COUNTERPART
LEASE
of offices situate on
7th Floor
13 Great Marlborough Street
London W1
PARTIES:
SONY MUSIC ENTERTAINMENT (UK) LIMITED (1)
CME DEVELOPMENT CORPORATION (2)
Lawrence Graham
190 Strand
London
WC2R 1JN
0171-379 0000
AGW-411331-B
19.12.1996
AGW
LEASE PARTICULARS
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DATE : the 15th day of January 1997
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PARTIES:
LANDLORD : SONY MUSIC ENTERTAINMENT (UK) LIMITED (Company
registration number 4622257) of 10 Great Marlborough
Street London W1V2LP
TENANT : CME DEVELOPMENT CORPORATION c/o 18 D'Arblay Street
London W1V 3FP
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PREMISES : offices on Seventh Floor 13 Great Marlborough Street
London W1 as more particularly described in PartI of
the First Schedule
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TERM : A term commencing from and including the Term
Commencement Date and expiring on the 9th day of
September 1998
TERM COMMENCEMENT
DATE : the 4th day of January 1997
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RENT : ONE HUNDRED AND TEN THOUSAND FIVE HUNDRED POUNDS
(Pounds 110,500) per annum
RENT COMMENCEMENT
DATE : the 4th day of January 1997
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PERMITTED USE : offices
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PRESCRIBED RATE : 4% per annum above the Base Rate
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COURT ORDER : an order of The Mayor's and City of London Court
(No. MY672546) dated the 31st day of December 1996 in
relation to the Premises pursuant to Section 38(4) of
the Landlord and Tenant Act 1954
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THIS LEASE made on the date stated in the Particulars BETWEEN the
Parties specified in the Particulars WITNESSES in consideration of the
rents and covenants hereinafter reserved and contained as follows:-
1. DEFINITIONS AND INTERPRETATION
1.1 In this lease unless the context otherwise requires the terms defined
in this clause and in the Particulars shall have the meanings
specified:-
"Associated Company" means any company being in relation to the Tenant a
member of the same "group" as defined in Section 42(1) of the Landlord
and Tenant Act 1954
"Authorised Hours" means the hours between 7.00 a.m. and 11.00 p.m. on
Mondays to Fridays (public holidays excepted)
"Base Rate" means the base rate of Barclays Bank plc or such other
London Clearing Bank as the Landlord may from time to time nominate
"Building" means the Landlord's building (of which the Premises form
part) known as 13 Great Marlborough Street London W1
"Common Parts" means the entrance hall at ground floor level the lobby
and toilets on the seventh floor the stairs shown hatched green on the
plan the rear stairs shown hatched yellow on the plan and the lifts of
the Building
"Landlord" means the party named as "Landlord" in the Particulars and
includes the person for the time being entitled to the reversion
immediately expectant on the determination of the Term
"Particulars" means the descriptions and terms appearing on the
preceding pages headed "Lease Particulars" which comprise part of this
lease
"Quarter Days" means 25th March 24th June 29th September and 25th
December in each year
"Rent" means the Rent specified in the Particulars
"Superior Landlord" means any person or persons for the time being
entitled to any estate or estates in the Premises which are reversionary
(whether immediate or mediate) upon the Landlord's estate
"Superior Lease" means the lease dated 16th September 1993 and made
between Sun Alliance and London Assurance Company Limited (1) and Sony
Music Entertainment (UK) Limited (2)
"Tenant" means the party named as "Tenant" in the Particulars
"Term" means the term of years stated in the Particulars
"VAT" means value added tax and any other tax of a similar nature
1.2 Where two or more persons are included in the expression "the Tenant"
or (where relevant) "the Surety" covenants which are expressed to be
made by the Tenant or the Surety shall be deemed to be made by such
persons jointly and severally
1.3 The expression "conducting media" shall where the context so requires
means all or any sewers drains conduits gutters channels watercourses
pipes cables wires ducts and mains and apparatus associated therewith
and all equipment and fittings ancillary thereto
1.4 Words importing persons shall include firms companies and
corporations and vice versa
1.5 Any covenant by the Tenant not to do any act or thing shall include
an obligation not to permit or suffer such act or thing to be done
1.6 Reference to any right of the Landlord to have access to or entry
upon the Premises shall be construed as extending to any Superior
