EXHIBIT 10.1
DATED 10th October 1988
UNIQUE JEANS LIMITED
- to -
HULTON PICTURE COMPANY LIMITED
-and-
MR. B. DEUTSCH
----------
LEASE
re: 00/00 Xxxxxxxxx Xxxxx,
Xxxxxx, X.0.
----------
00/00 Xxxxxxxxx Xxxxx X.0.
Xxxxxx Xxxxx
Not To Scale
For Identification Purposes Only
[FLOOR PLAN]
THIS LEASE is made the Tenth day of October One thousand nine hundred and
eighty-eight, BETWEEN UNIQUE JEANS LIMITED whose registered office is situate at
00/00 Xxxxxxxxx Xxxxx Xxxxxx X.0. (hereinafter called "the Landlord of the first
part HULTON PICTURE COMPANY LIMITED whose registered office is situate at 00/00
Xxxxx Xxxxxx Xxxxxx X0X 0XX (hereinafter called "the Tenant") of the second part
and XXXXX XXXXXXX of Flat ( ) Xxxxx Xxxxxx Xxxxxx X.X.0. (hereinafter called
"the Guarantor") of the third part
NOW THIS DEED WITNESSETH as follows:
1. IN these presents where the context so admits the following definitions
shall apply:
(A) "the Landlord" includes the person for the time being entitled to the
reversion immediately expectant on the term hereby granted
(B) "the Tenant" includes the successors and assigns of the Tenant
(C) Any reference to any Act of Parliament includes any modification or
re-enactment thereof for the time being in force and every instrument
order direction regulations bye-law permission licence consent
condition scheme and other such matter made in pursuance of any such
Act
(D) If the Tenant or any guarantor for the Tenant shall at any time be more
than one person any reference to the Tenant or such guarantor shall
include a reference to each such person and any obligation on the part
of the Tenant or such guarantor shall take effect as a joint and
several obligation
(E) Words importing the singular shall include the plural and vice versa
and words importing persons shall include Corporations and vice versa
and words importing the masculine gender shall include the feminine
gender and vice versa
(1)
(F) "the Term" means the term of years hereby created and any statutory
continuation thereof
(G) "these presents" means this Lease and any document which is
supplemental hereto or which is expressed to be collateral herewith or
which is entered into pursuant to or in accordance with the terms
hereof
2. IN consideration of the rents and covenants on the part of the Tenant
hereinafter reserved and contained the Landlord HEREBY DEMISES unto the Tenant
ALL THAT the premises more particularly described in the First Schedule hereto
(hereinafter referred to as "the demised premises") EXCEPT AND RESERVING as
mentioned in the Second Schedule hereto TO HOLD the same subject to all rights
easements quasi-easements and privileges to which the demised premises are or
may be subject including but without prejudice to the generality of the
foregoing all matters contained or referred to in the Entries on the Register of
the Landlord's Title Number NGL 220299 at H.M. Land Registry and subject to and
with the benefit of an Agreement dated the 20th day of August 1986 between the
Inner London Education Authority (1) and Legal and General Assurance Society
Limited (2) (hereinafter called "the Agreement") unto the Tenant for a term of
TWENTY-EIGHT YEARS (determinable as hereinafter provided) commencing on the
Twenty-ninth day of September One thousand nine hundred and eighty-eight
YIELDING AND PAYING THEREFOR during the term and proportionately for any less
time than a year FIRST the clear yearly rent of ONE HUNDRED AND SIXTY THOUSAND
POUNDS ((pound)160,000.00.) per annum (subject to variation as hereinafter
mentioned) to be paid in advance by equal quarterly payments on the usual
Quarter Days in every year clear of all deductions whatsoever the first of such
payments in respect of the period from the Twenty-ninth day of September One
thousand nine hundred and eighty-eight until the Twenty-fifth day of December
One
(2)
[SITE PLAN]
thousand nine hundred and eighty-eight to be made on the Twenty-ninth day of
September One thousand nine hundred and eighty-eight AND SECONDLY by way of
additional rent on demand all sums which the Landlord may from time to time pay
for insuring and keeping insured the demised premises and effecting such other
insurance as the Landlord may consider to be appropriate in accordance with the
terms of these presents and in respect of insurance against loss of rent
effected by the Landlord pursuant to the terms of these presents
3. THE Tenant HEREBY COVENANTS with the Landlord in manner following that
is to say:
(1) To pay the yearly rents hereinbefore reserved on the days and in manner
aforesaid
(2) To pay and discharge all rates taxes assessments outgoings and
impositions whatsoever (whether imposed by statute or otherwise and
whether of a national or local character and whether or not of a
capital or non-recurring nature and even though of a wholly novel
character) now or at any time hereafter assessed or charged on the
demised premises or part thereof or payable by the owner or occupier in
respect thereof (except any tax payable by the Landlord as a direct
result of a dealing by the Landlord with its reversionary interest in
the demised premises or the receipt by the Landlord of the said yearly
rent) and in the event of such outgoings being assessed on the demised
premises or the common parts or service areas or other property used
jointly by the Tenant and others to pay a fair proportion thereof to be
decided by the Landlord or its Agent in their absolute discretion (save
in case of manifest error) and to keep the Landlord indemnified in
respect of any outgoings which are the responsibility of the Tenant
hereunder
(3)
(3)(A) To pay for all gas water electricity and other services consumed or
used on the demised premises
(B) To observe and perform all covenants and restrictions affecting the
demised premises as the same are contained or referred to in the
Landlord's Title at H.M. Land Registry and to indemnify the Landlord
against any breach or non-performance thereof
(C) To observe and perform the obligations on the part of the Licensee as
defined by and contained in the Agreement and to indemnify the Landlord
against any breach or non-performance thereof and not to do anything
which may result in the Agreement being terminated and without
prejudice to the generality of the foregoing to pay the licence fee
referred to therein on the due date specified for payment in the
Agreement
(4) To pay to the Landlord on demand by way of additional rent a fair
proportion of the costs and expenses in respect of repairing decorating
cleansing and lighting and providing services to all ways roads
pavements yards sewers drains pipes cables party boundary and other
walls or fences or other structures or services or the appurtenances
thereto or any other matters of any kind used or capable of being used
by the demised premises whether exclusively or in common with other
persons or premises and the cost of complying with all Acts of
Parliament and other statutory requirements relating to the demised
premises and other premises and common parts and services as aforesaid
and the cost of employing necessary staff and/or managing agents to
carry out or supervise the carrying out of such works as aforesaid and
in the event of any dispute in respect of such matters such proportion
shall be conclusively determined by the Landlord's Surveyor who shall
act as an expert and not as an arbitrator and whose decision as to all
matters of fact (save as to manifest error) shall be final and binding
on the Tenant
(4)
(5)(A) In every fifth year of the term and in the last six months thereof but
not more than twice in any period of two consecutive years howsoever
determined to decorate the inside of the demised premises including all
the inside wall and iron or other metalwork and all walls and ceilings
forming part thereof with three coats of good quality paint or polish
and with paper for those parts normally papered or other suitable and
appropriate materials of good quality in a proper and workmanlike
manner and to the reasonable satisfaction of the Landlord or its Agents
such decorations in the last six months of the said term to be executed
in such colours patterns and materials as the Landlord may reasonably
and properly require and the Tenant shall at the same time as every
interior decoration as aforesaid wash down all tiles faiences glazed
bricks and similar washable surfaces of the demised premises
(B) In every third year of the term and in the last six months thereof (but
not more than twice in any period of two consecutive years howsoever
determined in a proper and workmanlike manner to prepare and paint all
