DATED 1996
LEASE
relating to
Third Floor
52/53 Poland Street London W1
SECURUM PROPERTY HOLDINGS LIMITED (1)
CME DEVELOPMENT CORPORATION INC (2)
DATE 1996
PARTIES
(1) SECURUM PROPERTY HOLDINGS LIMITED whose registered office is at One St
Paul's Churchyard London EC4M 8AJ of the first part; and
(2) CME DEVELOPMENT CORPORATION INC of 18 d'Arblay Street London W1V 3FP
WITNESSETH as follows:
1 IN these presents unless the context otherwise requires the following
expressions have the meanings hereby assigned to them respectively that
is to say:-
(a) "the Building" means the building situate and known as 52/53
Poland Street, London W1
(b) "conduits" means tanks pipes sprinklers wires cables drains
meters ducts trunking sewers gutters other service media and
associated apparatus and other items of a like nature
(c) "the demised premises" means the premises described in the First
Schedule
(d) "the insured risks" means the risk of fire lightning storm
tempest flood earthquake aircraft bursting of pipes malicious
damage and such other risks as the Landlord may from time to time
reasonably require
(e) "the Landlord" means the first named party and the person for the
time being entitled to the reversion immediately expectant on the
determination of the term
(f) "the Planning Acts" means the Town & Country Planning Acts 1990
as amended
(g) "these presents" means this Lease and any instrument made
hereunder or supplemental hereto
(h) "the Principal Rent" means the sum of (pound)33,450 per annum
subject to renewal in accordance with clause 6
(i) "review date" means the date specified in clause 6.1 of this
Lease
(j) "the Tenant" means the second named party and its successors in
title and assigns
(k) "the Headlease" means the Lease dated 25th March 1964 and made
between Mamos Garage Limited and Site Improvements Limited
(l) "the term" means the term of years hereby granted
(m) covenants made by or binding on any party which for the time
being comprises more than one person shall be deemed to be joint
and several
(n) any reference to any statute shall be deemed to include any
by-laws statutory instruments rules regulation orders notices
directions consents or permissions made under it
(o) any covenant by the Tenant not to do any act or thing includes a
covenant not to suffer or permit the doing of that act or thing
(p) any reference to costs which are or may be payable by the Tenant
or against which the Tenant covenants to indemnify the Landlord
shall include all reasonable solicitors' surveyors' architects'
and other fees disbursements and irrecoverable Value Added Tax
and other expenditure reasonably incurred by the Landlord on its
own account or by the insurers or any other person interested in
the demised premises
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(q) "Prescribed Rate" means the rate of interest which is from time
to time 2% above the Base Rate for the time being of the Royal
Bank of Scotland
2 IN consideration of the rents hereby reserved and the covenants on the
part of the Tenant hereinafter contained the Landlord HEREBY DEMISES
unto the Tenant ALL THOSE demised premises subject to all existing
easements liberties privileges quasi-easements ____ rights benefits and
advantages affecting the same (if any) TOGETHER with the easements and
rights at all times for the Tenant (in common with the Landlord and all
other persons similarly entitled and so far as necessary for the
enjoyment of the demised premises) specified in the Second Schedule
EXCEPT AND RESERVED unto the Landlord and all persons authorised by the
Landlord or otherwise entitled thereto the easements and rights
specified in the Third Schedule TO HOLD the demised premises unto the
Tenant for the term of ten years commencing on and including __________
_______________________ and expiring on _____________________ YIELDING
AND PAYING therefor from and including _________________ during the term
unto the Landlord FIRST for three months from ________________ a
peppercorn (if demanded) and thereafter the Principal Rent by equal
quarterly payments in advance on the usual quarter days in every year
the first payment to be made on __________________ AND SECONDLY by way
of further or additional rent throughout the term a sum calculated and
payable in accordance with the Fourth Schedule
3 THE Tenant HEREBY COVENANTS with the Landlord to the intent that the
obligation shall continue throughout the term as follows:-
(1) To pay the rents hereby reserved at the times and in the manner
aforesaid without any deduction and not to exercise or seek to exercise
any right or claim to withhold rent or any right or claim to set-off
(2) (a) To pay and discharge all existing and future rates taxes
duties charges assessments outgoings and impositions (whether
parliamentary local or
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otherwise and whether of a capital revenue non-recurring or
wholly novel nature) which are now or may be at any time
hereafter assessed charged or imposed upon the demised premises
or on the owner or occupier in respect thereof of any thing done
thereon other than the receipt of rent or any dealing with the
reversion on the term or pending separate assessment of the
demised premises a fair proportion to be determined by the
Landlord of any sum payable in respect of property of which the
demised premises form part
(b) in the last twelve months of the term (howsoever determined) to
pay all general rates in full and not to claim empty property
relief in respect of the demised premises
(3) In 1998 and 2002 and the last three months of the term (howsoever
determined) to paint clean or otherwise treat as the case may be all the
inside structure and other internal parts of the demised premises
usually or requiring to be painted cleaned or otherwise treated with two
coats of good quality paint or other suitable material of good quality
in a proper and workmanlike manner and generally to redecorate the
interior of the demised premises and afterwards grain varnish wash strip
stop distemper colour paper or otherwise decorate in the usual manner
all parts usually or requiring to be so dealt with provided that the
colour and method of all such painting and other works of decoration in
the last year of the term (howsoever determined) shall first be approved
by the Landlord in writing such approval not to be unreasonably withheld