Landlord and all persons authorised by the Landlord or any Superior
Landlord including agents professional advisers contractors workmen
and others
1.7 Any provision in this lease requiring the consent or approval of the
Landlord shall be deemed to be conditional upon the consent or
approval of the Superior Landlord being obtained so far as may be
required under the terms of the Superior Lease and the Landlord shall
at the request and cost of the Tenant use reasonable endeavours to
obtain any such consent or approval as soon as practicable whenever
so required
1.8 Any reference to a statute (whether specifically named or not) shall
include any amendment or re-enactment of such statute for the time
being in force and all instruments orders notices regulations
directions bye-laws permissions and plans for the time being made
issued or given thereunder or deriving validity therefrom
1.9 The title headings appearing in this lease are for reference only and
shall not affect its construction
1.10 Any reference to a clause or schedule shall mean a clause or schedule
of this lease
2. DEMISE
The Landlord HEREBY DEMISES to the Tenant the Premises TOGETHER WITH the
rights specified in Part II of the First Schedule but EXCEPTING AND
RESERVING to the Landlord the Superior Landlord and their respective
successors in title and assigns and the tenants and occupiers of other
parts of the Building and all other persons entitled thereto the
easements and rights specified in Part III of the First Schedule TO HOLD
the same unto the Tenant SUBJECT to and with the benefit of the matters
specified in the Fourth Schedule for the Term YIELDING AND PAYING
therefor together with any VAT payable thereon from time to time:-
2.1 during the period (if any) beginning on the Term
Commencement Date and ending on the day before the Rent
Commencement Date the rent of a peppercorn if demanded and
thereafter the Rent payable without
deduction by equal quarterly payments in advance on the
Quarter Days the first such payment being a proportionate
sum in respect of the period beginning on the Rent
Commencement Date and ending on the day before the Quarter
Day next after the Rent Commencement Date to be paid on the
date hereof
2.2 throughout the Term on demand by way of further rent a sum
equal to fourteen point two nine per centum (14.29%) of (i)
every sum which the Landlord shall from time to time pay to
the Superior Landlord as Insurance Rent pursuant to the
Superior Lease and (ii) (to the extent that the Landlord
may effect the same) every sum which the Landlord may from
time to time pay by way of premium (including any increased
or additional premium payable by reason of any act or
omission of the Tenant or any of the Tenant's servants or
agents or by reason of the user of the Premises) for
keeping the Building fees rent and property owner's
liability risks of the Landlord and the Superior Landlord
insured
3. TENANT'S COVENANTS
The Tenant HEREBY COVENANTS with the Landlord as follows:
3.1 Payment of rent
To pay the reserved rents at the times and in manner aforesaid
without deduction or set off
3.2 Payment of outgoings
To defray (or in the absence of direct assessment on the Premises to
pay to the Landlord on demand (save in so far as the same are paid by
way of the service charge) a fair proportion (to be determined by the
surveyor for the time being of the Landlord whose decision shall be
binding upon the Tenant) of) all existing and future taxes duties
assessments charges and impositions levies and outgoings whatsoever
whether parliamentary local or otherwise now or hereafter payable by
law in respect of the Premises or any part thereof by the owner
landlord tenant or occupier thereof other than:
3.2.1 any tax in respect of rents and other payments under this
lease (other than VAT or other tax thereon intended by
statute to be payable by the Tenant)
3.2.2 any tax or levy in respect of the grant of and arising
solely by reason of this lease (and not by reason of the
combined effect of the grant of this lease and of some
other act or omission on the part of the Tenant) and
3.2.3 any tax in respect of any dealing with the reversion
expectant on the Term not arising by reason of some act
or omission on the part of the Tenant
3.2.4 business rates in respect of the Premises
3.3 To pay VAT
All payments to be made pursuant to this lease shall (save where
otherwise specifically provided) be taken to be exclusive of VAT (or any
other tax of similar nature that may be substituted for it or levied in
addition to it) properly chargeable in respect of the supply or supplies
giving rise to such payment and in addition to any moneys due from the
Tenant under the terms and provisions of this lease the Tenant shall pay
at the respective times when such moneys are due such VAT (or any other
