EXHIBIT 10.75
DATED 16th June 1993
(1) ORLINWORTH PLC
(2) MESSRS T XXXXXX-XXXXXX & I XXXXXXX
(3) CONDUIT COMMUNICATIONS LIMITED (Tenant)
(4) VERULAM INVESTMENTS LIMITED (Guarantor)
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LEASE
- of -
Xxxx 00 Xxxxxxx Xxxx
Xxxxxx Xxxx Xxxxxx X00
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FLADGATE XXXXXXX
Xxxxxxx Xxxxx
00 Xxxxxx Xxxxxx
Xxxxxxxxxxx
Xxxxx XX00 0XX
Tel: (0256) 463044
Fax: (0256) 471600
INDEX
Clause Headings Page
1. PARTICULARS
2. DEFINITIONS AND INTERPRETATION
3. DECLARATION BY RECEIVERS AND LEASE
3.1 Declaration
3.2 Demise
3.3 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. GUARANTEE
10. BREAK RIGHT
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
Provisions for Rent Review
FIFTH SCHEDULE
The Service Charge
SIXTH SCHEDULE
Form of Guarantee
LEASE
DATED 1993
1. PARTICULARS
[GRAPHIC]
1.1 The Landlord ORLINWORTH PLC
Registered Office : XX Xxx 00
Xxxxxx Xxxxxx Xxxxxx [Illegible]
1.2 The Receivers XXXXXXX XXXXXX-XXXXXX and XXXX
XXXXXXX both of 00-00 Xxxxxxxx
Xxxxxx Xxxxxx XX0X 0XX
1.2.1 The Tenant CONDUIT COMMUNICATIONS LIMITED
whose registered office is at 00 Xxxxx
Xxxxx Xxxxxx Xxxxxx XX0X 0XX
1.2.2 The Guarantor VERULAM INVESTMENTS LIMITED whose
registered office is at 00 Xxxxx Xxxxx
Xxxxxx Xxxxxx XX0X 0XX
1.3 The Demised Premises Xxxx 00 Xxxxxxx Xxxx Xxxxxx Xxxx
Xxxxxx X00 shown edged red on Plans
No 1A and 1B
1.4 Date of Commencement 28th April 1993
of Term
[GRAPHIC]
1.5 Term 10 years
1.6 Expiry Date of Term 27 April 2003
1.7 The Rent (pound)49,200 per annum payable by equal
quarterly payments in advance on
the usual quarter days the first
payment for the period from the
16th May 1994 to the 23rd June 1994
to be made on the 25th March 1994
1.8 Review Dates The Rent is subject to review in
accordance with the provisions of
the Fourth Schedule on the 25th March
1998
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
1.10 The Permitted User A business use within Class B1 of the Town
and Country Planning (Use Classes) Order
1987 (as originally enacted)
1.11 The Service Charge (pound)8,440 per annum payable in
accordance with the provisions of the Fifth
Schedule to this Lease; the first payment
for the period from the 28 April 1993 to
the 24th March 1994 to be made on the
execution hereof
The Landlord's Account Year ends on the
31st March in each year
2
[COPY MISSING]
3
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)
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 permises 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 means the units or parts thereof within the
Premises" Mews which are intended to be let or are let
(including the Demised Premises)
2.10 "the Retained means all and every part of the Mews other
Premises" than the Lettable Premises
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2.11.1 "the Common means the access ways the access road paths
Parts" 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 means the entrance hall staircases landings
Common Parts" 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
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 the term specified in item 1.5 of the
Particulars
2.15 "the Termination means the date of expiration or sooner
Date" 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 Fourth Schedule
2.17 "the Insurance Rent" means :
2.17.1 a fair and reasonable proportion (to be
determined by the Surveyor in his absolute
discretion) of the amount which the Landlord
expends for insuring the Mews against the
Insured Risks (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 Mews from all the
tenants of the Lettable Premises 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 Mews 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
5
reasonable and proper anticipated increases
in Rent and Service Charge from their
respective dates of review)
2.18 "the Insured means such of the following risks as may
Risks" from time to time be included in any policy
of insurance effected under the terms of the
Lease fire lightning explosion (so long as
such risks can be 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
2.19 "the Service means the sum by way of additional rent
Charge" specified as the Service Charge in item 1.11
of the Particulars or such other sum (if
any) as shall for the time being the Service
Charge under the provisions of the Fifth
Schedule
2.20 "Requisite means a notice in writing to the Tenant
Notice" seven (7) 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 the Insurance
Rent and in the case of any other sum the
date of 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
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 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 means the Town and Country Planning Xxx 0000
Acts" and any future legislation of similar nature
6
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 so dealt with
2.25 "the Landlord's means and includes the Landlords workmen
Agents" 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 person or firm appointed by the
Landlord (including an employee of the
Landlord or a Group Company of the Landlord)
to manage the Mews 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 means the period of three years calculated
Period" from the date upon which the Demised
Premises shall have been destroyed or so
damaged by any of the Insured Risks so as to
render them unfit for occupation and use
(including if applicable any period
subsequent to the Termination Date)
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 Xxxxxx Xxx
0000
2.30 "Group Company" means a company which is within the same
group of companies as the Tenant or if a
holding company of the Tenant (being for
these purposes a company which owns more
than 50% of the issued share capital
directly or indirectly of the Tenant) or if
a subsidiary of the Tenant or such holding
