but
excluding any such paint paper and other decorative finishes
applied to the internal faces of such walls which are the
responsibility of any Tenant)
(d) the entirety of the load bearing walls pillars and other
structures of the Building (but excluding any such paint paper
and other decorative finishes applied to the internal faces of
such walls pillars and other structures which are the
responsibility of any Tenant)
(e) all other parts of the structure of all or any of the
buildings in the Mews
4.2 "Plant" means all apparatus plant machinery equipment within any
buildings forming a part of the Mews from time to time including
(without prejudice to the generality of the above) lifts lift shafts
standby generators and boilers and items relating to mechanical
ventilation heating cooling public address and closed circuit
television systems.
5. The services to be provided by the Landlord are:
5.1 The upkeep repair re-building replacement maintenance updating
cleansing painting decoration renewal lighting and heating (where
appropriate) of the Retained Premises and without prejudice to the
generality of the foregoing this shall include but not be limited
to:
5.1.1 the Structure of all the buildings and Common Parts in the Mews
including any building provided for any ▇▇▇▇▇▇ maintenance or
security staff and the storage and maintenance of all materials
associated therewith including the roofs foundations stairways
ceilings floors and walls (excluding the interior faces of any such
which remain the responsibility of the Tenant)
5.1.2 the timbers joists drains and all services and utilities Plant and
security devices party walls and fences
5.1.3 the exterior faces of any walls dividing the Demised Premises from
the common parts
5.1.4 the exterior face of any door facing into the common parts
5.1.5 the window frames and the exterior face of any window frames or roof
light
34
and the glass contained therein
5.1.6 the landscaping maintenance and renewal of any landscaped common
areas or balconies within the Mews including providing and
maintaining (at the Landlord's absolute discretion) plants shrubs
trees gardens or grassed areas and floral decorations in the common
parts and keeping the same planted free from weeds and properly
attended and the grass cut
5.1.7 the Underground Car Park including (i) all roads paths and
staircases giving access to or egress from (ii) the security barrier
systems and (iii) all plant and machinery situate therein or
associated therewith .
5.2 The provisions of dustbin areas and receptacles and security
services
5.3 All costs and expenses whatsoever properly incurred by the Landlord
in and about the discharge of the obligations on the part of the
Landlord set out specifically in this Schedule
5.4 The cost of periodically inspecting examining maintaining
overhauling and where necessary replacing any and every part of the
Building and any Plant and the appurtenances thereof referred to in
extenso in this Schedule
5.5 The cost of supply of telephone services electricity gas oil or
other fuel and water for all purposes referred to in this Schedule
5.6 The maintenance servicing and renewal of any fire alarms fire
prevention and fire fighting equipment and ancillary apparatus in
the Retained Parts
5.7 Any other services relating to the Mews or any part of it provided
by the Landlord from time to time during the Term and not expressly
mentioned
5.8 The cost of employing staff for the performance of the duties and
services referred to in this Schedule and all other incidental
expenditure in relation to such employment (including but without
limiting the generality of such provision) the payment of the
statutory and such other insurance health pension welfare and other
payments contributions and premiums that the Landlord may at the
Landlord's absolute discretion deem desirable or necessary and the
provision of uniforms working clothes tools appliances telephone
service cleaning sanitary and other materials bins receptacles and
other equipment for the performance of their duties and the cost of
providing necessary washing and toilet requisites in any staff
toilet accommodation
5.9 All charges assessments impositions and other outgoings payable by
the Landlord in respect of all parts of the Mews not exclusively
occupied by the Landlord or any other tenant other than the Lettable
Premises
5.10 The cost of any interest and fees in respect of money borrowed to
finance the provisions of the Services
5.11 Such reasonable provision (if any) for anticipated expenditure in
respect of any of the Services as the Landlord shall in the
interests of good estate
35
management consider appropriate
5.12 The proper and reasonable fees and disbursements (and any value
added tax payable on them) of:
5.12.1 the Surveyor and any other individual firm or company reasonably and
properly employed or retained by the Landlord for (or in connection
with) such surveying or accounting functions or the management of
the estate
5.12.2 the managing agents (whether or not the Surveyor) for or in
connection with
5.12.2.1 the management of the Mews (excluding the fees and
disbursements referred to in clause 6.12.1 above where
the Surveyor and the Managing Agents are one and the
same)
5.12.2.2 the collection of all sums due to the Landlord from the
tenants of the Mews
5.12.2.3 the performance of the Services and other duties in and
about the Mews or any part of it relating to (without
prejudice to the generality of the above) the general