the outside woodwork metal stone stucco cement and other work at the
demised premises usually or required to be painted with three coats of
good quality paint and as often as may be reasonably necessary to clean
repoint and repaint and treat in a suitable manner for its maintenance
in good condition all the outside hardwood metal brickwork and polished
stonework and to wash all tiles glazed bricks and similar washable
surfaces Provided that the painting and redecorating hereinbefore
referred to in the last six months of the term shall be in the colour
and/or colours previously approved by the Landlord in writing (such
approval not to be unreasonably withheld)
(5)
(6)(A) From time to time and at all times during the term well and
substantially to repair replace (but so that this obligation shall not
extend to the rebuilding of the whole of the demised premises) cleanse
put and keep in good and substantial and decorative repair and
condition (whatever their present condition) the demised premises and
all appurtenances thereto including (but without prejudice to the
generality of the foregoing) all shop fronts all doors and door frames
and windows and window frames and skylights and locks latches and
fasteners and all wires pipes cables cisterns sewers sanitary apparatus
electric gas drainage or water systems and other services situate
within the boundaries of the demised premises and whether or not
serving the same and all plant and machinery forming part of the
demised premises and all such other services as aforesaid exclusively
used by or serving the demised premises and the Landlord's fixtures and
fittings belonging to the demised premises of whatsoever nature and to
put and keep in good and substantial repair and condition and to keep
properly cultivated (as the case may be) all roads parking areas and
other land and facilities forming part of the demised premises (damage
by fire or other risks insured against by the Landlord excepted save to
the extent that the policy or policies of insurance effected by the
Landlord shall be rendered void or payment of the insurance monies
thereunder be refused in whole or in part by reason of or arising out
of any act omission neglect or default by or on the part of the Tenant
or any of its agents licensees or invitees) and to replace all missing
keys and renew all washers to taps and ball valves (if any) as and when
necessary and to keep all water pipes and water fittings to the demised
premises protected from frost leakage or other occurrences and as and
when necessary to
(6)
clean and treat in an appropriate manner to the reasonable satisfaction
of the Landlord's Surveyors all materials surfaces and finishes of the
demised premises and all doors and windows and window frames therein
which ought normally to be so cleaned and treated
(B) To clean the windows of the demised premises at least once in every
month during the term
(7) During the continuance of the term to keep the glass in the windows of
the demised premises clean and the plate glass (if any) insured against
damage in a responsible office approved by the Landlord in the joint
names of the Landlord and the Tenant and whenever required to produce
to the Landlord the policy and the receipt for the last premium in
respect of such insurance and in case of destruction of or damage to
the plate glass windows to lay out the monies received in respect of
such insurance in reinstating the same with glass of a quality and
thickness which is in no way inferior to that used at present and in
case such monies shall be insufficient for that purpose to make good
the deficiency Provided that if such reinstatement shall be prevented
or frustrated (whether as to the whole or as to part) all such
insurance monies relating to the reinstating so prevented or frustrated
shall belong to and shall be paid by the Tenant to the Landlord
together with the amount of such deficiency in default of agreement
between the Landlord and the Tenant as to the amount of such deficiency
the matter shall be referred to arbitration in accordance with the
provisions of Clause 5(7) below
(7)
(8) At the end or sooner determination of the term hereby granted to yield
up the demised premises (Tenant's fixtures and fittings belonging to
the Tenant only excepted and subject to the Tenant making good all
damage to the demised premises resulting from the removal thereof)
repaired and kept in conformity with the Tenant's covenants in that
respect herein contained
(9) To permit the Landlord and its servants or agents at all reasonable
times during normal business hours and by prior appointment with (save
in case of emergency) the Tenant to view the demised premises with
others and to enter into and examine the condition thereof and take a
schedule of fixtures therein and in case any defects disrepair removal
of fixtures or unauthorised alterations or additions or other breach of
covenant shall then be found for which the Tenant is liable under the
terms of these presents the Tenant will upon written notice thereof
commence and diligently proceed to execute all repairs works
replacements or removals required within two months after any such
notice to the reasonable satisfaction of the Landlord or its Surveyor
and in case of default it shall be lawful for workmen or agents of the
Landlord to enter into the demised premises and execute such works
replacements or removals and all expenses incurred thereby together
with interest thereon as hereinafter provided from the date of
expenditure shall on demand be paid by the Tenant to the Landlord and
shall be recoverable as if the same were rent in arrear
(10) Not to damage or use the demised premises in any manner so as to cause
any nuisance damage or annoyance to any neighbouring or adjoining
property of the Landlord and to keep the demised premises in a clean
and tidy condition and not to cause or permit any obstruction or damage
to any gutters drains sewers or pipes
(8)
in or serving the demised premises and in the event of such obstruction
or damage forthwith clear or to make good the same to the reasonable
satisfaction of the Landlord
(11) Not to effect any insurance of the demised premises or the Landlord's
fixtures and fittings therein and without prejudice to the generality
of the foregoing to pay forthwith to the Landlord or if the Landlord so
requires to apply in making good the loss or damage in respect of which
the same shall have been received all monies becoming payable to the
Tenant under any insurance of the demised premises or any part thereof
(12) That nothing shall be done on the demised premises which may increase
the premium payable for the insurance of the demised premises or which
may make void or voidable any policy for such insurance and forthwith
upon the happening of any event or thing against which insurance has
been effected as herein provided to give notice thereof to the Landlord
(13) If the payment of any monies due under any insurance policy effected by
the Landlord pursuant to the terms of these presents shall be withheld
in whole or in part as a result of any act neglect or omission on the
part of the Tenant or any agent servant licensee or invitee of the
Tenant or any person holding through or under the Tenant or if the
insurance monies received under any such policy shall as a result of
any act statement default or omission of the Tenant or any agent
servant licensee or invitee of the Tenant or any person holding through
or under the Tenant be insufficient to make good any damage to or
destruction of the demised premises or any part thereof the Tenant
shall make up such deficiency out of its own money
(9)
(14) At the Tenant's cost to comply in all respects with and do anything
required under all Acts of Parliament both present and future so far as
they may in any respect affect the demised premises or the use thereof
or the employment or residence therein of any person or the use of any
plant machinery fixtures or chattels therein and to execute any works
and do anything required to be executed or done (whether by the
Landlord or the Tenant) thereunder by any competent person and to
indemnify the Landlord against all liability and expense whatsoever
arising out of or in connection with such enactment or of or incidental
to the execution of such works or things
(15) Not at any time during the said term to do or permit to be done on or
about the demised premises or any land or premises of the Landlord
which is not comprised in the demised premises any act or thing by
reason of which the Landlord may under any enactment incur or have
imposed upon him or become liable to pay any penalty damages