tax aforesaid) at the rate for the time being in force as shall be
chargeable in respect of any such moneys
3.4 Interest on overdue payments
If and so often as any rent (whether formally demanded or not) or any
other money due from the Tenant under the provisions of this lease shall
be unpaid after the due date on demand by the Landlord to pay interest
on such unpaid rent and other unpaid moneys (other than on interest
payable under this sub-clause) from the due date until payment (whether
before or after judgment) at the Prescribed Rate PROVIDED that if
payment shall be received after 2.30 p.m. on any day the same shall be
deemed to have been received on the next working day on which the London
clearing banks are open for business
3.5 Repairs etcetera
3.5.1 Throughout the Term (damage by fire and such other risks against
which the Superior Landlord shall have insured excepted save where
the insurance moneys or any part thereof shall be irrecoverable in
consequence of any act or default of the Tenant or any person
deriving title under the Tenant or any of the servants or agents of
the Tenant or of any such person) well and substantially to repair
and keep in good and substantial repair and condition the Premises
3.5.2 Not to carry out repairs to any
3.5.2.1 heating cooling and ventilating apparatus
3.5.2.2 sprinkler system
3.5.2.3 fire hoses
3.5.2.4 emergency lighting system
3.5.2.5 fire alarm system and/or
3.5.2.6 other fire prevention and detection system or any equipment
belonging thereto
within but not exclusively serving the Premises
3.6 Redecoration
In the last three months of the Term (howsoever determined) in a proper
and workmanlike manner with good quality materials and to the
satisfaction in all respects of the Landlord to prepare and paint (with
three coats) grain varnish polish wash stop whiten colour or otherwise
treat all such parts of the interior of the Premises (including the
interior of the window frames) as have been previously or are usually so
dealt with and re-paper re-cover or re-line the parts usually papered
covered or lined with good quality suitable paper vinyl covering or
fabric or other covering PROVIDED ALWAYS that such painting and
redecorating (unless determined by forfeiture) shall be carried out in
colours tints and patterns first approved in writing by the Landlord
3.7 Yielding up
To yield up the Premises (but not with trade and other tenant's
fixtures) with vacant possession at the determination of the tenancy
hereby created in good and substantial repair and condition in
accordance with the covenants herein contained
3.8 Alterations and additions
Not to injure cut or maim or permit to be injured cut or maimed any of
the timbers walls or partitions or any other part of the Premises or the
Building nor make or permit to be made any alteration or addition to the
Premises or to the voice data or power wiring or cabling thereof
3.9 Aerials and similar apparatus and interference
3.9.1 Not without the consent in writing of the Landlord to affix or permit
to be affixed to the Premises or any part thereof any wireless radio
or television aerial or similar apparatus and not to make any claim
against the Landlord in respect of interference to reception of
wireless radio or television transmissions or to the operation of any
appliance in or upon the Premises suffered or alleged to be suffered
by reason of the use of electrical or other apparatus on any
adjoining or neighbouring property of the Landlord
3.9.2 Not to cause or permit or suffer to be caused interference to others
by any radio or electromagnetic signal emitted by the use of
apparatus operated or installed in or upon the Premises
3.10 Advertisements
Not without the previous written consent of the Landlord to set up or
exhibit upon any part of the Premises any placard poster signboard
notice or advertisement which shall be visible from outside the
Premises
3.11 Permitted Use
Not to use or permit or suffer to be used the Premises or any part
thereof for any purpose except the Permitted Use
3.12 Nuisance or damage
3.12.1 Not to play or permit to be played in the Premises any musical
instrument gramophone radio radiogram television set tape recorder or
similar apparatus so as to be audible outside the Premises
3.12.2 Not to do or permit or suffer anything in or upon the Premises or any
part thereof or in or upon any other part of the Building or in or
upon any other area which the Tenant is by virtue of this lease
authorised to use (whether in common with others or not) which may be
or become a nuisance or annoyance or cause damage or inconvenience to
the Landlord or the tenants and occupiers of any other part of the
Building or of other property in the neighbourhood or to the public
local or any other authority
3.13 Regulations