company
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
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2.33 Where 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
separately
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 to permit such act or thing to be done
and use its reasonable endeavours to prevent such act or thing being
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 the Receivers and the 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 of interpretation
thereof
3. DECLARATION BY RECEIVERS AND LEASE
3.1 Declaration
The Receivers declare:
3.1.1 The Landlord charged the Mews by way of legal mortgage by a Legal
Charge dated 30th June 1987 and made between the Landlord (1) and
Gamlestaden Limited(2) and a further Legal Charge dated 15th November
1989 made between the Landlord (1) and Gamlestaden Plc (2) and under
the power conferred by those legal charges the Receivers were
appointed and powers of leasing delegated by a deed dated 15th June
1992 between Skandinaviska Enskilda Banken (1) Gamlestaden Plc (2) and
the Receivers (3)
3.1.2 The Receivers are acting for the Landlord in the grant of this lease
3.1.3 The Receivers are exercising the leasing powers conferred by the Law
of Property Xxx 0000 and otherwise
8
3.2 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
3.3 Rents
THE TENANT PAYING yearly and proportionately for any fraction of a
year
3.3.1 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
3.3.2 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
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)
4.2 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 in imposed on the Landlord or the Tenant) except any
tax in respect of:-
4.2.1.1 the rents payable under this Lease
4.2.1.2 the grant of this Lease
4.2.1.3 any dealing disposal of deemed disposal by the Landlord or any
superior landlord with the reversion (whether immediate or not) to
this Lease
9
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 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 21 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 save that:-
4.5.1.1 the Landlord will carry out and covenants with the Tenant so
to do at its own cost the items of work detailed in Annexure
"A" within 6 months of completion of this Lease to the
reasonable satisfaction of the Tenant's Surveyor
4.5.1.2 the Tenant shall not be liable to remedy the defects in the
demised premises and other areas detailed in Annexure "B"
nor to contribute towards the cost of any remedial works or
repairs so mentioned or arising from such defects
4.5.2 To decorate interior
4.5.2.1 to Decorate the interior of the Demised Premises during the fifth year
of the Term
4.5.2.2 to Decorate the interior of the Demised Premises in the last six
months of the tenth year of the Term
4.5.3 Repair and replace Landlord's fixtures and fittings
To repair or replace forthwith by 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
10
good all damage caused by the removal thereof and of the Tenant's
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 Landlord's 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 proper legal and
surveyor's fees incurred as a result of any breach of this
clause 4.5
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 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 repair or decoration of the Demised
Premises for which the Tenant is liable in accordance with the
Tenant's covenants and of which the Landlord has given notice in
writing such making good to be commenced within a period of two months
from the date of the Landlord's notice (or sooner if considered
necessary by the Landlord or the Landlord's surveyor) and to be
completed as soon as reasonably possible
11
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 Xxx 0000 the Health and Safety
at Work Xxx 0000 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 and cost of the Landlord to make or join the Landlord in
making such reasonable representations in respect thereof as the
Landlord shall in its reasonable discretion deem 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:-
4.10.1 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 Premises
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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 (unless the Tenant is
in course of renewing this Lease pursuant to the 0000 Xxx) 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 at any time 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 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 of the whole of the Demised Premises by the Tenant on
terms which comply with the conditions set out in clause 4.12.2
4.12.1.2 a sub-lease of the whole of the Demised Premises by the Tenant on
terms which comply with the conditions set out in clause 4.12.3
4.12.1.3 a sub-lease of part of the Demised Premises by the Tenant or by a
sub-lessee of the whole of the Demised Premises on terms which comply
with the conditions set out in clause 4.12.4
4.12.1.4 The Tenant or a permitted sub-lessee of the whole of the Demised
Premises being a company shall be entitled to share occupation of the
Demised Premises or any part thereof with a Group Company of the
Tenant or the permitted sub-lessee on condition that
(i) no tenancy is thereby created
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(ii) the Tenant shall give to the Landlord prior notice of such
occupation and written notice of the cessation of such
occupation within one month after such cessation and
(iii) any such occupation of the Demised Premises or any part
thereof shall cease upon the company in occupation ceasing
to be a Group Company of the Tenant or the permitted
sub-lessee as the case may be hereupon such company shall
forthwith vacate the Demised Premises or such part thereof
of which it is in occupation