compensation fees costs charges or expenses
(16) In connection with the Defective Premises Xxx 0000 or any legislation
modifying amending or replacing the same to:-
(A) Notify the Landlord immediately in writing of any defect in the
demised premises
(B) Indemnify the Landlord against any claims proceedings demands
and the costs and expenses incurred thereby by reason of the
Tenant's failure to give such notice
(17) Upon receipt of any notice order direction or other thing from a
competent Authority affecting or likely to affect the demised premises
whether the same shall be served directly upon the Tenant or whether
the original or a copy thereof shall be received from any underlessee
or other person whatsoever as soon as possible to deliver a copy
thereof to the Landlord and at the
(10)
cost of the Tenant to join with the Landlord in taking such steps in
relation thereto and complying therewith or raising such objections
thereto at the joint cost of the parties as the Landlord shall from
time to time reasonably think fit
(18)(A) In this subclause the following expressions bear the following meanings
namely:
"the Planning Acts" mean the Town & Country Planning Acts 1962 to 1972
or any statutory modification or re-enactment thereof for the time
being in force and any regulations or orders made or having effect
thereunder
"Planning Permissions" mean any permission consent or approval given or
deemed to be given under the Planning Acts and "development" bears the
same meaning as in the Planning Acts
(B) At all times during the said term to comply in all respects with the
provisions and requirements of the Planning Acts and of all Planning
Permissions so far as the same respectively relate to or affect the
demised premises or any part thereof or any operations works acts or
things already or hereafter to be carried out executed done or
committed thereon or the use thereof for any purpose
(C) During the said term so often as the occasion shall require at the
expense in all respects of the Tenant to obtain all such Planning
Permissions and serve all such notices as may be required for the
carrying out of any operations on the demised premises or in the
institution or continuance thereof of any use thereof which may
constitute development but so that:
(i) No application for Planning Permission shall be made without the
previous written consent of the Landlord (such consent not to be
unreasonably withheld)
(11)
(ii) The Tenant shall within seven days after the service by the
Tenant of any Notice under the Planning Acts deliver a copy
thereof to the Landlord
(D) Subject only to any statutory direction to the contrary to pay and
satisfy any charge or levy that may hereafter be imposed under the
Planning Acts in respect of the carrying out or maintenance of any such
operation or the institution or continuance of any such use as
aforesaid
(E) Notwithstanding any consents which may be granted by the Landlord under
these presents not to carry out or make any alteration or addition to
the demised premises or any change of use thereof (being an alteration
or addition or change of use which is prohibited by or for which the
consent of the Landlord is required to be obtained under these presents
and for which a Planning Permission needs to be obtained) before all
necessary notices under the Planning Acts in respect thereof have been
served or before all such notices and all such necessary Planning
Permissions have been produced to the Landlord and in the case of a
Planning Permission acknowledged by it in writing as satisfactory to it
but so that the Landlord may refuse so to express its satisfaction with
any such Planning Permission on the grounds that any condition
contained therein or anything omitted therefrom or the period thereof
might in the reasonable opinion of the Landlord or its Surveyor be
prejudicial to its interest in the demised premises whether during the
said term or following the determination or expiration thereof
(F) Unless the Landlord shall otherwise direct to carry out and complete
before the expiration or sooner determination of the said term:
(12)
(i) Any works stipulated to be carried out to the demised premises
by a date subsequent to such expiration or sooner determination
as a condition of any Planning Permission granted for any
development begun before such expiration or sooner determination
and
(ii) Any development begun upon the demised premises in respect of
which the Landlord shall or may be or become liable for any
charge or levy under the Planning Acts
(G) If and when called upon so to do to produce to the Landlord or its
Surveyor all such plans and documents and other evidence as the
Landlord may reasonably require in order to satisfy itself that the
provisions of this covenant have been complied with in all respects
(19)(A) To comply with all requirements of the appropriate Authority in
relation to means of escape from the demised premises in case of fire
and to indemnify the Landlord against all actions proceedings costs
claims expenses damages losses and demands howsoever occasioned to the
Landlord in respect of such matters and to comply with the requirements
of the Landlord's Insurers
(B) To keep installed in compliance with legal requirements fire fighting
and extinguishing apparatus open to the inspection of the Landlord and
not to obstruct or permit or suffer to be obstructed the access to or
means of working the same
(20) Not to give any acknowledgement that the Tenant enjoys the access of
light or air to any windows or openings of the demised premises by the
consent of any third party nor to pay any money or give any other
consideration to any third party nor to enter into any agreement with
any third party for the purpose of inducing or binding any third party
to abstain from obstructing the access of light or air to any windows
or openings and that no
(13)
window or light belonging to the demised premises shall be stopped-up
darkened or obstructed and that no new window light opening doorway
path passage drain or other encroachment or easement shall be made or
acquired on or against or affecting the demised premises and if any
such matters as aforesaid shall be made or acquired or attempted to be
made or acquired to give immediate notice thereof to the Landlord and
at the Landlord's reasonable request at the joint cost of the Landlord
and the Tenant to adopt such means and take such proceedings as may
reasonably be required for preventing any such encroachment or the
acquisition of any such easement
(21)(A) To permit the Landlord and its Agent and all others authorised by it
(including any mortgagee or prospective mortgagee or purchaser of any
reversionary interest during the term) with or without workmen and
others at all reasonable times during normal business hours during the
term by prior appointment with the Tenant (save in emergency) to enter
upon the demised premises for any lawful purpose and in particular in
order to inspect and measure the same and ascertain how the same is
being used and occupied and to estimate the value thereof for insurance
and mortgage or other purposes and to view the state and condition
thereof and to take inventories of the Landlord's fixtures and fittings
therein and to prepare schedules of any dilapidations
(B) To permit the Landlord and its Agent and all others authorised by it
with or without workmen and others and appliances at all reasonable
times during normal business hours during the term by prior appointment
with the Tenant (except in case of emergency) to enter the demised
premises for the purpose of repairing and maintaining cleansing or
executing alterations to or upon such neighbouring or adjoining
premises of the Landlord or any part
(14)
thereof or the services therein or for the purpose of erecting new
buildings or structures of any kind thereon or for the purpose of
executing and doing any such repairs and other works in or about the
demised premises the person exercising such right making good as soon
as possible all damage thereby occasioned to the demised premises
(C) To permit the Landlord and its Agents and all others authorised by it
with or without workmen and appliances to enter during normal business
hours by prior appointment with the Tenant (save in case of emergency)
on the demised premises and to carry out such works thereon and thereat
in order to prevent a forfeiture of any Superior Lease for the time
being affecting the demised premises or any part thereof and to
exercise any rights hereby excepted and reserved and in the event of
any of the works carried out by the Landlord pursuant to this clause