management administration security maintenance
protection and cleanliness of the Mews
5.12.3 any individual firm or company valuing the Mews for insurance
purposes or for the purposes of assessing the full cost of
rebuilding and reinstatement
5.12.4 any individual firm or company providing caretaking or security
arrangements and services to the Mews
5.12.5 any other individual firm or company employed or retained by the
Landlord to perform (or in connection with) any of the management
services or any of the functions or duties referred to in this
paragraph
5.13 The cost of taking all steps deemed proper desirable or expedient by
the Landlord for complying with making representations against or
otherwise contesting the incidence of the provisions of any
legislation or orders or statutory requirements thereunder
concerning town planning public health highways streets drainage or
other matters relating or alleged to relate to the premises for
which the Tenant is not directly liable hereunder
5.14 The upkeep repair re-building insurance replacement maintenance
updating cleansing painting and renewal of the lifts and any
associated machinery or plant serving ▇▇▇▇▇ ▇, ▇, ▇▇ ▇▇▇ ▇▇ ▇▇ ▇▇▇
▇▇▇▇ including without prejudice to the generality of the foregoing
the cost of:
5.14.1 insuring and keeping insured the lifts in respect of such fully
comprehensive insured risks as the Landlord in its absolute
discretion deems necessary in the full replacement value to include
third party and public liability insurance
5.14.2 periodically inspecting maintaining overhauling and where necessary
replacing any and every part of the lifts or any plant or machinery
which serves the lifts
36
to include any maintenance contract and any statutory inspections
and any fees payable in respect thereof
5.14.3 the supply of electricity or any other fuel which serves the lifts
exclusively
5.14.4 the employment of any staff or outside contractor for the
performance of any duties or services associated exclusively with
the lifts
5.14.5 such provision (if any) for anticipated expenditure in respect of
the lifts as the Landlord shall in the interests of good estate
management consider appropriate
6. If during any Landlord's Account Year it shall reasonably appear to
the Landlord that by reason of unexpected expenses or liabilities
its previous estimate of the Service Charge is likely to be exceeded
then the Landlord may in its reasonable discretion serve on the
Tenant a statement of such expenses and liabilities and the
proportion thereof due as the Service Charge in consequence thereof
and any such sums so required shall be paid by the Tenant within
fourteen days of the demand therefor. Such demand and payment shall
be taken into account under Paragraph 3 of this Schedule.
7. Each annual statement of Expenditure and of the Tenant's Proportion
shall be certified by the Surveyor and a duly certified copy of such
statement shall in the absence of manifest error or fraud be
evidence for the purposes of this Lease of the matters covered by
such statement but the Landlord shall upon request and payment of a
reasonable inspection fee permit the Tenant to inspect at any time
up to six months after delivery of a statement the vouchers and
receipts for items included in it
THE FIFTH SCHEDULE
Form of Guarantee required for clauses 4.12
and 4.29
The Guarantor covenants with the Landlord and (without the need for any express
assignment) with all its successors in title that:
1. To pay observe and perform
During the Term the Tenant shall punctually pay the rents and
observe and perform the covenants and other terms of this Lease and
if at any time during the Term the Tenant shall make any default in
payment of the rents or in observing or performing any of the
covenants or other terms of this Lease the Guarantor will pay the
rents and observe or perform the covenants or terms in respect of
which the Tenant shall be in default and make good to the Landlord
on demand and indemnify the Landlord against all losses damages
costs and expenses arising or incurred by the Landlord as a result
of such non-payment non-performance or non-observance
notwithstanding:
37
1.1 any time or indulgence granted by the Landlord to the Tenant or any
neglect or forbearance of the Landlord in enforcing the payment of
the rents or the observance or performance of the covenants or other
terms of this Lease or any refusal by the Landlord to accept rents
tendered by or on behalf of the Tenant at a time when the Landlord
was entitled (or would after the service of a notice under the Law
of Property ▇▇▇ ▇▇▇▇ Section 146 have been entitled) to re-enter the
Demised Premises
1.2 that the terms of this Lease may have been varied by agreement
between the parties
1.3 that the Tenant shall have surrendered part of the Demised Premises
in which event the liability of the Guarantor under this Lease shall
continue in respect of the part of the Demised Premises not so
surrendered after making any necessary apportionments under the Law
of Property ▇▇▇ ▇▇▇▇ Section 140 and
1.4 any other act or thing by which but for this provision the Guarantor
would have been released
2. To take lease following disclaimer
If at any time during the Term the Tenant (being an individual)
shall become bankrupt or (being a company) shall enter into
liquidation and the trustee in bankruptcy or liquidator shall
disclaim this Lease the Guarantor shall if the Landlord shall by