or delayed
(4) To put and keep the demised premises in good and substantial repair and
condition and to replace from time to time if beyond repair all
Landlord's fixtures and fittings damage by the insured risks excepted
save where the insurance effected by the Landlord is vitiated avoided or
forfeited or the payment of the money thereunder or if any part thereof
is refused or withheld by reason of the act or omission of the
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Tenant or any person deriving title under the Tenant or their
respective agents servants or licensees
(5) At the expiration or sooner determination of the term:
(a) quietly to yield up the demised premises (except lessee's and
trade fixtures and fittings which may or at the request of the
Landlord shall be removed prior to the expiration or sooner
determination of the term) in a condition consistent with the due
performance and observance by the Tenant of its covenants in
these presents
(b) without prejudice to sub-clause (a) above if any alterations or
additions shall have been made to the demised premises during the
term to reinstate the demised premises (if so required by the
Landlord but not otherwise) to the state and condition thereof
prior to the making of such alterations and additions
(c) to remove from the Building every sign notice or other
notification belonging to the Tenant or any person deriving title
under the Tenant
(d) to make good all damage caused by the removal of fittings
furniture and effects belonging to the Tenant or any person
deriving title under the Tenant to the reasonable satisfaction of
the Landlord and if the Tenant fails to leave the demised
premises in such condition to pay to the Landlord the cost of
taking such steps as may be necessary or expedient to remedy such
default
(6) (a) To comply with every enactment (which expression in this
sub-clause includes any and every statute already or hereafter to
be passed and every order regulation bye-law or direction already
or hereafter to be made or issued under or in pursuance of any
such Act) and every provision requirement or direction of any
governmental local or other competent authority relating to or
affecting the demised premises or any alterations or
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additions thereto or the employment of persons or the conduct of
any trade or business thereupon or any fixtures fittings plant
machinery or chattels for the time being therein
(b) To execute all works and obtain all certificates and licences and
provide and maintain all arrangements which by or under any such
enactment or any such provision requirement or direction are or
may be directed or required to be executed obtained and
maintained upon or in respect of the demised premises or any
alterations or additions thereto or the employment of persons or
the conduct of any trade or any fixtures fittings plant machinery
or chattels as aforesaid whether by the Landlord or the Tenant
provided that nothing in this sub-clause shall entitle the Tenant
to make any alterations or additions to the demised premises
otherwise than in accordance with the Tenant's covenants in that
behalf contained in these presents
(7) Upon receipt to deliver to the Landlord a copy of any communication made
given or issued by any government department local authority or other
competent authority relating to or affecting the demised premises and at
the Tenant's cost to make or join in making such objections
representations or appeals against or in respect thereof as the Landlord
may reasonably require
(8) (a) To comply with the Planning Acts so far as affecting the
demised premises and any development already or hereafter to be
carried out executed done or omitted thereon or the use thereof
for any purpose
(b) To obtain from the relevant planning authority all licences
consents and permissions and to serve such notices as may be
required for the carrying out of any development on the demised
premises but so that notwithstanding any approval granted under
these presents the Tenant shall not make any application for such
licence consent or permission
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without the previous written consent of the Landlord (which shall
not be unreasonably withheld or delayed)
(c) If any such licence consent or permission is granted subject to
conditions not to carry out such development or institute or
continue such use before security for the compliance with such
conditions has been produced to the Landlord and acknowledged by
it in writing as satisfactory such acknowledgement not to be
unreasonably withheld
(d) To pay and satisfy any charge or levy imposed under the Planning
Acts in respect of the carrying out of maintenance of any such
development as aforesaid
(e) Before the expiration or sooner determination of the term and
unless the Landlord shall otherwise direct to carry out in a good
and workmanlike manner with suitable materials of good quality
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 which may have been granted
during the term and implemented in whole or in part
(9) To permit the Landlord and persons authorised by the Landlord to enter
upon the demised premises without interruption at any reasonable time
upon prior written notice except in the case of emergency for the
purpose of inspecting and measuring the same and carrying out its
obligations under these presents
(10) To diligently commence and make good all breaches of the Tenant's
covenants contained in these presents of which written notice shall have
been given by the Landlord to the Tenant within two months after the
giving of such notice or sooner if requisite and if the Tenant shall at
any time make default in the performance of any such covenants of which
notice has been given as aforesaid to permit the Landlord
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and all persons authorised by the Landlord to take such steps as may to
it seem necessary or expedient to remedy the same (but without prejudice
to the rights of re-entry hereinafter contained)
(11) To permit the Landlord and its agents to enter upon the demised premises
at any time during the last six months of the term (howsoever
determined) to affix and retain upon the demised premises notice boards
or bills for reletting the same provided that such noticeboards so far