To observe and cause to be observed at all times (a) regulations
imposed by the Landlord in respect of the lifts in the Building and
for the general running security orderliness and management of the
Building and the services thereof and the curtilage thereof as
already or from time to time hereafter notified in writing by the
Landlord to the Tenant and (b) the regulations set out in the Third
Schedule or as they shall be altered or added to from time to time by
notice in writing by the Landlord to the Tenant and this clause 3.13
shall be without prejudice to the generality of any other provision
contained in these presents which shall touch and concern the same
subjects
3.14 Prohibited alienation
Not to assign underlet charge part with or share possession or
occupation of the whole or any part or parts of the Premises
3.15 Sharing occupation
Notwithstanding the provisions of clause 3.14 if the Tenant is a
company the Tenant shall be permitted to share occupation of the
Premises with an Associated Company on condition that no tenancy is
thereby created
3.16 Notice of re-letting
To permit the Landlord at any time after a date six months before the
expiration of the Term to affix and retain without interference upon
any part of the Premises a notice for re-letting the same PROVIDED
ALWAYS that such notice for re-letting shall not obstruct the access
of light to the windows of the Premises AND to permit persons with
written authority from the Landlord or the agent of the Landlord at
reasonable times of the day to view the Premises
3.17 Covenants in Superior Lease
To perform and observe the covenants on the part of the tenant contained
in the Superior Lease in so far as they relate to the Premises as if the
same were incorporated herein except only Clauses 4(1)(a) (2) (3) (4)
(5) (6) (12) (13) (15) (16) and (17) of the
Superior Lease and the covenant for insurance therein contained and to
keep the Landlord indemnified against all claims damages costs and
expenses in any way relating thereto PROVIDED ALWAYS that in the event
of any inconsistency the covenants on the part of the Tenant contained
in the preceding sub-clauses of this clause 3 shall prevail over the
tenant's covenants contained in the Superior Lease
4. LANDLORD'S COVENANTS
The Landlord HEREBY COVENANTS with the Tenant (but so that the Landlord
shall not remain personally liable hereunder after it shall have parted
with the reversion to this lease) as follows:
4.1 Quiet enjoyment
That the Tenant paying the said rents hereby reserved and performing
and observing the covenants on the Tenant's part herein contained
shall quietly hold and enjoy the Premises during the Term without
interruption by the Landlord or any person rightfully claiming under
the Landlord
4.2 To insure
To use reasonable endeavours to procure that the Superior Landlord
observes and performs the obligations on its part contained in
clauses 5(1) 5(2) and 5(3) of the Superior Lease
4.3 Services
To use all reasonable endeavours to provide the services specified in
the Second Schedule hereto in accordance with the principles of good
estate management
4.4 Payment of Superior Lease rents
To pay the rents reserved by the Superior Lease in accordance with the
provisions thereof
5. PROVISOS
PROVIDED ALWAYS AND IT IS HEREBY AGREED by and between the parties
hereto as follows:
5.1 Re-entry
5.1.1 If the rents hereby reserved or any part thereof shall at any time be
unpaid for twenty one days after becoming payable (whether formally
demanded or not) or if any of the covenants on the part of the
Tenant herein contained shall not be performed or observed or if
there occurs in relation to the Tenant (or where the Tenant
comprises more than one person there occurs in relation to any of
such persons) a Terminating Event (as hereinafter defined) then and
in any such case it shall be lawful for the Landlord at any time
thereafter to re-enter upon the Premises or any part thereof in the
name of the whole and thereupon this demise shall absolutely
determine but without prejudice to the right of action of the
Landlord in
respect of any antecedent breach of any of the covenants on the part
of the Tenant herein contained
5.1.2 For the purposes hereof "Terminating Event" means any of the
following:
5.1.2.1 in relation to an individual:
5.1.2.1.1 the individual failing to pay a debt or debts
which is or are in the aggregate equal to or
in excess of the bankruptcy level from time
to time and a statutory demand in respect
thereof having been neither complied with nor
set aside
5.1.2.1.2 the presentation of a bankruptcy petition
in respect of the individual
5.1.2.1.3 the appointment of an interim receiver in
respect of the individual's property or any
of it
5.1.2.1.4 the making of a bankruptcy order in respect
of the individual