being the responsibility of the Tenant hereunder the Tenant will on
demand repay to the Landlord any monies expended in the carrying out of
such works together with interest thereon at the rate hereinafter
specified
(D) To permit the Landlord and its Agent and all those authorised by it by
prior appointment with the Tenant at any time within six months before
the expiration or sooner determination of the term and at any time
during the term by prior appointment with the Tenant in the event of
the Landlord wishing to dispose of its interest in the demised premises
to enter the demised premises and affix to any suitable part thereof
noticeboards or bills for re-letting or disposing of the same PROVIDED
the said noticeboards or bills also indicate that the Tenant's business
is not affected thereby and PROVIDED FURTHER that they do not
materially adversely affect the Tenant's enjoyment of light and
(15)
air and not to remove or obscure the same and to permit all persons by
order in writing of the Landlord or its Agent to view the demised
premises by prior appointment with the Tenant
(22) That no alteration or addition shall be made to the electrical
installation of the demised premises save in accordance with the terms
and conditions laid down by the Institution of Electrical Engineers and
the regulations of the Electricity Supply Authorities
(23) That no additional building or erection shall be placed or erected on
any part of the demised premises. That no alteration improvement or
addition structural or otherwise shall be made in or to the demised
premises and not to cut maim divide or remove any part of the demised
premises and not to merge the demised premises with any adjoining
premises and forthwith on notice being given by the Landlord in that
behalf to remove any alterations or additions or other such things
and/or to reinstate the demised premises to their former state and
condition PROVIDED THAT if the Tenant shall first enter into such
covenants with the Landlord as the Landlord may reasonably require with
regard to the execution of any such works being only internal works of
a non-structural nature or the erection and removal of internal
demountable partitions and the reinstatement of the demised premises at
the end or sooner determination of the term (however the same may be
determined) then subject to the previous consent in writing of the
Landlord such consent not to be unreasonably withheld in accordance
with drawings and specifications previously submitted to and approved
in writing by the Landlord or its Surveyor such approvals not to be
unreasonably withheld the Tenant may carry out such works as aforesaid
(16)
(24) That no aerial pole mast sign fascia placard xxxx notice or other
notification whatsoever shall be placed or affixed on or to the outside
of the demised premises or on the inside so as to be visible from the
outside unless the prior written consent of the Landlord such consent
not to be unreasonably withheld shall first have been obtained and on
the expiration or sooner determination of the term on being requested
by the Landlord to remove such matters as aforesaid and to make good
any damage caused thereby to the reasonable satisfaction of the
Landlord's Surveyor
(25) Nothing shall be done brought permitted or kept on the demised premises
of a dangerous inflammable noxious or offensive nature or the keeping
or allowing of which may at Law constitute a nuisance or require the
licence or consent of any local or other competent Authority or which
may be or become a nuisance damage annoyance or inconvenience to any
person or which may in the Landlord's reasonable opinion be injurious
to the value tone amenity or character of the demised premises and that
no dust fumes smell vibration or noise will be created which would be a
nuisance or annoyance to or injurious to local amenity or to any
adjoining or adjacent premises or buildings and not to keep any bird
animal or reptile on the demised premises and not to allow any clothing
washing or other like articles to be displayed exposed or placed in on
or outside the doors windows or other parts of the demised premises or
on any flat roof and that no drugs shall at any time unlawfully be on
the demised premises and not to allow trade empties or litter or
rubbish of any description to accumulate on or outside the demised
premises but to place all refuse and rubbish in proper receptacles
therefor and not to obstruct the common areas
(17)
(26) Not to suspend any excessive weight from the roofs or ceilings of the
demised premises and the floors of the demised premises shall not be
overloaded and that nothing shall be done or brought upon the demised
premises which may in the Landlord's opinion cause or be likely to
cause damage or strain to the floors ceilings or structure of the
demised premises and (without prejudice to the generality of the
foregoing) that no machinery shall be installed or kept on the demised
premises save that relating to the Tenant's business
(27) That the demised premises shall not be used for any illegal or immoral
purpose or for any noisy noisome or offensive trade or business nor to
hold any sale by auction or public meetings or public entertainments
(save for public exhibitions) at the demised premises nor to do
anything which may become a nuisance annoyance disturbance
inconvenience or damage to the Landlord or the owners tenants and
occupiers of adjoining and neighbouring properties nor to allow anyone
to sleep at the demised premises but to use the demised premises as a
commercial picture library to incorporate the storage collation
preservation restoration and reproduction of photographs together with
ancillary offices in relation thereto or for any purpose within Class
B.8. of the Town and Country Planning (Use Classes) Order 1987 together
with ancillary offices in relation thereto or for such other purpose
for which the Landlord's prior written consent shall first have been
obtained such consent not to be unreasonably withheld PROVIDED ALWAYS
and it is hereby agreed and declared that there is not and shall not be
implied herein any representation or any warranty or other obligation
on the part of the Landlord that such is the permitted use for the
purpose of the Planning Acts or otherwise and that no consent which the
Landlord may hereafter give to any change of use shall be or be taken
to imply any such
(18)
representation or warranty or other obligation and notwithstanding that
any use operation or thing which may be carried on from or situate upon
the demised premises may now or at any time hereafter not be permitted
under the Planning Acts or otherwise the Tenant shall remain fully
bound and liable to the Landlord under these presents without
compensation or relief of any kind
(28) Without prejudice to the generality of the foregoing the Tenant will
contribute on demand a fair proportion of the costs incurred by the
Landlord (such proportion to be conclusively determined in all matters
of fact by the Landlord's Surveyor) of the cost of supplying the
demised premises with lighting heating gas electricity and other
services where the same are not supplied direct to the Tenant by the
various statutory or other suppliers at the sole cost of the Tenant
(29)(A) Not to assign part only of the demised premises
(B) Not to assign the whole or underlet or agree to underlet share or part
with the possession or occupation or grant any licence of the whole or
part of the demised premises PROVIDED THAT while the Lease is vested in
the Hulton Picture Company Limited or in the event of a permitted
assignment to Hulton Pictures Limited the said Hulton Picture Company
Limited or Hulton Pictures Limited (as the case may be) may share
occupation of the demised premises with City Centre Cable Limited or
Hulton Picture Company Limited or Hulton Pictures Limited and/or with
any associated company of City Centre Cable Limited or Hulton Picture
Company Limited or Hulton Pictures Limited within the meaning of
Section 416 of the Income and Corporation Taxes Act 1988 and/or any
holding or subsidiary companies of the said Companies within the
meaning of Section 736 of the Companies Xxx 0000 PROVIDED THAT no
Landlord and Tenant relationship is thereby created and so that the
said City Centre Cable Limited or Hulton Picture Company
(19)
Limited or Hulton Pictures Limited or the said associated holding or
subsidiary companies shall not acquire security of tenure whether under
the Landlord and Xxxxxx Xxx 0000 (as amended) or otherwise and PROVIDED
FURTHER that such sharing of occupation shall cease on the said Hulton