as is practicable do not curtail the access of light and air to the
premises
(12) To permit the Landlord and persons authorised by the Landlord at all
reasonable times after reasonable prior written notice (save in
emergency) to enter and remain upon the demised premises with or without
equipment and materials and to erect scaffolding outside the demised
premises and to place ladders on the demised premises for the exercise
of the easements and rights reserved by these presents and such
covenants conditions and restrictions (if any) as may affect any
reversion immediately or mediately expectant on the term the person
exercising such right causing as little inconvenience as reasonably
possible to the Tenant's enjoyment of the demised premises and as soon
as reasonably practicable making good any damage caused to the demised
premises or any of the Tenant's fixtures or possessions
(13) To indemnify the Landlord against all reasonable and proper costs
arising from or in contemplation of
(a) the preparation and service of any notices or proceedings under
Sections 146 and 147 of the Law of Property Act 1925 or the
Leasehold Property (Repairs) Act 1938 and the inspection and
supervision of the works required to be done thereunder and the
taking of steps subsequent to any such notice notwithstanding
forfeiture is avoided otherwise than by relief granted by the
Court
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(b) the effecting of any forfeiture not requiring such notice
(c) the recovery of such sums of money due hereunder including the
levy or attempted levy of any distress
(d) the preparation and service of all notices and schedules (whether
statutory or otherwise) relating to wants of repair to the
demised premises or other breaches of any of the Tenant's
covenants contained in these presents and the inspection and
supervision of any works required to be done thereunder whether
served during the term or after the termination thereof
(howsoever determined)
(e) any application for a consent licence or approval whether it is
granted or refused or proffered subject to any qualification or
condition or whether the application is withdrawn or abandoned
(14) (a) Not to do or bring or keep on the demised premises anything
which might increase the risk of fire or explosion or which in
the reasonable opinion of the Landlord may cause nuisance damage
annoyance or inconvenience to the Landlords or the owners or
occupiers of other parts of the Building or any adjoining or
neighbouring property or depreciate the value of the demised
premises or the Building
(b) Not to do anything whereby the insurance effected on the Building
may become void or voidable
(c) To comply with the recommendations or requirements of the
insurers of the Building and the local fire officer
(d) If the Building is damaged or destroyed by any risk insured
against by the Landlord and the policy of insurance in respect
thereof is vitiated avoided or forfeited or the payment of the
money thereunder or of any part thereof is
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refused or withheld by reason of the act or default of the Tenant
or any person deriving title under the Tenant or their respective
agents servants or licensees then and in every such case
forthwith to pay to the Landlord an amount equal to the sum so
refused or withheld
(15) To insure all plate glass if any in the demised premises against damage
or destruction in the full re-instatement cost thereof in the joint
names of the Landlord and Tenant in some insurance office to be approved
by the Landlord (such approval not to be unreasonably withheld) and to
hold all money received by virtue of any such insurance upon trust to be
forthwith laid out in reinstating the damage or destruction in respect
of which it shall have been paid and to make up any deficiency out of
its own money
(16) Not to effect any insurance of the demised premises against any risks
which are from time to time insured against by the Landlord and to hold
any monies received from any policy effected in breach thereof upon
trust for the Landlord
(17) To give notice as soon as reasonably practicable in writing to the
Landlord of any destruction or damage to the demised premises and of any
defect which would or might give rise to any obligation on the
Landlord's part to do or refrain from doing any act or thing in order to
comply with the duty of care imposed by the Defective Premises Act 1972
(18) (a) Not to make any alterations or additions to the demised
premises or its installations conduits or services or to unite
the same with any other premises save as provided in this
sub-clause
(b) Not without the consent of the Landlord (such consent not to be
unreasonably withheld or delayed) to make any internal
non-structural alteration
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(c) Not to commence any alterations or additions before all necessary
licences approvals permissions and consents from the relevant
governmental local and other competent authorities the Superior
Landlords and the insurers have been produced to the Landlord and
acknowledged by it in writing as satisfactory
(d) To carry out any alterations or additions approved by the
Landlord in a good and workmanlike manner with suitable materials
of good quality to the reasonable satisfaction of the Landlord
strictly in accordance with all such licences approvals
permissions and consents and the plans and specifications
approved by the Landlord without causing any nuisance to the
owners or occupiers of any other parts of the Building or any
neighbouring premises
(e) To remove upon demand any alterations or additions made in
contravention of this sub-clause or in respect of which any
licence approval permission or consent is withdrawn or lapses and
make good all damage caused by such removal and restore all parts
of the demised premises affected thereby to a good and
substantial condition and properly decorated to the reasonable
satisfaction of the Landlord
(19) (a) Not to use the demised premises for any dangerous noxious noisy
offensive illegal or immoral purpose nor for any auction or
public meeting
(b) Not to institute any change of use before all necessary licences
approvals permissions and consents from the relevant governmental
local and other competent authorities the insurers and other
persons interested in the demised premises have been produced to