5.1.2.2 in relation to a company:
5.1.2.2.1 the presentation of a petition for the
winding up of the company
5.1.2.2.2 the passing of a resolution to wind up the
company
5.1.2.2.3 the making of a winding up order in
relation to the company
5.1.2.2.4 any person becoming entitled to appoint an
administrative receiver of the undertaking
of the company or any part of it
5.1.2.2.5 the appointment of such an administrative
receiver
5.1.2.2.6 the presentation of a petition for the
making of an administration order in
respect of the company
5.1.2.2.7 the making of an administration order in
respect of the company
5.1.2.2.8 the directors of the company proposing a
voluntary arrangement
5.1.2.3 in relation to any person (whether an individual or a
company):
5.1.2.3.1 the person entering into any agreement or
making any arrangement with creditors for
liquidation of the person's debts by
composition or otherwise
5.1.2.3.2 the appointment of a receiver in respect of
any of the person's assets
5.1.2.3.3 any steps being taken to enforce any
security over the person's property or to
repossess goods in the person's possession
under any hire purchase agreement
5.1.2.3.4 any distress or execution being levied on
any of the person's assets
5.2 Suspension of rent
If the Premises or any part thereof shall at any time during the Term be
rendered incapable of or unfit for occupation or use as the result of a
peril against which the Building is insured pursuant to the covenant on
the part of the Superior Landlord contained in the Superior Lease the
rents reserved and for the time being payable hereunder or a fair
proportion of the said rents according to the nature and extent of the
damage sustained shall be suspended until the Premises shall again be
rendered fit for occupation or use PROVIDED that there shall be no
cesser of rents if or to such extent as any insurance policy effected by
the Superior Landlord or the Landlord shall have been rendered void or
voidable or payment of any insurance moneys shall be properly withheld
by the insurers due to some act or failure of the Tenant or any person
deriving title under the Tenant or any of the servants or agents of the
Tenant or of any such person PROVIDED FURTHER that if the Building shall
be so damaged as to necessitate demolition and reconstruction the
Landlord shall be entitled on giving to the Tenant not less than six
months' previous notice in writing to determine the Term and at the
expiration of such notice this lease and everything herein contained
shall cease and be void and the Tenant shall not be liable for any
dilapidations and shall not be entitled to any compensation but without
prejudice to the rights and remedies of the Landlord for any arrears of
rent PROVIDED ALSO that any dispute as to the proportion (if any) of
rent which should be suspended or as to the period of such suspension
which may arise under this clause 5.2 shall be referred to the decision
of some competent person (acting as an expert and not as an arbitrator)
to be agreed upon by the Landlord and by the Tenant or (in the event of
failure so to agree) to be nominated on the application 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 person
(including any determination as to the costs of such decision) shall
accordingly be final and binding
5.3 Landlord's disclaimer
Notwithstanding anything herein contained and unless due to the
negligence or default of the Landlord or its servants and save to the
extent that the Landlord may be liable under the provisions of the
Defective Premises Act 1972 the Landlord shall not be responsible to
the Tenant or the Tenant's licensees servants agents or other persons
in the Premises or calling upon the Tenant or the Premises for any
accident or happening or damage to or loss of any chattel or property
sustained in the Building or on any property over which the Tenant
exercises rights nor for any loss or inconvenience occasioned by (a)
the closing for repairs or other purposes of the lifts or the Common
Parts or any part thereof (b) any defects or failure in the
said lifts or in the sprinkler system (if any) or in the hot and cold
water supply the heating cooling or ventilating apparatus (if any) or
in the lighting or in the conducting media (whether of or in the
Premises or otherwise) (c) suitable fuel or power not being
obtainable through the Landlord's usual sources of supply (owing to
strikes lock-outs or other causes)
5.4 Landlord does not warrant permitted user
Notwithstanding the covenant as to user on the part of the Tenant
herein contained the Landlord does not hereby or in any other way
give nor has the Landlord given at any other time any representation
or warranty that such or any other user is or will be or will remain
a permitted user within the provisions of the Planning Acts and