Picture Company Limited ceasing to be the Tenant hereunder or in the
event of a permitted assignment to Hulton Pictures Limited of the said
Hulton Pictures Limited ceasing to be the tenant hereunder PROVIDED
FURTHER that if the Tenant shall at any time during the term desire to
assign the whole or underlet the whole of the demised premises or
underlet either that part of the demised premises which is edged in
orange on the plan annexed hereto as a whole or that part of the
demised premises which is edged in blue on the said plan as a whole
("the Permitted Part") (but so that at no time shall there be more than
one Underlease of the demised premises) and shall on each occasion
procure:
(i) that any intended assignee shall covenant direct with the
Landlord to pay the rent reserved by and to observe and perform
the covenants and conditions contained in these presents and if
the intended assignee shall be a limited liability company then
not less than two (but not more than four) of the Directors of
the same shall if the Landlord reasonably so requires act as
sureties for such company and shall (inter alia) JOINTLY AND
SEVERALLY enter into covenants with the Landlord which are
substantially in the form of the covenants on the part of the
Guarantor hereinafter contained
(ii) that any intended underlessee shall covenant direct with the
Landlord as from the date of the underlease to observe and
perform the covenants and conditions herein contained (excluding
only the covenant to pay the rents hereinbefore reserved)
(iii) that any intended underlease of a Permitted Part shall be for a
term not exceeding five years and shall be the subject of an
Order under Section 38(4) of the Landlord and Xxxxxx Xxx 0000
that the provisions of Sections 24 to
(20)
28 (inclusive) of the Landlord and Xxxxxx Xxx 0000 are thereby
excluded
(iv) that any intended assignee shall covenant direct with the
Landlord not to assign part only of the demised premises or to
assign the whole or underlet or agree to underlet share or part
with the possession or occupation or grant any licence of the
demised premises or any part thereof except in accordance with
the provisions of these presents nor without the previous
consent in writing of the Landlord as well as of the Tenant and
to pay all reasonable Solicitors' and Surveyors' fees and other
costs properly incurred by the Landlord as well as by the Tenant
in connection with any application for such consent and
(v) that no interest (howsoever remote) derived out of the term
hereby granted shall be created in respect of the whole or any
part of the demised premises upon payment of a fine or premium
or at a rent of less than the full market value which in any
event in the case of a subletting of the whole of the demised
premises shall not be less than the rent for the time being
payable under these presents and in the case of a subletting of
the Permitted Part shall be an appropriate proportion thereof
related to floor area
(vi) that the rent under any permitted underlease shall be reviewed
on such dates as may accord with current market practice and in
any event upon such dates and upon such terms and upon the basis
of such assumptions as those upon which the rent payable under
these presents falls to be reviewed as provided herein and to
the intent that the rent payable on and after any review date
until any
(21)
subsequent review date shall not be less than the highest open
market rent obtainable without taking a fine or premium and
shall in no case be less than the rent payable immediately prior
to such review or in the case of an underlease of the whole of
the demised premises less than the rent payable for the time
being hereunder or in the case of an underlease of the Permitted
Part less than the appropriate proportion of the rent payable
for the time being hereunder which shall be calculated in
accordance with the proportion which the floor area of the
Permitted Part bears to the floor area of the whole of the
demised premises
(vii) that any permitted underlease contains covenants rights and
conditions substantially in accordance to those contained in
these presents
(viii) that in any such assignment or underlease the assignee or
underlessee (as the case may be) shall covenant to produce for
registration at the office of the Landlord or as the Landlord
may from time to time direct every assignment or underlease as
hereinafter mentioned and to pay the registration fees in
respect thereof as hereinafter provided
Then the Tenant shall be permitted to assign the whole of the demised
premises or underlet the whole or the Permitted Part of the demised
premises as hereinbefore specified with the prior written consent of
the Landlord which will not be unreasonably withheld
(30) Upon making application for any written consent or approval which is
required under the terms of these presents to disclose to the Landlord
such information as the Landlord may reasonably and properly require in
relation thereto
(22)
(31) Not to permit any breach by any permitted underlessee of the terms and
conditions contained in any permitted underlease and at all times
strictly to enforce the same
(32) Within one month after any assignment mortgage charge underlease
assignment of underlease surrender or other disposition or devolution
of any interest in the demised premises to give notice thereof and
produce the relevant document or a certified copy thereof to the
Solicitors for the Landlord and to pay them a fee of Ten Pounds
((pound)10.00) or such other sum as may be reasonable at the time of
such registration for the registration thereof
(33) To pay to the Landlord on demand all reasonable costs charges and
expenses (including Solicitors' costs and Surveyors' fees) properly
incurred by the Landlord incidental to the preparation and service of a
notice and the taking of proceedings under Section 146 and Section 147
of the Law of Property Xxx 0000 and the Leasehold Property (Repairs)
Xxx 0000 (notwithstanding that forfeiture is avoided otherwise than by
relief granted by the Court) and in connection with every consent
applied for under these presents and in connection with the preparation
and service of a Schedule of Dilapidations whether during or after the
determination or the term and in connection with any proceedings
instituted against the Tenant by the Landlord consequent upon the
breach by the Tenant of any covenant or condition contained in these
presents
(34) To pay any Value Added Tax lawfully imposed upon any rent fee charge
cost or expense for which the Tenant may be liable under these presents
(35) To pay interest to be calculated from day to day at the rate of Four
per cent per annum above National Westminster Bank P.L.C. Base Rate
then prevailing upon all rent or other payments due to
(23)
the Landlord under the provisions of these presents which are unpaid
and in arrear for fourteen days with effect from the due date for
payment until the date of actual payment
(36) To indemnify the Landlord against any claims proceedings or demands and
costs and expenses incurred thereby which may be brought against the
Landlord by any servants work-people agents or visitors or licensees of
the Tenant in respect of any accident loss or damage whatsoever to
person or property howsoever caused or occurring in or upon the demised
premises
(37) To pay the Landlord's Solicitors' proper legal costs and disbursements
and Value Added Tax thereon in connection with the grant of these
presents together with the Stamp Duty on the Lease and Counterpart
(38) To indemnify the Landlord in respect of any liability incurred by the
Landlord arising out of any alterations or works carried out to the
demised premises or in respect of any interference with any rights
easements privileges or services enjoyed by any neighbouring or
adjoining premises
(39) Not to discharge or permit the discharge of any corrosive effluent or
other substances into the drains serving the demised premises and other
premises which are in any way harmful thereto
(40) In the event of the Tenant vacating the demised premises at the
expiration of the term whether by effluxion of time or otherwise then
if the Tenant shall fail to remove any property belonging to it or its
servants or licensees at such expiration then the Tenant hereby
irrevocably appoints the Landlord as its agent for the purpose of
removing and selling such property and after deducting all costs and
expenses thereby incurred the Landlord shall hold the residue of such
proceeds to the order of the Tenant but so that the Tenant shall
indemnify the Landlord
(24)