the Landlord and acknowledged by it in writing as satisfactory
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(c) Subject to paragraphs (a) and (b) of this sub-clause not to use
the demised premises otherwise than as offices
(20) Not to submit any part of the Building to any excessive load nor to
suspend any excessive weight from the ceilings or structure of the
Building
(21) Not to load or unload or receive delivery of or despatch any goods
otherwise than in the areas and through the entrances designated for
such purposes by the Landlord and not to leave any article or vehicle so
that such areas or means of access to the Building are blocked to
pedestrians or vehicles or so that access is precluded hindered or
inconvenienced
(22) Not to overload or obstruct the conduits serving the demised premises or
to discharge into any pipes drains or sewers any trade effluent (as
defined in the Public Health (Drainage of Trade Premises) Act 1937) or
any harmful matter or substance
(23) Not to obstruct or interfere with the ventilating louvers and grilles
situate in or serving the demised premises and not to install or operate
in the demised premises any equipment machinery or apparatus which may
cause the efficiency of the heating ventilation and air cooling system
of the Building to be diminished or impaired or the balance thereof
interfered with
(24) Not to darken or obstruct any windows belonging to the demised premises
or permit any new window opening doorway or other easement to be made or
acquired in or against the demised premises and in case any such window
opening doorway or other easement shall be made or acquired to forthwith
give written notice thereof to the Landlord and at the request and cost
of the Landlord to adopt such means as the Landlord may reasonably
require for preventing the acquisition of any such easement
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(25) (a) Alienation of part absolutely prohibited
(i) Not to charge or assign or underlet part only of the Premises
(ii) Not save as hereinafter permitted to part with or share
possession or occupation of the whole of the Premises or any part
thereof PROVIDED THAT occupation of the Premises or any part
thereof as a licensee only by a company which is a member of the
same group (as that expression is defined in Section 42 of the
Landlord and Tenant Act 1954) as the Tenant shall not be a breach
of this covenant
PROVIDED FURTHER THAT
(1) no legal estate or other right or tenancy shall be created
(2) the Tenant shall forthwith give the Landlord notice in writing of
the identity of such company the relationship of the company to
the Tenant the area occupied the date of occupation and proposed
date of vacation
(3) the Tenant shall procure (and hereby covenants to this effect)
that the company shall vacate the Premises immediately upon
whichever is the earlier of the date of the termination of the
Term and the date on which such company ceases to be a member of
the same group
(25) (b) Assignment permitted
Not to assign the whole of the Premises other than in accordance
with the following terms and conditions
(i) (if the Landlord so reasonably requires) the Assignee shall
provide a guarantor or guarantors acceptable to the Landlord who
shall covenant (jointly and severally if more than one) with the
Landlord on the terms
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referred to in the Sixth Schedule or on such other terms as the
Landlord may reasonably require
(ii) the Tenant shall obtain the consent of the Landlord which shall
not be unreasonably withheld and shall be by deed containing
covenants by the intended assignee directly with the Landlord for
the residue of the Term to pay the Rents and to perform and
observe the Tenant's covenants (including this covenant)
(25) (c) Charging Permitted
Not to charge the whole of the Premises without the consent of
the Landlord such consent not to be unreasonably withheld
(25) (d) Underletting Permitted
(i) Not to underlet the whole of the Premises without the consent of
the Landlord such consent not to be unreasonably withheld
(ii) Not to underlet the whole of the Premises other than in
accordance with the following terms and conditions
(a) shall be the best rent obtainable without taking a fine or
premium and shall not be commuted or payable more than one
quarter in advance
(b) Prior to the grant of any such underlease an order of the
Court shall be obtained pursuant to the provisions of
Section 38(4) of the Landlord and Tenant Act 1954 (as
amended by Section 5 of the Law of Property Act 1969)
authorising the exclusion of Section 24-28 of such Act in
relation to the tenancy intended to be created by the
underlease and a certified copy of such order shall be
produced to the Landlord
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(iii) To incorporate in every permitted underlease of
(1) a covenant that the undertenant shall not assign charge
or underlet part only of the premises thereby demised
(2) a covenant that the undertenant shall not assign or charge
the whole of the premises thereby demised without the
consent of both the Landlord and the Tenant under this
Lease
(3) a covenant that the undertenant shall not further underlet
the whole or part of the premises thereby demised
(4) a covenant that the undertenant shall not part with or
share possession of occupation or declare a trust in
respect of the premises thereby demised save by save of an
assignment charge or underlease pursuant to the provisions
hereinbefore contained
(5) a covenant by the undertenant (which the Tenant hereby
covenants to enforce) prohibiting the undertenant from
causing or suffering any act or thing upon or in relation
to the premises underlet inconsistent with or in breach of
the provisions of this Lease and
(6) a condition for re-entry in the form referred to in
clause 5(1) hereof
(25) (e) Upon and permitted underlease to procure that the undertenant
shall give a direct covenant under seal in favour of the Landlord
to observe and perform the covenants and conditions on the part
of the Tenant contained in this Lease (save as to payment of
rent) in so far as the same relate to or affect the premises
underlet and to ensure that a guarantor or guarantors acceptable
to the Landlord guarantee such covenant in such terms as the
Landlord may from time to time require