notwithstanding that such user is not a permitted user within such
provisions as aforesaid the Tenant shall remain fully bound and
liable to the Landlord in respect of the several covenants and
conditions herein on the part of the Tenant contained without being
entitled to any compensation of any kind whatsoever from the Landlord
5.5 Alterations by Landlord
The Landlord may from time to time make such alterations additions or
substitutions in or to the Building or any part thereof (excluding
the Premises) or any plant or apparatus in the Building or the
conducting media or the Common Parts as it shall think fit PROVIDED
that in respect of any plant or apparatus or conducting media or the
Common Parts remaining available for use by the Tenant or in respect
of any new plant apparatus conducting media and the Common Parts
provided for such use in substitution for those previously available
the same shall be suitable for the enjoyment of the Premises AND
PROVIDED that the works of alteration addition or substitution shall
during the Authorised Hours be carried out in such manner as to cause
to the Tenant as little inconvenience as is reasonably practicable
BUT PROVIDED FURTHER that no objection whatsoever may be raised to
the manner in which the Landlord may carry out such works outside the
Authorised Hours
5.6 Settlement of disputes
That in case any dispute or controversy shall arise between the
Tenant and any other tenant of the Landlord relating to any party or
other wall conducting media or to any other right easement or
privilege whatsoever affecting or relating to the Premises or any
other part of the Building the same may (if the Landlord so elects)
be settled or determined by the Landlord in such manner as it by
writing shall direct to which the Tenant shall submit
5.7 Landlord's servants or workmen
The servants or workmen of the Landlord shall be under no obligation
to furnish attendance or other use of his or their services to the
Tenant for the Tenant's private convenience or to accept delivery of
any letters telegrams telephone calls messages or parcels addressed
to the Tenant and any such furnishing of attendance or other use of
services or the acceptance of such letters telegrams telephone calls
messages
or parcels is to be considered as rendered and accepted by any
employee of the Landlord as the servant of the Tenant and the
Landlord shall not be liable for and no claim shall be made against
it for any loss or damage arising out of or in consequence of such
furnishing of attendance or other use of services or acceptance of
any such letters telegrams telephone calls messages or parcels as
aforesaid
5.8 Landlord free to deal with adjoining or neighbouring property
The Tenant shall not be entitled to any right of light or air which will
interfere with the free use of any land or buildings adjoining or
neighbouring the Premises
5.9 Tenant unable to enforce similar covenants in adjoining property
etcetera
5.9.1 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 property belonging to
the Landlord
5.9.2 Each of the Tenant's covenants herein contained shall remain in full
force both at law and in equity notwithstanding that the Landlord
shall have waived or released temporarily or permanently revocably or
irrevocably or otherwise howsoever a similar covenant or similar
covenants affecting adjoining or neighbouring premises of the
Landlord
5.10 Landlord can charge for work done by it
If and so often as the Tenant shall be obliged under the terms hereof
to reimburse the Landlord any costs charges and expenses incurred by
it including solicitors' costs and surveyors' fees and other
professional costs and fees then in respect of any work done by the
Landlord or by any person connected with it or by any person employed
by it the Landlord shall be deemed to have incurred or suffered in
respect thereof a reasonable fee cost or expense not exceeding that
which might properly have been charged or incurred for the same work
by an independent person competent to deal with that work in the
ordinary course of his business
5.11 Service of notices
This deed incorporates the regulations respecting notices contained
in Section 196 of the Law of Property Act 1925 as amended by the
Recorded Delivery Service Act 1962 Provided Always that any notice to
be served on the Tenant shall be served on it at 18 D'Arblay Street
London W1V 3FP
6. LANDLORD AND TENANT ACT 1954
Having been authorised to do so by the Court Order the parties hereto
agree that the provisions of Sections 24 to 28 (inclusive) of the
Landlord and Tenant Act 1954 shall be excluded in relation to the
tenancy hereby created
7. The Tenant irrevocably submits to the jurisdiction of the High Court
of Justice in England in relation to matters arising in respect of