written notice within two months after such disclaimer so require
take from the Landlord a lease of the Demised Premises for the then
residue of the Term which would have remained had there been no
disclaimer at the Rent then being paid under this Lease subject to
the same covenants and terms as in this Lease (except that the
Guarantor shall not be required to procure that any other person is
made a party to that lease as guarantor) such new lease to take
effect from the date of such disclaimer and in such case the
Guarantor shall pay the costs of such new lease and execute and
deliver to the Landlord a counterpart of it
3. To make payments following disclaimer
If this Lease shall be disclaimed and for any reason the Landlord
does not require the Guarantor to accept a new lease of the Demised
Premises in accordance with clause 2 hereof the Guarantor shall pay
to the Landlord on demand an amount equal to the difference between
any money received by the Landlord for the use or occupation of the
Demised Premises and the rents reserved by this Lease for the period
commencing with the date of such disclaimer and ending on whichever
is the earlier of the following dates:
3.1 the date 12 months after such disclaimer and
3.2 the date (if any) upon which the Demised Premises are relet and
income producing
such amount to be paid by way of equal instalments quarterly in
advance on the
38
usual quarter days and in the case that the event in clause 3.2
occurs first then payment of the final instalment to be adjusted
accordingly
THE SIXTH SCHEDULE
Provisions for Rent Review
1. In this Schedule the following expressions shall have the following
meanings:
1.1 "Rent Review Date" means the date specified in item 1.8 of the
Particulars
1.2 "Open Market Rent" shall mean the yearly rent for which the
Demised Premises could reasonably be
expected to be let in the open market as a
whole with vacant possession on the Rent
Review Date by a willing landlord to a
willing tenant without any fine or premium
for a term of 10 years but commencing on the
Rent Review Date with provisions identical
(mutatis mutandis) to those contained herein
for review of the Rent at the expiration of
5 years calculated from the Rent Review Date
and otherwise upon the terms and conditions
of this Lease save as to the amount of the
Rent and the rent free period
On the following assumptions at that date:
(a) that the Demised Premises shall be ready and available for immediate
beneficial occupation and use
(b) that all the Tenant's covenants shall have been complied with
(c) that no work has been carried out by the Tenant or any sub-lessee or
their respective predecessors in title which has diminished the
rental value of the Demised Premises
(d) that in case the Demised Premises or the Building or any part have
been destroyed or damaged they have been fully restored
(e) that the Demised Premises may be used for any of the purposes
permitted by this Lease (as extended by any licence granted pursuant
thereto) and that planning law permits all such purposes without
restriction
(f) that the willing tenant shall have been given prior to and that
there shall have expired immediately prior to the Rent Review Date
such a rent-free period (if any) for or towards the time taken for
the purpose of the carrying out of any tenant's fitting-out works
and that the willing tenant shall have been given such
39
concessionary rent or any other inducement whether of a capital or
revenue nature which the willing landlord and willing tenant might
reasonably agree as a term of the grant and acceptance of a tenancy
for towards or in respect of the cost of fitting out the Demised
Premises
(g) that any rent free period which might be negotiated in the open
market between a willing landlord and a willing tenant has expired
But disregarding:
(a) any effect on rent of the fact that the Tenant or any
permitted sub-lessee or their respective predecessors in title
may have been in occupation of the Demised Premises
(b) any goodwill attached to the Demised Premises by reason of any
trade or business carried on therein by the Tenant or any
permitted sub-lessee or any predecessor in title of either of
them
(c) any effect on rent of any improvement to the Demised Premises
lawfully made by the Tenant or by any permitted sub-lessee or
any of their respective predecessors in title during the Term
or during any period of occupation prior thereto arising out
of any agreement to grant the Term with the consent of the
Landlord (if required under this Lease) otherwise than in
pursuance of an obligation to the Landlord or its predecessors
in title and save to the extent (if any) that the Landlord or
its predecessors in title contributed to the cost thereof
1.3 "the Third Party" means a Chartered Surveyor (having at least
ten years established and recent experience
in letting and valuing premises of a kind
and character similar to those of the
Demised Premises) agreed between the parties
or (in default of agreement within one month
of the Landlord's written invitation to the
Tenant to agree the nomination of the Third
Party) appointed by or on behalf of the
President for the time being the Royal
Institution of Chartered Surveyors; if the
said President shall for any reason not be
available or be unable to make such
appointment at the time of the requisition
therefor then the appointment may be made by
or on behalf of the Vice President or next
senior officer of the said Institution then
available and able to make such appointment.