against any claim by a third party whose property shall have been sold
or removed by the Landlord in good faith
(41) If neither the Tenant nor any person claiming through or under the
Tenant shall have been in occupation of the demised premises during the
whole of the period immediately preceding the expiration or sooner
determination of the term to indemnify the Landlord against any rates
payable by the Landlord after the expiration or sooner determination of
the term through the Landlord's inability to claim void rate relief for
the maximum period which would have been allowed had the demised
premises been occupied up to the date of expiration or sooner
determination of the term
4. THE Landlord HEREBY COVENANTS with the Tenant:
(1) That the Tenant paying the rent hereby reserved and performing and
observing the covenants on the part of the Tenant hereinbefore
contained shall and may peaceably and quietly hold and enjoy the
demised premises for the term or until its determination as hereinafter
provided without any interruption by the Landlord or any person
lawfully claiming under or in trust for the Landlord
(2)(A) (Save to the extent that such insurance shall become void or payment of
the insurance monies shall be refused in whole or in part as a result
of any statement act or default or omission by or on behalf of the
Tenant or any sub-tenant or their respective servants agents or
licensees or any person under the control of the Tenant or any
sub-tenant) to keep the demised premises (including if the Landlord
shall deem it expedient boilers and hot water central heating apparatus
lifts and other plant and machinery therein and also the plate glass if
the Tenant shall
(25)
fail to comply with its obligations in relation to the insurance
thereof as hereinbefore specified) insured in such office in such name
against fire explosion aircraft riot civil commotion and malicious
persons and such other risks as the Landlord shall in its sole
discretion deem expedient so far as the demised premises are concerned
upon a full reinstatement basis to include the costs of demolition and
site clearance consequent upon rebuilding or reinstatement and of
Architects' Surveyors' and other professional fees at the usual scales
current for the time being and any Value Added Tax which may be payable
in such sum as the Landlord shall reasonably consider to be appropriate
(the Tenant to be at liberty at any time to express in writing to the
Landlord his opinion as to the amount of such sum which the Landlord
shall be bound to consider) and in respect of loss of rent for three
years and (if applicable) Value Added Tax on such loss of rent (and so
that any insurance in respect of loss of rent shall if the Landlord so
requires be calculated in respect of the period after any date upon
which the rent payable hereunder falls to be reviewed on the basis of
the rent which in the reasonable opinion of the Landlord will be likely
to be payable hereunder after such review) but so that all and any
insurance effected by the Landlord hereunder shall be subject to the
conditions and limitations imposed by the insurance company with whom
such insurance is effected
(B) Save as aforesaid to lay out any monies received under such insurance
in rebuilding and reinstating the demised premises or such part thereof
as shall be destroyed or damaged (save any monies in respect of loss of
rent or liability to third parties or loss or damage to adjoining or
neighbouring premises which shall be paid to the Landlord for its own
use and benefit) (and
(26)
subject always to the Landlord being able to obtain all such approvals
consents licences permissions and permits and all such materials and
labour as may be necessary for such rebuilding and reinstatement as to
the obtaining of which the Landlord shall use all reasonable
endeavours)
(C) If required by the Tenant (but not more often than once in any year) to
produce to the Tenant a copy of the policy of such insurance and of the
last premium receipt
5. PROVIDED ALWAYS and it is hereby agreed and declared and where
appropriate the Tenant COVENANTS with the Landlord:
(1) That if the rents or any part thereof shall be unpaid for fourteen days
after becoming due (whether lawfully demanded or not) or if there shall
be any breach non-observance or non-performance of any of the Tenant's
covenants herein contained or if the Tenant (not being a company) shall
become insolvent or bankrupt or have a Receiving Order made against him
or enter into any arrangement or composition for the benefit of
creditors or permit any execution to be levied on the demised premises
or (being a company) shall enter into liquidation (whether compulsory
or voluntary save for the purposes of amalgamation or reconstruction
without insolvency) or if a Receiver shall be appointed then and in
each and every such case it shall be lawful for the Landlord at any
time thereafter to enter upon the demised premises or any part thereof
in the name of the whole and thereupon this demise shall absolutely
determine but without prejudice to any right or right of action or
remedy of the Landlord in respect of any antecedent breach of any of
the covenants by the Tenant in these presents contained and the
Landlord may thenceforth peaceably hold and enjoy the same
(27)
(2) Nothing herein contained shall by implication of Law or otherwise
confer on the Tenant any easement right privilege licence or advantage
save as herein expressly provided over the demised premises or any
adjoining or other property now or hereafter belonging to the Landlord
and further the Landlord and any person through whom the Landlord
derives title shall be entitled to alter build rebuild or redevelop use
or otherwise deal with any such property notwithstanding that light or
air or any rights of the demised premises be thereby diminished or
otherwise prejudicially affected and notwithstanding any interference
or inconvenience thereby caused to the Tenant PROVIDED THAT the minimum
of inconvenience shall be caused to the Tenant and so that any damage
thereby caused to the demised premises will be made good as quickly as
possible to the Tenant's reasonable satisfaction
(3) The Landlord shall not be liable to the Tenant or any other person for
any accident loss or damage suffered by the Tenant or any other person
or to the demised premises or to any goods or property of the Tenant or
any other person by reason of any act or omission whether negligent or
otherwise of any servant contractor agent or lessee of the Landlord or
any other person or by reason of any breakdown bursting stoppage
leakage breakage defect of or damage to any boiler pipe appliance wires
apparatus lift plant or machinery situate in the demised premises
whether or not used for the purpose of the demised premises
(4) If the demised premises shall be so destroyed or damaged by any of the
insured risks so as to be unfit for occupation and use and provided
that the insurance of the demised premises shall not have become void
or voidable in whole or in part and shall not have been reduced as a
result of any act or omission of the
(28)
Tenant or any servant agent or licensee of the Tenant the first rent
payable hereunder or a due proportion according to the nature and
extent of the damage sustained shall forthwith cease to be payable
either until the demised premises shall be rebuilt or reinstated so as
to be fit for occupation and use or until the expiry of the period of
three years from the date of damage or destruction whichever shall be
the earlier and any dispute regarding the said cesser of rent shall be
referred to the award of a single Arbitrator to be appointed in manner
set out in sub-clause (6) below
(5) If the rebuilding repairing and reinstating of the demised premises in
the event of its damage or destruction by reason of the occurrence of
an insured risk shall be prevented or frustrated (whether as to the
whole or as to part) (or whether because any competent Authority shall
lawfully refuse permission for or otherwise prevent such rebuilding or
reinstatement or for any other reason) all such insurance monies
relating to the rebuilding repairing or reinstatement which is so
prevented or frustrated or which otherwise does not take place
(including insurance monies relating to loss of rent in respect of any
portion of the demised premises to which such reinstatement or
rebuilding relates) shall belong to and shall be retained by the
Landlord for its sole use and benefit and in the event of any such
monies being received by the Tenant the same shall forthwith be paid by
the Tenant to the Landlord