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(25) (f) The Tenant shall obtain the approval of the Landlord's
solicitors to the principal terms of any underlease (and if
requested) the form of the proposed underlease before granting
the same (such approval not to be unreasonably withheld or
delayed)
(25) (g) In connection with any underlease the Tenant shall
(i) not consent to or participate in any variation or addition
to any such underlease (or any of the terms thereof)
without the consent of the Landlord such consent not to be
unreasonably withheld or delayed and
(ii) enforce all the covenants and obligations of the
undertenant thereunder and not expressly or by implication
waive any breach of the same and
(26) Within thirty days after any assignment assent mortgage or charge or
release or vacation of any mortgage or charge or devolution of or other
instrument relating to the demised premises or any estate or interest
therein however remote or inferior to give notice to the solicitors for
the time being of the Landlord and produce to them for their retention a
certified copy of the deed or instrument effecting the same or any
Probate or Letters of Administration and pay a reasonable registration
fee
(27) To indemnify the Landlord against
(a) any tax or imposition which becomes payable during the term by
reason of any act or omission of the Tenant or persons deriving
title under the Tenant which but for such act or omission would
not have been payable
(b) all actions or costs claims demands and expenses whatsoever
arising as a result of any breach or non-observance of the
Tenant's covenants and
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conditions contained in these presents or by reason of any act or
default of the Tenant or their respective agents servants or
licensees
(28) Not to display on the demised premises so as to be visible from outside
any aerial signboard fascia placard sign poster blind bill advertisement
or illuminated sign without the Landlord's prior written consent
(29) To produce without delay if so reasonably required such evidence as the
Landlord may reasonably require to satisfy itself that the Tenant's
covenants contained in these presents have been complied with and
particulars of all derivative or occupational rights existing in respect
of the demised premises however remote or inferior
(30) To pay to the Landlord if so required and without prejudice to the
Landlord's other remedies (as well after as before any judgment)
interest at the rate of four per centum per annum above the base rate of
The Royal Bank of Scotland Plc from time to time on any sum or sums
becoming due under these presents (whether or not formally demanded) and
not paid within fourteen days of the same becoming due from the date of
payment
(31) To keep clean the exterior and the interior of the glass in the windows
and doors of the demised premises
(32) (a) The Tenant will pay to the Landlord on delivery of a proper
Value Added Tax invoice any Value Added Tax due on taxable
supplies made under this Lease including such tax upon the rents
hereby reserved. All sums payable under these presents shall be
deemed to be tax exclusive
(b) The Tenant will indemnify and keep indemnified the Landlord in
respect of any Value Added Tax paid or payable by the Landlord
levied upon any cost or expense (not itself being entitled under
the terms of this Lease to recover
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from the Tenant such amounts of Value Added Tax) to be paid by
the Tenant on demand
(33) To observe and perform and procure that its servants agents and visitors
observe and perform such reasonable regulations as the Landlord or its
agent may from time to time make for the control security or management
of the Building or any part thereof or the comfort safety or convenience
of the tenants occupiers or other persons resorting thereto
(34) To observe and perform the covenants and conditions on the part of the
lessee contained in the Headlease insofar as the same relate to or
affect the demised premises and are not the responsibility of the
Landlord hereunder and save for payment of rent and any other sums
payable by the Landlord to the Superior Landlord under the Headlease and
save for any other matters which would otherwise be inconsistent with
the terms of this Lease (which shall prevail)
4 THE Landlord HEREBY COVENANTS with the Tenant as follows
(1) That the Tenant paying the rents hereby reserved and observing and
performing the covenants on its part herein contained shall peaceably
hold and enjoy the demised premises during the term without any lawful
interruption by the Landlord or any person lawfully claiming under or in
trust for it
(2) To repair decorate maintain renew rebuild and clean the main structure
foundations walls roofs staircases window frames and external parts of
the Building and all conduits plant equipment and appliances in or about
the Building other than those which are the responsibility of the Tenant
or any other tenant or occupier of the Building so as to keep the
Building and all conduits plant equipment and appliances in good repair
and condition
(3) Subject to paragraph 6(e) of the Fourth Schedule and to the Tenant
paying the sums payable in accordance with the Fourth Schedule to
provide the services and
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discharge the functions referred to in the Fifth Schedule having regard
to principles of good estate management
(4) To insure the Building against the insured risks in such sum as the
Landlord shall reasonably determine as representing the full rebuilding
and reinstatement cost (including sums for demolition and site clearance
architects' and other fees Value Added Tax and a due allowance for cost
increases over the likely rebuilding period) of the Building and at
least three years' loss of rent in respect thereof (which may be
calculated having regard to impending rent reviews) and also for public
liability and property owners' insurance in some insurance office of
repute or with underwriters provided that the Landlord shall not be
obliged to insure any fixtures and fittings which may be installed by
the Tenant (whether the Landlord's or Tenant's fixtures and fittings) or
any additions or improvements to the demised premises until the Tenant
has notified the Landlord in writing of the value or reinstatement cost