4.12.2 On a permitted assignment of the whole of the demised Premises the
following conditions shall apply:-
4.12.2.1 the intended assignee shall covenant with the Landlord during the
residue of the Term to observe and perform all the covenants on the
part of the Tenant and the conditions contained in this Lease
4.12.2.2 if the intended assignee shall be a limited liability company then if
the Landlord shall reasonably so require there shall be provided a
guarantor or guarantors or a reasonable rent deposit sufficient in the
opinion of the Landlord (acting reasonably) for such company and
4.12.2.3 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 Sixth Schedule
4.12.3 On a permitted sub-lease of the whole of the Demised Premises the
following conditions shall apply:-
4.12.3.1 the sub-lease shall be granted without any fine or premium at a rent
not less than the open market rental value of the premises to be
sublet such rent being payable in advance on the days on which rent is
payable under this Lease
4.12.3.2 (if for a term of more than 5 years or for a term which bridges a Rent
Review Date under this Lease) the sub-lease will contain provisions
for the review of the rent reserved by such sub-lease on the basis and
on the date on which the Rent is to be reviewed in this Lease
4.12.3.3 the sub-lease will prohibit the sub-lessee from doing or allowing any
act or thing in relation to the sub-let premises inconsistent with or
in breach of the provisions of this Lease
4.12.3.4 the sub-lease will contain provisions for re-entry and forfeiture on
breach of any covenant by the sub-lessee
4.12.3.5 prior to any permitted sub-letting the Tenant will procure that the
sub-lessee enters into a direct covenant with the Landlord to observe
and perform the covenants on the part of the Tenant contained in this
Lease (other than as to the payment of the
14
Rent) so far as the same are not inconsistent with the other
provisions of this clause 4.12.3
4.12.3.6 the sub-lease will contain an absolute prohibition against all
dispositions of or other dealings whatever with the premises sub-let
other than the following transactions with the Landlord's consent not
to be unreasonably withheld
(i) an assignment of the whole of the premises sublet on the
conditions set out in clause 4.12.2
(ii) a sub-letting of part of the Demised Premises on the
conditions set out in clause 4.12.4
4.12.4 On a permitted sub-lease of part of the Demised Premises the following
conditions will apply:-
4.12.4.1 the sub-lease will contain provisions identical to those listed in
sub-clause 4.12.3.1 to 4.12.3.4 above
4.12.4.2 the sub-lease will contain an absolute prohibition against all
dispositions of or other dealings whatever with the premises sub-let
other than with the previous consent in writing of the Landlord which
shall not be unreasonably withheld or delayed in the case of any
assignment of the whole of the premises sub-let which complies with
the conditions contained in clause 4.12.2
4.12.4.3 prior to any permitted sub-letting the Tenant will procure that the
sub-lessee enters into a direct covenant with the Landlord to observe
and perform the covenants on the part of the Tenant contained in this
Lease (other than as to the payment of the Rent and the Insurance Rent
and the Service Charge) so far as the same relate to the premises
sub-let and are not inconsistent with the other provisions of this
clause 4.12.4
4.12.5 The Tenant will enforce the performance and observance by every
sub-lessee of the provisions of every sub-lease and not at any time
either expressly or by implication waive any breach of the covenants
or conditions on the part of any sub-lessee or assignee of any
sub-lessee nor (without the consent of the Landlord such consent not
to be unreasonably withheld or delayed) vary the terms or accept a
surrender of any permitted sub-lease
4.12.6 Not to be party or privy to any agreement or arrangement for the
commutation in whole or in part of any annual rent to be reserved and
made payable by any sub-lease and no rent reserved by a sub-lease
shall be payable more than one quarter in advance Provided always that
this clause 4.12.6 shall not preclude the Tenant from agreeing with
any sub-lessee any rent-free period or period at a concessionary rent
as a term of the grant and acceptance of a sub-lease
4.12.7 To observe and perform all the obligations imposed on the Tenant as
sub-lessor under any sub-lease and to use all reasonable
15
endeavours to ensure the due performance by any sub-lessee of all the
obligations under any sub-lease
4.12.8 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 the Landlord shall reasonably require in order
to satisfy itself that this clause 4.12 is being complied with
4.12.9 From time to time on reasonable demand during the Term to furnish the
Landlord with particulars of any derivative interest of or in the
Demised Premises including particulars of the rents payable in respect
thereof and such copy documents as the Landlord may reasonably require
in respect thereof
4.12.10 Not to grant any sub-lease for a term in excess of 5 years and not to
grant any sub-lease which is not excluded by agreement of the
sub-tenant from the security provisions of Part II of the 1954 Act
4.13 Registration of Dealings
4.13.1 Within twenty eight days after its date to provide the Landlord's
solicitors with a true copy of every assignment charge sub-lease or
document 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
4.13.2 To include in every sub-lease of the Demised Premises or any part
thereof a covenant by the sub-lessee to register such documents as are
described in paragraph 4.13.1 with the solicitors for the Landlord
under this Lease in the manner described and to take all necessary
steps to enforce such covenant
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 xxxxxx 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