this Lease
8. CERTIFICATE AS TO AGREEMENT
It is hereby certified that there is no agreement for lease to which
this lease gives effect
IN WITNESS whereof this lease has been executed by the parties as a
deed the day and year first above written
FIRST SCHEDULE
Part I
Premises
ALL THAT suite of offices situate on the seventh floor of the Building which
said suite of offices is for the purpose of identification edged with the colour
red on the plan annexed hereto and includes:-
(i) all non load-bearing walls within the Premises (and the plaster and
finishes thereof)
(ii) the plaster and finishes on the internal faces of the boundary walls
and on the structure enclosing the Premises
(iii) the plaster and finishes on all structural parts of the Building
within the Premises
(iv) all floors in the Premises (including all false or raised floors (and
the joists and/or supports thereof) and all floor boards all wood
block flooring and all other floor finishes down to but excluding
joists (other than the joists and/or supports aforesaid) or
structural slabs)
(v) all ceilings of the Premises (up to but excluding joists or
structural slabs)
(vi) the interior window frames (including for the avoidance of doubt the
interior of all window frames which face the exterior) and the glass
in all windows of the Premises
(vii) all doors and the glass in all doors of the Premises
(viii) all fixtures and fittings of the nature of landlord's fixtures or
fittings and all sanitary and water apparatus and all conducting
media forming part of the Premises and
(ix) all other parts of the interior of the Premises other than:-
(A) all structural parts of the Building within the Premises
(save for the plaster and finishes thereof aforesaid)
(B) the heating cooling and ventilating apparatus and the
sprinkler system forming part of the Premises
together with all fixtures and fittings listed on the Inventory annexed hereto
which fixtures and fittings are included wherever reference is hereinafter made
to such fixtures and fittings
Part II
Rights granted to the Tenant
The right for the Tenant and persons authorised by the Tenant (in common with
others having a like right and so far as necessary for the enjoyment of the
Premises):
1. of passage and running of water soil gas electricity and of all other
services or supplies as are now used by the Premises through the
conducting media passing through or under the adjoining or
neighbouring property of the Landlord
2. during the Authorised Hours save where alternative arrangements are
made with the approval of the Landlord such approval to be on
reasonable terms and not to be unreasonably withheld (and without
prejudice to the generality thereof such terms shall include an
obligation to give the Landlord not less than forty eight hours
notice on each occasion that the Tenant wishes to exercise such
rights and to pay the additional security and other proper costs to
the Landlord incurred as a result of the exercise of such rights)
to use the entrance hall at ground floor level the stairs shown
hatched green on the plan and the rear stairs shown hatched yellow
on the plan (save that the rear stairs shown hatched yellow on the
plan shall be used only in the case of fire or other emergency)
3. during the Authorised Hours save where alternative arrangements are
made with the approval of the Landlord such approval to be on
reasonable terms and not to be unreasonably withheld (and without
prejudice to the generality thereof such terms shall include an
obligation to give the Landlord not less than forty eight hours
notice on each occasion that the Tenant wishes to exercise such
rights and to pay the additional security and other proper costs to
the Landlord incurred as a result of the exercise of such rights)
to use the lavatories and toilet facilities on the seventh floor of
the Building
4. during the Authorised Hours save where alternative arrangements are
made with the approval of the Landlord such approval to be on
reasonable terms and not to be unreasonably withheld (and without
prejudice to the generality thereof such terms shall include an
obligation to give the Landlord not less than forty eight hours
notice on each occasion that the Tenant wishes to exercise such
rights and to pay the additional security and other proper costs to
the Landlord incurred as a result of the exercise of such rights)
to use the lifts at such times as the same shall be working
Part III
Exceptions and reservations to the Landlord and others
1. The right of free and uninterrupted passage and running of water soil
gas electricity and of all other services or supplies as are now or
hereafter to be used from and to adjoining or neighbouring property
through such of the conducting media serving such adjoining or