thereof (but so that the Landlord may from time to time at its
discretion increase the amount of the insurance)
(5) To supply to the Tenant on request particulars of any policy of
insurance effected hereunder sufficient to enable the Tenant to know the
full extent of the premises and the fixtures and fittings covered the
risks and the sums insured and any exceptions exclusions conditions or
limitations to which the policy is subject
(6) To apply all moneys received under such insurance (other than sums
relating to rent) in rebuilding or reinstating (so far as such insurance
moneys shall extend) the Building to the same or no less suitable and
convenient state as before the loss or damage occurred such rebuilding
or reinstatement to be effected with all reasonable despatch and
diligence after all necessary consents and approvals have been obtained
save that if the Landlord shall be unable to rebuild or reinstate the
Building and within thirty six months of the happening of the loss or
damage shall so notify the Tenant in writing the Landlord's obligation
in that respect and these
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presents shall determine and the Landlord shall be entitled to retain
the whole of such monies without prejudice to any further right or
remedy of the Landlord
(7) To pay the rents reserved by and observe and perform the covenants on
the part of the lessee contained in the Headlease save insofar as they
are the responsibility of the Tenant hereunder
5 PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED that:-
(1) (a) if the rents hereby reserved or any part thereof shall be in
arrears for twenty-one days after the same shall have become due
(whether legally demanded or not) or
(b) in the event of any breach of any of the Tenant's covenants
contained in these presents
(c) if the Tenant or any surety who at any time guarantees the
obligations of the Tenant (being a body corporate) shall have an
order made or a resolution passed for its winding up or shall
otherwise enter voluntary winding up or if a petition is
presented or a meeting is convened for the purpose of considering
a resolution for its winding up (other than voluntary winding up
of a solvent company for the purpose of amalgamation or
reconstruction) or shall have a receiver or administrative
receiver appointed over all or any of its assets or if the
equivalent occurs under the laws of the place of incorporation of
the Tenant or the surety in the instance of being bodies
corporate or
(d) if an administration order is made in respect of the Tenant or
such surety (being a body corporate) or a petition for such an
order is presented or if the equivalent occurs under the laws of
the place of incorporation of the Tenant or the surety in the
instance of being bodies corporate or
-20-
(e) if the Tenant or such surety (being a body corporate) calls a
meeting of its creditors or any of them or makes an application
to the Court under Section 425 of the Companies Act 1985 or a
meeting is convened pursuant to Section 3 of the Insolvency Act
l986 to consider a proposal for a voluntary arrangement under
Part I of the 1986 Act in relation to the Tenant or such surety
(being a body corporate) or enters into any arrangement scheme
compromise moratorium or composition with its creditors or any of
them or suffers any distress or execution to be levied on the
demised premises or enters into a transaction to which section
423 of the Insolvency Act 1986 applies or is unable to pay its
debts within the meaning of Section 123 of the Insolvency Act
1986 or if the equivalent occurs under the laws of the place of
incorporation of the Tenant or the surety in the instance of
being bodies corporate or
(f) if the Tenant or such surety (being an individual or if more than
one individual then any of them) shall be subject to a bankruptcy
order or a petition for such an order is presented or if the
Tenant or such surety shall make any assignment for the benefit
of creditors or make any arrangements with creditors for the
liquidation of debts and liabilities by composition or otherwise
or if the equivalent occurs under the laws of the place of
incorporation of the Tenant or the surety in the instance of
being bodies corporate or
(g) if an application is made in respect of the Tenant or such surety
(being an individual or if more than one individual then any of
them) for an interim order under Section 252 of the Insolvency
Act 1986 or if any such order is made or any meeting is convened
pursuant to Section 257 of the Insolvency Act l986 to consider a
proposal for a voluntary arrangement under Part VIII of the said
Act in relation to the Tenant or such surety or if the Tenant or
such surety enters into any arrangement scheme compromise
moratorium or
-21-
composition with his creditors or any of them or suffers any
distress or execution to be levied on the demised premises or
enters into a transaction to which Section 423 of the Insolvency
Act 1986 applies or appears to be unable to pay any debt (as
those expressions are defined in Section 268 of the Insolvency
Act 1986) or if the equivalent occurs under the laws of the place
of incorporation of the Tenant or the surety in the instance of
being bodies corporate
it shall be lawful for the Landlord or any person on its behalf to
re-enter upon the demised premises or any part thereof in the name of
the whole and thenceforth peaceably to hold and enjoy the same as if
these presents had not been made without prejudice to any right of
action or remedy of the Landlord
(2) If the demised premises or any part thereof or the means of access
thereto shall be damaged by any of the insured risks so as to be unfit
for occupation and use and the insurance effected by the Landlord shall
not have been vitiated avoided or forfeited or the payment of the money
thereunder or of any part thereof refused or withheld by reason of any
default of the Tenant or any person deriving title under the Tenant or
their respective agents servants or licensees then the Principal Rent
and any amounts attributable to service charge or a fair proportion
thereof according to the nature and extent of the damage sustained shall
be suspended until the demised premises shall again be rendered fit for
occupation and use or until the expiration of such period in respect of