16
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 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 Tenant's 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
4.15.1 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 xxxx 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
17
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
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
18
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
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 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 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 or through the Demised Premises and in
particular but without prejudice to the generality of the
foregoing to keep the staircases and emergency exits to the
building clear at all times
(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
19
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 a private
motor vehicle 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
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
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
20
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 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
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 but not so as to oblige the Tenant to install
or pay for any water sprinkler or other similar system
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
21
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 and cost 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 anything on or in connection with the Demised Premises the
doing 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 and cost of the Landlord to make or join in making such
reasonable objections or representations in respect of any such
proposal as the Landlord may reasonably require
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 and which relates
to the Tenant's use and occupation of the demised premises
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
the Tenant shall forthwith make such provision as is just and
equitable for the Landlord to receive its due benefit from such
compensation
22
4.25.7 not without the Landlord's previous consent in writing not to be
unreasonably withheld or delayed 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
At all times to afford to the Landlord such reasonable facilities and
assistance at the cost of the Landlord as may be reasonably necessary
to enable the Landlord to prevent anyone acquiring any right of light
or other easement over the Demised Premises
4.27 Costs
To pay to the Landlord all proper costs charges and expenses
(including bailiff's commission and professional adviser's costs and
fees) 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 Xxx 0000 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 but is so unreasonably withheld or is proffered
subject to unreasonable qualification or condition)
4.28 VAT
4.28.1 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 Valued Added Tax Xxx 0000 or any
23
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
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 Sixth 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 any act omission or 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
of this Lease
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
24
to indemnify and keep the Landlord indemnified in respect of all
liability arising from any failure by the Tenant so to do
4.32 Interest during Breach of Covenant
In the event of:-
4.32.1 There being any 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 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
If the Tenant shall at any time be in possession of keys to the gates
giving access to the Mews to take all steps necessary to preserve the
security of the Mews and to keep the Landlord fully and effectually
indemnified in respect of any loss arising from any breach of this
sub-clause
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 right of way 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
25
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
5.2.1.3 for the following sums:
- such sum as the Landlord shall from time to time be advised by the
Surveyor as being the full cost of rebuilding and reinstatement of the
mews 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 mews 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 or the means of access
thereto 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
26
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 loss
of Rent and Service Charge) in rebuilding reinstating replacing and
making good the Demised Premises or the part or parts thereof or the
means of access thereto 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 Fifth
Schedule hereto in accordance with the 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 or a Guarantor (or any one party included within the
definition of the Tenant or Guarantor) is a company and effects a
return or reduction of capital 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:
27
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 Xxx 0000 (referred to as "the Act" in the remainder of this
Clause) or
6.2.1.2 a proposal is made for a voluntary arrangement under Part 1 of the Act
or
6.2.1.3 a petition is presented for an administration order 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 proposal is made for a scheme of arrangement under Section 425 of
the Companies Xxx 0000 and
5.2.2 in relation to an individual that:
6.2.2.1 an application is made for an interim order or a proposal is made for
a voluntary arrangement 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 or the means of access
thereto 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 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 and 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 or until the expiration of the Loss