neighbouring property now or which may not later than whichever shall
be the earlier of (a) the expiration of the Term and (b) the
expiration of a period of eighty years from the date hereof hereafter
be in or upon the Premises
2. The rights and liberties of entry upon the Premises mentioned in the
covenants by the Tenant herein contained and those mentioned in the
covenants on the part of the Landlord (as tenant) contained in the
Superior Lease
3. The right to let any adjoining or neighbouring property for any
purpose
4. The full right of support and shelter and all other easements and
rights now or hereafter belonging to or enjoyed by adjacent or
neighbouring property
5. The right at any time and from time to time to close temporarily for
repairs or any other necessary purposes the lifts in the Building
the service roads and footpaths (if any) and any other areas within
the curtilage of the Building and any other part of the Building
(other than the Premises) which the Tenant is by virtue of this
lease authorised to use (whether in common with others or not)
6. The right (on giving the Tenant at least forty eight hours prior
notice save in emergency) of access to the Premises in order to
maintain service and adjust the air conditioning of access to the
riser cupboard and of access to the Premises for all reasonable
purposes in connection with the management and maintenance of the
Building
SECOND SCHEDULE
The service charge
1. Comfort cooling and heating to the Premises during the Authorised
Hours or outside those hours where agreed with the Landlord
2. Staffed reception on the ground floor of the Building during the
Authorised Hours or outside those hours where agreed with the
Landlord
3. Lighting and cleaning the Common Parts (including the male and female
toilets off the seventh floor lobby) during the Authorised Hours or
outside those hours where agreed with the Landlord
4. Cleaning of the exterior windows of the Building whenever reasonably
necessary
THIRD SCHEDULE
Regulations of the Building
1.1 The requirements of the Fire Precautions Act 1971 and the Health and
Safety at Work, etc. Act 1974 and all rules and regulations
thereunder shall be strictly complied with
1.2 In particular tenants shall
1.2.1 cause sufficient fire officers to be appointed
1.2.2 regularly test inspect and maintain fire detection
prevention and fighting equipment within and exclusively
serving the Premises and keep and produce to the relevant
authorities and to the Landlord and whomsoever the Landlord
may direct records in writing of such tests inspections and
maintenance
1.2.3 at all times maintain clear access through escape routes
1.2.4 fully participate in fire evacuation drills organised in
respect of the Building or parts thereof
2.2 The Landlord shall have sole discretion in considering whether work
may be carried out or continued or in deciding what additional
safeguards it requires to be taken in addition to those which may be
imposed under statute building or other rules regulations or bye-laws
3. Only the lavatories and toilet facilities allocated shall be used
4. There shall be no interference with the heating cooling and
ventilating appliances and installations apart from the normal
switching on or off of the appliances in the Premises for the
comfort of the occupants thereof
5. Apart from any self-operating lifts installed in the Building no
person other than the person employed by the Landlord for such
purpose shall operate lifts
6. Overloading or permitting of overloading of any of the lifts in the
Building is strictly prohibited
7. No goods or merchandise shall (without the consent in writing of the
Landlord) be brought into the passenger lifts
8. No goods or merchandise shall be brought into the Building by means
of the main entrances to the Building except between the hours of
7.00 a.m. and 8.30 a.m. or 7.00 p.m. and 11.00 p.m. on Mondays to
Fridays inclusive and no goods or merchandise shall be brought into
the Building in such manner as will damage the Building or any part
thereof
9. No tenant or occupier shall use any Common Parts or permit the same
to be used for the parking of vehicles
10. Tenants or occupiers shall ensure (so far as they are reasonably able
so to do) that no rubbish or litter is left on the Common Parts
11. Tenants or occupiers shall not place or permit or suffer to be placed
or remain in or upon the Common Parts any obstruction whatsoever
FOURTH SCHEDULE
The entries in the Property and Charges Registers of H.M. Land Registry
Title Number NGL 711243
SIGNED as a Deed by SONY MUSIC )
ENTERTAINMENT (UK) LIMITED )
acting by:- )
Director
Director/Secretary
SIGNED as a Deed by CME )
DEVELOPMENT CORPORATION )
acting by:- )
Director
DATED 1996
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