(6) Any reference to arbitration made pursuant to the provisions of these
presents (save as may otherwise appear) shall be to the award of a
single Arbitrator to be agreed between the Landlord and the Tenant or
failing such agreement within twenty-eight days of arbitration being
first demanded to an Arbitrator to be
(29)
appointed by the President of the Royal Institution of Chartered
Surveyors and in either case in accordance with the provisions of the
Arbitration Acts 1950 to 1979 or any statutory modification or
re-enactment thereof for the time being in force
(7) Upon quitting the demised premises the Tenant shall not be entitled to
any compensation whatsoever whether under the provisions of any
legislation enacted before or after the date hereof or otherwise
PROVIDED THAT this Clause shall apply only if and insofar as it is
lawful to make such agreement and shall not extend to any claim against
the Landlord under any covenant on the part of the Landlord herein
contained
(8) Any notice served under or in connection with these presents shall be
properly served if it complies with the provisions either of Section
196 of the Law of Property Xxx 0000 or of Section 23 of the Landlord &
Xxxxxx Xxx 0000 as amended by the Recorded Delivery (Service) Xxx 0000
(9) Nothing herein contained shall confer on the Tenant any right to the
benefit of or to enforce any covenant or agreement contained in any
Lease or other instrument relating to any other premises belonging to
the Landlord or limit or affect the right of the Landlord to deal with
the same now or at any time hereafter in any manner which may be
thought fit
(10) No demand for or acceptance of rent by the Landlord or its Agents with
knowledge of a breach of any of the covenants on the part of the Tenant
contained in these presents shall be or be deemed to be a waiver wholly
or partially of any such breach but such breach shall be deemed to be a
continuing breach of covenant and the Tenant and any person taking
estate or interest under or through the Tenant shall not be entitled to
set up any such demand for or acceptance of rent by the Landlord or its
Agent as a defence in any action for forfeiture or otherwise
(30)
(11) If any insurance policy maintained by the Landlord in respect of the
demised premises provides for any part of a claim made thereunder (such
part being herein called "the excess") to be borne by the insured
notwithstanding that the policy has not been invalidated in whole or
part and if the Landlord makes any claim under such policy as aforesaid
in respect of any occurrence or loss relating to the demised premises
then the Tenant shall reimburse to the Landlord on demand all or any
payments made by the Landlord by way of the excess attributable to such
claim
(12) Without prejudice to any other remedy of the Landlord with regard
thereto all rents and other sums which shall or may become due from the
Tenant under the terms of these presents shall in default of payment be
recoverable either as rent in arrear or by action as the Landlord may
decide
6. PROVIDED ALWAYS and it is hereby further agreed that:
(A) At the expiration of the fourth year and each period of four years
thereafter of the term (the time being computed from the date of the
commencement of the term) (the date of expiration of such period as
aforesaid being hereinafter referred to as "the date of review") the
yearly rent first hereinbefore reserved shall be increased to an amount
(hereinafter called "the revised rent") which shall represent the open
market rental value of the demised premises at the date of review and
the revised rent shall (subject to sub-clause (E) below) be the rent
that is due and payable as from the date of review whenever the same
shall be agreed or determined
(B) The open market rental value of the demised premises at the date of
review shall be that sum which may be agreed between the Landlord and
the Tenant or determined in accordance with
(31)
sub-clause (C) of this Clause as being the highest rent at which the
demised premises might be let in the open market with vacant possession
without payment of a fine or premium by a willing Lessor to a willing
Lessee for a tenancy of the residue unexpired of the term of these
presents or a period of twelve years (whichever is the longer) upon the
supposition (if not a fact) that the Landlord and the Tenant have
severally complied with all their obligations under these presents and
that the demised premises are fit for immediate use and occupation and
that the demised premises can lawfully be used for the purposes
permitted by these presents and that no reduction is to be made to take
account of any rental concession which on a new letting with vacant
possession might be granted to the incoming tenant either for a period
within which its fitting out works would take place or for any other
reason whatsoever and taking no account of:
(i) any goodwill attributable to the demised premises by reason of
any trade or business carried on therein by the Tenant or any
undertenant and
(ii) any effect of any improvements to the demised premises (to which
the Landlord shall have given written consent) carried out by
the Tenant or any undertenant during the term wholly at their
expense and otherwise than in pursuance of an obligation to the
Landlord
(iii) any effect on the rent of the fact that the Tenant or any
undertenant are or have been in occupation of the demised
premises and
(32)
(iv) any condition or restriction contained in or referred to in a
planning permission granted to the Tenant or any permitted
subtenant or imposed by any local or statutory Authorities
relating to the demised premises and
(v) any effect on the rent of the fact that the whole or any part of
the demised premises or the access thereto may have been
destroyed or damaged and
(vi) any work that has been carried out which has diminished the
rental value of the demised premises
(vii) Any restraint or restriction on the right to recover or increase
rent imposed by or by virtue of any Act of Parliament
and in all other respects on the terms and conditions of these presents
excepting the amount of rent firstly reserved but including these
provisions for review of the rent firstly reserved
(C) If the Landlord and the Tenant shall be unable to agree on the amount
of the open market rental value as aforesaid then the same shall be
decided by a Surveyor who shall act and be deemed to act as an
arbitrator in accordance with the Arbitration Acts 1950 to 1979 to be
agreed upon by the parties hereto or in the event of failure so to
agree then the same shall be decided by a Surveyor specialising or
experienced in dealing with commercial rents in Central London to be
nominated at the request of the Landlord or the Tenant by the President
for the time being of the Royal Institution of Chartered Surveyors and
the decision of such Surveyor shall be binding on both the Landlord and
the Tenant and the fees payable to the President and any such Surveyor
shall be borne and be paid by the parties hereto in such shares and in
such manner as such Surveyor shall determine and failing any such
decision and subject thereto in equal shares
(33)
(D) If the surveyor who shall be appointed pursuant to sub-clause (C)
hereof shall die delay or become unwilling unfit or incapable of acting
or if for any reason the President for the time being of the Royal
Institution of Chartered Surveyors or the person acting on his behalf
shall in his absolute discretion think fit he may on the application of
either the Landlord or the Tenant by writing discharge the surveyor and
appoint another in his place
(E) Notwithstanding the decision of the surveyor hereinbefore referred to
in no event shall the rent payable by the Tenant after the date of
review be less than the highest rent payable by the Tenant during the
period since the last date of review or in the event of the first date
of review since the date of the commencment of the term (whichever
shall be appropriate) excluding any abatement or reduction in the said
rent or any restriction on the amount payable whether by statute or
otherwise
(F) In the event that by the date of review the amount of the revised rent
has not been agreed between the parties hereto or determined as
aforesaid then in respect of the period of time (hereinafter called
"the said interval") beginning with the date of review and ending on
the Quarter Day immediately following the date upon which the amount of
the revised rent is agreed or determined as aforesaid the Tenant shall
pay to the Landlord in manner hereinbefore provided rent at the yearly
rate payable immediately before the date of review and at the