of Rent Period (whichever is the shorter period) and any dispute
concerning this sub-clause shall be referred to arbitration in the
manner specified in clause 7
28
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 be 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 6.4 or
has been 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 to any
extent and in any manner desired and to use any such buildings and
erections 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 provided no material interference is caused to
the Tenant's use and occupation of the Demised Premises and in such
manner as to cause as little interference inconvenience or damage as
reasonably possible to the Tenant its business 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
29
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 or the Landlord or its Agents is negligent or in default of
its obligations under the terms of this Lease 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
6.8 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 in the Demised Premises for more than 10 working days the
Landlord shall have 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 Service of Notices
Save as herein expressly provided to the contrary Section 196 of the
Law of Property Xxx 0000 as amended by the Recorded Delivery Service
Xxx 0000 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 given to or served on the company or corporation
at its registered office
6.10 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
30
6.11 Exclusion of liability
6.11.1 In this Clause:-
6.11.1.1 "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
6.11.1.2 "Breach" means any breach by the Landlord of the Landlord's
Obligations or any of them
6.11.2 No personal liability shall attach to the Receivers in respect of any
Breach whenever occurring
6.11.3 The Tenant waives and releases the Receivers from any personal
liability under or in respect of his lease which might arise by virtue
of section 37(1) and (3) of the Insolvency Xxx 0000 or otherwise
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. GUARANTEE
The Guarantor covenants with the Landlord and (without the need for
any express assignment) with its successors in title in the terms
specified in the Sixth Schedule
10. BREAK RIGHT
The Tenant may determine the Term upon service upon the Landlord of
not less than six months prior written notice to that effect
31
expiring on 24th March 1998 and upon payment on the sum of
(pound)12,300 (excluding VAT) which payment shall be made upon
service of the notice (time to be of the essence of this clause 10)
IN WITNESS whereof this Deed has been duly executed
32
THE FIRST SCHEDULE
Rights Benefitting the Demised Premises
The Landlord grants to the Tenant and where necessary and appropriate its
sub-lessees 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
Demised 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 five private motor vehicles in the underground car
park of the Mews in the spaces 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)
6. The right in case of emergency only at all times of the day or night
for the Tenant its employees visitors licensees and customers to pass
over and through the areas shown hatched green on Plans No 1A and 1B
including the fire escape staircase therein
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
33
1. The free and uninterrupted passage and running of water soil gas
electricity and other services and facilities 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)
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 or which 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
34
the access of light and air to the Demised Premises provided that no
material interference is caused to the Tenant's use and occupation of
the Demised Premises
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
The covenants and other matters (other than financial charges) contained or
referred to in the registers of title numbers NGL181789 and NGL648550 so far as
the same still subsist and are capable of being enforced and affect the Demised
Premises
THE FOURTH 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 such date being hereinafter referred
to as the "Relevant
35
Review Date"
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 (but with the rights to
sublet as permitted by clause 4.12 hereof) with
vacant possession on the Relevant Review Date by a
willing landlord to a willing tenant without any
fine or premium for a term of years equivalent to
the then residue of the Term or a term of 10 years
but commencing on the Relevant Review Date with
provisions similar to those contained herein for
review of the Rent at the expiration of each
period of 5 years calculated from the Relevant
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 and the Landlord'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
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
36
(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
(d) the value of any rent free period or concession or discount
as to the rent or any financial inducement or advantage
which the willing landlord and willing tenant might
reasonably agree as a term of the grant and acceptance of a
tenancy
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 the Relevant 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
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 Relevant Review Date the Landlord and the
Tenant shall not have agreed on the New Rent payable from the Relevant
Review Date the Landlord 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 and
shall state whether he is to be an
37
arbitrator or an expert
3.2 If two months after the Relevant Review Date the Landlord and the
Tenant shall not have agreed on the New Rent payable from the Relevant