which loss of rent insurance may have been effected (whichever shall be
the earlier) and any dispute concerning this sub-clause shall be
determined by a single arbitrator in accordance with the provisions of
the Arbitration Acts 1950 and 1979
(3) Any licence consent or approval given by the Landlord shall (whether or
not therein expressed) be conditional on the Tenant obtaining all
requisite licences consents permissions or approvals from the relevant
governmental local and other competent
-22-
authorities and from the insurers and any other person interested in the
demised premises and nothing contained or implied in these presents or
in any such licence consent or approval shall be taken to be a covenant
warranty or representation by the Landlord or its agents that the
demised premises can be or is fit to be used for the Tenant's or any
other purpose or that any alteration or addition or change of use which
the Tenant may intend to carry out will not require the approval of the
relevant governmental local or other competent authority the insurers or
any other person interested in the demised premises
(4) If after the termination of the term (howsoever determined) any property
shall remain on the demised premises the Landlord may either in so far
as the same is annexed to the demised premises treat it as having
reverted to the Landlord or as the agent of the Tenant (and the Landlord
is hereby appointed by the Tenant to act on that behalf) remove store
and sell such property and then hold the proceeds of sale after
deducting the costs and expenses of removal storage and sale incurred by
it to the order of the Tenant provided that the Tenant shall indemnify
the Landlord against liability incurred by it to any third party whose
property shall have been dealt with by the Landlord
(5) These presents shall not confer upon or be deemed to include (by
implication or otherwise) in favour of the Tenant any right privilege
estate or interest not expressly herein set out in through over or upon
any land or premises adjoining or near to the demised premises or the
air space thereover or the ground below the foundations thereof
(6) In addition to the said rents any monies falling due under these
presents may be recovered by distress as rent in arrears
(7) The Landlord its servants agents visitors or licensees shall not be
liable or responsible to the Tenant its servants agents visitors or
licensees for any loss injury damage nuisance annoyance or inconvenience
which may be sustained by the Tenant
-23-
its servants agents visitors or licensees (either personally or to their
property including the demised premises) caused by:-
(a) any failure or defect in or negligent operating of any conduits
or services of the Building not directly under the control of the
Landlord or its agents, or
(b) the act or neglect of any other tenant or occupier of the
Building or their servants agents visitors or licensees
(c) any act of omission or negligence of any porter or other servant
or agent of the Landlord in or about the performance of any duty
relating to the provision of services
(8) Nothing contained or implied in these presents shall impose or be deemed
to impose any restriction on the use of any part of the Building or any
adjoining or neighbouring property or give the Tenant the benefit of or
the right to enforce or to have enforced or to prevent the release or
modification of any covenant agreement or condition entered into in
respect of any other part of the Building or any such adjoining or
neighbouring property or to prevent or restrict in any way the
development thereof
(9) Whenever any fire or other insurance is effected through the Landlord
all sums allowed by way of commission discount or otherwise shall belong
absolutely to the Landlord and the Landlord shall not be required to
account to the Tenant therefor
(10) If at any time it ceases to be practical to determine interest rates by
reference to the base rate of The Royal Bank of Scotland Plc there shall
be substituted for such rate such equivalent rate as the Landlord may
reasonably specify
(11) The Tenant shall not be or become entitled to any compensation under
Section 37 or 59 of the Landlord and Tenant Act 1954 unless the
conditions set forth in Section 38(2) of that Act shall be satisfied in
relation to the Tenant claiming compensation
-24-
(12) No demand for or receipt of rent no grant of any licence consent or
approval and no acceptance of any document for registration hereunder by
the Landlord or its agent with notice of a breach of any covenant on the
part of the Tenant shall be or be deemed to be a waiver wholly or
partially of any such breach but any such breach shall be deemed to be a
continuing breach of covenant and neither the Tenant nor any person
taking any estate or interest under or through the Tenant shall be
entitled to set up any such demand receipt grant or acceptance in any
action for forfeiture or otherwise
(13) Any notice served under these presents shall be validly served if served
in accordance with Section 196 of the Law of Property Act 1925 as
amended by the Recorded Delivery Service Act 1962
6.1 In this clause (unless the context otherwise requires or admits) the
following words and phrases shall have the following meanings
Word or Phrase Meaning
Review Date respectively the ____________ day of ______________
in the year 2001 or any other date that becomes a
Review Date pursuant to paragraph 6 of this clause
Market Rent the best rent at which the demised premises might
reasonably be expected to be let with vacant
possession by a willing lessor to a willing lessee
without any premium or other consideration in the
open market at the relevant Review Date for a term
of the same duration as the residue of the term or
a term of years whichever shall be the greater with
vacant possession and for the use or uses permitted
under this Lease (or for the actual use or uses if
attracting a higher value) and otherwise upon the
terms of
-25-
this Lease (other than the amount of rent
hereby reserved but including the provisions for
rent review) on the following assumptions
(a) that all the Landlord's and the Tenant's
covenants in this Lease have been complied
with
(b) that the demised premises are fit and fitted
out for immediate occupation and use
(c) that in case the demised premises have been
destroyed or damaged or have become
inaccessible they have been completely