The person so appointing is herein called
"the President"
2. From and after each Rent Review Date the Rent shall be whichever is
the higher of:
2.1 the yearly Rent payable immediately before that Rent Review Date and
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2.2 the Open Market Rent of the Demised Premises at that Rent Review
Date ("the New Rent")
3.1 If two months before the Rent Review Date the Landlord and the
Tenant shall not have agreed on the New Rent payable from the Rent
Review Date either the Landlord or the Tenant may at any time
thereafter before the New Rent shall be agreed between the Landlord
and the Tenant require the Third Party to be appointed to determine
the Open Market Rent
3.2 The Third Party shall act as an arbitrator unless the Landlord and
the Tenant shall otherwise agree in writing
4. If the Third Party shall act as an arbitrator he shall act pursuant
to the Arbitration Acts 1950 and 1979
5. If the Third Party shall act as an expert then he shall:
5.1 give notice in writing of his appointment to the Landlord and the
Tenant and he shall invite each to submit a valuation accompanied if
desired by a statement of reasons
5.2 send a copy of each party's valuation and statement to the other
party and invite written observations thereon
5.3 consider any valuation statements and observations made but shall
not be in any way limited or fettered thereby and shall determine
the Open Market Rent in accordance with his own judgement
5.4 give his decision to the Landlord and the Tenant within two months
of his appointment or within such extended period as the Landlord
and the Tenant may expressly or by implication both agree
6. The determination of the Third Party (acting as an expert) shall be
final and binding (except on a point of law) on the parties and for
the purpose of obtaining his decision forthwith upon request the
parties shall jointly undertake to pay his fees and the costs of the
application such fees and costs to be in his award (but both parties
may make representations to him on costs)
7. If the Third Party (acting as an expert) shall fail to determine the
New Rent and give notice thereof within the time and in the manner
provided or if he shall relinquish his appointment or die or if it
shall become apparent that for any reason he will be unable to
complete his duties either the Landlord or the Tenant may apply to
the President for a substitute to be appointed in his place which
procedure may be repeated as many times as necessary
8. In the event that by the Rent Review Date the New Rent shall not
have been agreed or determined (whether or not negotiations shall
have commenced)the Tenant shall continue to pay rent at the rate of
the current Rent on each day appointed by this Lease for payment of
rent until the New Rent shall have been agreed or determined in
writing and within 5 working days thereafter the Tenant shall pay
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to the Landlord an amount equal to the difference between the New
Rent and the rent actually paid for the period since the Rent Review
Date together with interest on each instalment of such difference at
the rate equal to Barclays Bank PLC's Base Rate from time to time
from the Rent Review Date or in the case of subsequent instalments
of such difference the date upon which the same would have been
payable (if ascertained) down in each case to the date of payment
9. As respects all periods of time referred to in this Sixth Schedule
time shall be deemed not to be of the essence
10. If on any Rent Review Date there shall be in force any Act which
shall restrict interfere with or affect the Landlord's right to
revise the Rent in accordance with the terms hereof then the
Landlord shall be entitled once within 6 months following each
removal of such restriction or modification of such Act to serve
notice requiring a review of the Rent (an "Interim Notice") upon the
Tenant and from and after the date of service of such Interim Notice
until the next Rent Review Date the Rent shall be increased to
whichever is the higher of the Open Market Rent at the Date of
service of the Interim Notice and the Rent payable immediately prior
thereto and the provisions of this Schedule shall apply accordingly
with the substitution of the said date of service for the Rent
Review Date
11. If the Landlord and the Tenant shall be able to agree the New Rent
or when the New Rent shall have been determined in accordance with
the provisions hereof as the case may be the Landlord and the Tenant
shall cause a Memorandum of the New Rent to be prepared in duplicate
and signed by or on behalf of the Landlord the Tenant and the
Guarantor respectively one whereof shall be attached to this Lease
and the other whereof shall be attached to the Counterpart hereof
but non signature of such Memorandum shall not affect the validity
of or the Landlords ability to recover the New Rent
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SIGNED AS A DEED AND DELIVERED )
by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ) /s/ ▇. ▇▇▇▇▇▇
in the presence of: )
WITNESS SIGNATURE /s/ [ILLEGIBLE]
NAME
▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇
OCCUPATION Secretary
SIGNED AS A DEED AND DELIVERED )
by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ) /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
in the presence of: )
WITNESS SIGNATURE /s/ [ILLEGIBLE]
NAME [ILLEGIBLE]
▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇
OCCUPATION Secretary
43