Review Date and the Landlord shall not have required the Third Party
to be appointed to determine the Open Market Rent then the Tenant may
require the Third Party to be appointed and the Landlord shall state
whether he is to be an expert or an arbitrator within one month of the
Tenant notifying the Landlord of its requirement to appoint the Third
Party
4. If the Landlord specifies that 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 Relevant 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
38
determined in writing and within 5 working days thereafter the Tenant
shall pay to the Landlord an amount equal to the difference between
the New Rent and the rent actually paid for the period since the
Relevant Review Date together with interest on each installment of
such difference at the rate equal to Barclays Bank PLC's Base Rate
from time to time from the Relevant 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 Fourth Schedule
time shall be deemed not to be of the essence
10. If on any Relevant Review Date there shall be in force any Act which
shall restrict interfere with of 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 Relevant Review Date Provided That this clause
shall not allow a review of the Rent more than once during the Term
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
FIFTH SCHEDULE
The Service Charge
1. In this Schedule
(a) "the Expenditure" means all expenses and outgoings 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
39
(b) "the Tenant's Proportion" means the proportion properly
attributable to the Demised Premises as reasonably
determined from time to time by the Surveyor
(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. The basic Service Charge shall be the yearly sum specified in item
1.11 of the Particulars or such other yearly sum as the Landlord's
Surveyor may from time to time at his discretion determine as being
fair and reasonable and notify in writing to the Tenant
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 said 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
Landlord or the Surveyor shall from time to time specify at the
Landlord's or the Surveyor's discretion to be fair and reasonable
PROVIDED THAT subject and without prejudice to the foregoing
provisions the amount of the total of the Advance Payments for the
Landlord's financial year current at the date of the grant hereof
("Landlord's current financial year") shall be deemed to be the sum
set out in item 1.11 of the Particulars of which the Tenant shall pay
the amount therein specified being 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 any amount which may have been overpaid by the Tenant by
way of Advance Payment 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 properly incurred by the Landlord:-
Definitions
4.1 "Structure" means:-
40
(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 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) standby generators
and boilers and items relating to mechanical ventilation heating
cooling public address and closed circuit television systems used in
common by the tenants of the mews but excluding lifts lift shafts
machinery or equipment relating thereto
5.1 The upkeep repair 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 xxxxxx
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 and the glass contained therein
5.1.6 the landscaping maintenance and renewal of any landscaped
41
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 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 reasonable and proper 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 may be reasonably 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 the common parts
5.10 The cost of any interest and fees in respect of money borrowed to
finance the provisions of the Services
42
5.11 Such provision (if any) for anticipated expenditure in respect of any
of the Services as the Landlord shall in the interests of good estate
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
employed or retained by the Landlord for (or in connection
with) such surveying or accounting functions or the
management of the mews
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
5.12.2.2 the collection of the Service Charge 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 the said
Landlord's insurance 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 save in respect of costs incurred by the
Landlord in connection with an application for consent to demolish or
redevelop the Mews other than in accordance with the Landlord's
Obligations contained in Clause 5 of this Lease
6. 50% of the cost of maintaining cleaning planting and landscaping the
area shown hatched green on the Plans No 1A and 1B
43
7. 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
8. 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 two months after delivery of a statement the vouchers and receipts
for items included in it
THE SIXTH SCHEDULE
Form of Guarantee required for clauses 4.12
and 4.29 [and clause 9]
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: -
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 Xxx
0000 Section 146 have been entitled) to re-enter the Demised Premises
44
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 Xxx 0000 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
SIGNED as a Deed for and on behalf )
of ORLINWORTH PLC by XXXXXXX ) /s/ XXXXXXX XXXXXX-XXXXXX
XXXXXX-XXXXXX under the )
Legal Charge dated 30 June 1987 ) /s/ Xxxx X Xxxxxxx
and 15 November 1989 in favour of )
Gamlestaden Plc in the presence of:-
XXXX X Xxxxxxx
00-00 Xxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
SIGNED as a Deed for and on behalf )
of ORLINWORTH PLC by IAIN ) /s/ XXXX XXXXXXX
XXXXXXX under the Legal Charge )
dated 30 June 1981 and 15 November ) /s/ Xxxx X Xxxxxxx
1989 in favour of Gamlestaden Plc )