expiration of the said interval there shall be due as a debt payable by
the Tenant to the Landlord on demand as arrears of rent an amount equal
to the difference between the revised rent and the rent actually paid
during the said interval and apportioned on a daily basis in respect of
the said interval with interest thereon calculated at the rate of
National Westminster Bank P.L.C. Base Rate in force at the commencement
of the said interval
(34)
(G) If at the date of review the Landlord shall be obliged legally or
otherwise to comply with any Act of Parliament dealing with the control
of rent and which shall restrict or modify the Landlord's right to
revise the rent in accordance with the terms of these presents or which
shall restrict the right of the Landlord to demand or accept payment of
the full amount of the rent for the time being payable under these
presents then the Landlord (insofar as it is lawfully able so to do)
shall nevertheless be entitled to require the rent to be reviewed in
accordance with the terms of these presents and shall on each occasion
that any such enactment is removed relaxed or modified be entitled
(insofar as it is lawfully able so to do) to recover the whole of the
increased rent or any part thereof with effect from the last date of
review and without prejudice to the generality of the foregoing if the
Landlord is prevented by Law from recovering the whole or any part of
any such rent or if it shall otherwise so require it shall be entitled
on giving not less than three months' notice in writing to the Tenant
expiring after the date of each such removal relaxation or modification
to introduce an intermediate review date (hereinafter called "the
intermediate review date") which shall be the date of expiration of
such notice and the rent payable hereunder from an intermediate review
date to the next succeeding date of review or intermediate review date
(whichever shall first occur) shall be determined in like manner as the
rent payable from the date of review as hereinbefore provided
(H) As soon as the amount of rent payable after a date of review has been
agreed or ascertained in accordance with the terms hereof and if
required by the Landlord so to do) the parties hereto will (each party
bearing their own costs) forthwith endorse a
(35)
memorandum thereof on the Lease and the Counterpart thereof specifying
the amount of the revised rent
7. IN the event of the Base Rate of National Westminster Bank Plc (in this
Clause called "Base Rate") being abolished then any references in these presents
to Base Rate shall have effect as if there had been substituted from time to
time for Base Rate such rate of interest as is most closely comparable with Base
Rate such rate of interest to be agreed between the Landlord and the Tenant (or
in case of failure to agree) determined by arbitration in accordance with Clause
5(6) but for the purpose of this Clause Clause 5(6) shall be read as though for
"The Royal Institution of Chartered Surveyors" there were substituted "The
Institute of Chartered Accountants for England and Wales"
8(1) THE Guarantor HEREBY COVENANTS with the Landlord that the Tenant will
at all times during the term granted by these presents pay the rent
hereby reserved on the day and in the manner aforesaid and will observe
and perform the covenants and conditions contained in these presents
and on the part of the Tenant to be observed and performed and that if
the Tenant shall make any default in the payment of the said rent in
the manner aforesaid or in observing and performing the said covenants
and conditions or any of them then and in every such case the Guarantor
will pay and make good to the Landlord on demand all losses damages
costs and expenses sustained by the Landlord through the default of the
Tenant in respect of any of the before-mentioned matters PROVIDED
ALWAYS that notwithstanding the neglect or forbearance by the Landlord
to enforce against the Tenant the payment of the said rent or the
observance or performance of the Tenant's covenants and conditions or
the
(36)
giving of time by the Landlord to the Tenant in relation thereto the
Guarantor shall not thereby be discharged from liability under this
covenant nor shall such liability be in any way lessened or affected
thereby
(2) The Guarantor HEREBY FURTHER COVENANTS with the Landlord that if the
Tenant shall go into liquidation and the Liquidator shall disclaim
these presents or if the Tenant shall be dissolved or cease to exist
(or if the Tenant for the time being shall be an individual and shall
become bankrupt and the Trustee in Bankruptcy shall disclaim these
presents) and if the Landlord shall within three months after such
disclaimer or other such event as aforesaid by notice in writing
require the Guarantor to accept a Lease of the demised premises for a
term commensurate with the residue which but for such disclaimer or
other event would have remained of the term granted by these presents
at the same rent and subject to the like covenants and conditions as
are reserved by and contained in these presents (with the exception of
this sub-clause and the immediately preceding subclause) the said new
Lease and the rights and liabilities thereunder to take effect as from
the date of the said disclaimer or of such event as aforesaid then and
in such case the Guarantor shall pay the costs of and accept such new
Lease accordingly and will execute and deliver to the Landlord a
Counterpart thereof
(3) It is hereby agreed and declared that as between the Landlord and the
Guarantor the Guarantor shall be deemed to be a principal debtor
IN WITNESS whereof the Landlord and the Tenant have hereunto caused
their respective Common Seals to be hereunto affixed and the Guarantor has
hereunto set his hand and seal the day and year first before written
(37)
THE FIRST SCHEDULE before referred to
ALL THAT premises being land in the East side of Woodfield Place and
North side of Woodfield Road Paddington situate now known as 00/00 Xxxxxxxxx
Xxxxx Xxxxxx X.0. in respect of which the Landlord is or is entitled to be
registered at H.M. Land Registry as Registered Proprietor under Title Number NGL
220299 and more particularly shown for purposes of identification only and not
by way of admeasurement or delineation on the plan annexed hereto and thereon
edged in red but not the airspace above or to the side of the demised premises
TOGETHER WITH the appurtenances thereto belonging Together with all Landlord's
fixtures and fittings plant and machinery and all wires pipes flues drains and
cables and other services situate within the demised premises and exclusively
serving the same and Together with all additions alterations and improvements
thereto which may be carried out during the term
THE SECOND SCHEDULE before referred to
(Exceptions and Reservations out of the Demise)
(1) Unto the Landlord the right to erect or to consent hereafter to any
person erecting a new building or to alter any building for the time
being on any land or other property adjoining adjacent neighbouring or
opposite the demised premises notwithstanding that such alteration or
erection may diminish the access of light and air enjoyed by the
demised premises and the right to deal with any property adjoining
opposite or near to the demised premises as it may think fit
notwithstanding that the light or air to the demised premises is
thereby diminished
(38)
(2) Unto the Landlord and the owners and occupiers of the adjoining or
neighbouring property and others so authorised the right of passage and
running of water soil gas and electricity or other services or supplies
from and to such adjoining or neighbouring property through such of the
sewers drains conduits gutters watercourses pipes cables wires and
mains serving such adjoining and neighbouring property which now are or
may before the expiration of a period of twenty-one years after the
death of the last survivor of the descendants now living of his late
Majesty King Xxxxxx VI hereafter be in on or under the demised premises
and the right to enter upon the demised premises (making good forthwith
all damage caused to the demised premises to the reasonable
satisfaction of the Tenant) for the purposes of inspecting repairing
renewing laying relaying cleansing maintaining and connecting up to any
such existing or future sewers drains conduits gutters watercourses
pipes cables wires and mains
THE COMMON SEAL of UNIQUE JEANS )
LIMITED was hereunto affixed in the )
presence of:- )
/s/ [ILLEGIBLE]
---------------
Director
/s/ [ILLEGIBLE]
---------------
Secretary
[SEAL]
(39)