in the presence of:-
XXXX X Xxxxxxx
ABOVE
45
VAE/ID.535
Xxxx 00, Xxxxxxx Xxxx, Xxxxxx Xxxx, Xxxxxx X00
ANNEXURE A
Roofs
1. Rebed loose and defective lead counterflashings.
2. Ensure valley gutters are clear of all debris and provide caps to outlets
to prevent blockages.
3. Refix loose bolts and plug old drill holes to aluminium profile claddings
to parapets.
4. Obtain Landlord's observations on possible damage to structural concrete
member where soil pipes pass through and remedy as necessary.
External Drainageware
5. Remove all debris from pvc gutter.
Walls
6. Reinstate missing or defective mastic seals between glazing frame and
brickwork paying particular attention to rear elevation.
7. Provide and install mastic joint to the vertical joint between new
brickwork and old flank wall of warehouse unit to front elevation.
Windows
8. Repair and replace where necessary defective, broken and failed glazing
units. In the event that the glazing units disintegrate to an unacceptable
level (in the reasonable opinion of the Tenant), the Landlord will replace
the same at no cost to the Tenant. The Tenant shall have no responsibility
whatsoever for the repair maintenance or replacement of the glazing units.
9. Ease and adjust ironmongery to doors and ensure all doors opening and
closing freely.
10. Replace any defective and rusting screws to door openings.
11 Ease and adjust windows where not opening and closing freely or catches
stuck, save that the windows in the central corridor at ground floor level
shall be fixed shut.
12. Reinstate new nylon bushes between catches and window frames where broken.
External Areas
13. Carry out repairs to damaged creasing courses and brickwork to all brick
structures to the front of the subject premises (see attached photos).
14. Install weep holes to all raised planters.
15. Clean out xxxx, lichen and vegetable growth from all bedding joints to
brick and concrete payers.
16. Clear debris from old flank wall, confirm route of downpipes and ensure
that they are connected to main drains or adequate soakaway.
17. Make good/reinstate bolts to escape staircase/xxxxxxx.
The Services
18. Locate main stopcock for building.
19. Clean WCs.
20. Remedy any weeping of radiator joints and have system tested and balanced,
Finishes
21. Clear out all service voids.
22. Carry out patch repairs to wall tiling.
23. Carry out repairs to alleviate and redecorate damp affected areas on
internal surface of flank wall.
[GRAPHIC]
Annexure A - Item 13
[GRAPHIC]
Annexure B - Item 1
[GRAPHIC]
Annexure B - Item 2
[GRAPHIC]
Annexure B - Item 2
[GRAPHIC]
Annexure B - Item 3
[GRAPHIC]
Annexure B - Item 4
Xxxx 00, Xxxxxxx Xxxx, Xxxxxx Xxxx, Xxxxxx X00
ANNEXURE B
1. There are localised areas of defective pointing and retained steel fixings
in parapets (see attached photos).
External Drainageware
2. Exposure of boxed in rainwater downpipes to offices on party wall to
remedy any blockages or leaks together with the cutting out or forming of
rodding access to the pipes or the boxing and consequential work (see
attached photos).
3. There are defective areas of brickwork, pointing and render on exposed
flank wall adjacent to Blythe Road (see attached photos).
Finishes
4. There are existing areas of cracking to internal face of flank wall to
Blythe road (see attached photos).
5. In the event that there is no insurance cover in place or the Landlord
cannot obtain insurance cover in relation to the risks of subsidence,
heave and landslip for the Mews, the Tenant shall not be liable for any
defects, repairs, renewals, maintenance or any other matters or costs
(whether by way of the Service Charge or otherwise) arising either
directly or indirectly from any such subsidence, heave or landslip
suffered in any part or parts of the Mews (including the Demised Premises)