rebuilt reinstated or rendered accessible
(d) that the demised premises are in a good
state of repair and decorative condition
(e) that the demised premises may lawfully be
used for the uses permitted under this Lease
and/or the use to be assumed for the purpose
of review pursuant to the provisions
hereinbefore contained
(f) that the tenant any undertenant and their
respective successors in title are or would
be able to recover any Value Added Tax
payable hereunder or its or their accounting
with H M Customs & Excise or other
responsible authority immediately after the
same is paid
(g) that the Tenant has enjoyed prior to the
relevant review date a rent free period of
sufficient length to
-26-
allow the Tenant to fit out the demised
premises in accordance with the Tenant's
requirements to the intent that no discount
shall be made in ascertaining the Market
Rent to reflect such rent free period or
other concession or inducement and that the
market rent shall be that which would be
payable after the expiry of such rent free
period
BUT DISREGARDING
(a) any goodwill attached to the demised
premises by reason of the carrying on
thereat by the Tenant or any undertenant of
any business
(b) any effect on rent of any improvement to the
demised premises made (otherwise than
pursuant to any obligation to the Landlord
contained in this Lease of the Tenant or any
undertenant to carry out such work) by the
Tenant or any undertenant during the term at
the sole expense of the Tenant or any
undertenant and with the consent of the
Landlord and in accordance with all
necessary statutory and by-law consents
(c) the effect on rent of any works or
alterations to the demised premises which
reduce their rental value
(d) the effect on rent of any rent free period
or other concession or inducement which
would or might be given to an incoming
tenant on the grant of a lease of the
demised premises at the relevant Review
-27-
Date to the intent that no discount shall be
made in ascertaining the Market Rent to
reflect such rent free period or other
concession or inducement and that the Market
Rent shall be that which would be payable
after the expiry of every such rent free
period and after receipt of such concession
or inducement
(e) any restraint or restriction on the right to
recover or increase rent imposed by any Act
President the President for the time being of the Royal
Institution of Chartered Surveyors or his duly
appointed deputy or any person authorised by the
President to make appointments on his behalf
Surveyor a surveyor agreed upon by the Landlord and the
Tenant or in default of agreement appointed by the
President
agree or agreed agree or agreed in writing between the Landlord
and the Tenant
6.2 From each Review Date the Principal Rent shall be such as may at any
time be agreed between the Landlord and the Tenant as the Principal Rent
payable from that Review Date or (in default of such agreement)
whichever is the greater of
6.2.1 the Market Rent and
6.2.2 the Principal Rent contractually payable immediately before that Review
Date
6.3 If by a date two months before the Review Date the rent payable from
that Review Date has not been agreed the Landlord and the Tenant may
agree upon a person to act as Surveyor who shall determine the Market
Rent but in default of such
-28-
agreement then the Landlord or the Tenant may at any time whether before
or after the Review Date make application to the President to appoint a
Surveyor to determine the Market Rent and such application shall request
that the Surveyor to be appointed shall be a specialist in the letting
of office premises in the area in which the premises are situate
6.4.1 The Surveyor shall act as an expert and the following provisions shall
apply
6.4.1.1 Unless the Surveyor shall otherwise direct the Landlord and the Tenant
shall each be responsible for one half of the fees of the Surveyor and
if either shall pay the whole thereof he shall be entitled to recover
one half thereof from the other
6.4.1.2 The Surveyor shall request the Landlord and the Tenant to submit to him
within a period not exceeding twenty (20) working days from such date as
he shall direct such representations and cross representations
concerning the amount of the rent and such supporting evidence as they
may wish
6.4.1.3 Within forty-five (45) working days of the appointment or within such
longer period as the Landlord and the Tenant shall agree the Surveyor
shall give to each of them written notice of the amount of market rent
as finally determined
6.4.1.4 The fees of the Surveyor shall be payable in the proportion he shall
direct in his award
6.4.2 If the Surveyor whether appointed as arbitrator or expert refuses to act
or is incapable of acting or dies or fails to give notice of his
determination within the period stipulated above the Landlord or the
Tenant may apply to the President for the further appointment of a
Surveyor which procedure may be repeated as many times as necessary
6.4.3 Any Surveyor appointed under this clause shall be required to produce a
statement of reasons when making his determination
-29-
6.5 If by a Review Date the Principal Rent payable from that Review Date has
not been ascertained pursuant to this Schedule the Tenant shall continue
to pay the Principal Rent at the rate previously payable and within
fourteen (14) days next after such ascertainment the Tenant shall pay to
the Landlord the difference for the period ending on the day preceding
the quarter day following the date of ascertainment between the
Principal Rent paid and the Principal Rent so ascertained together with
interest on such difference up to the date of ascertainment at 2% below
the Prescribed Rate
6.6 If at any Review Date there is by virtue of any Act a restriction upon
the Landlord's right to review the Principal Rent or if at any time
there is by virtue of any Act a restriction upon the right of the
Landlord to recover the Principal Rent otherwise payable then upon the
ending removal or modification of such restriction (but only once in any
period of review) the Landlord may at any time thereafter give to the
Tenant not less than one month's notice requiring an additional rent
review upon a quarter day specified therein which quarter day shall for
the purposes of this Schedule be a Review Date
6.7 A memorandum of the Principal Rent ascertained from time to time in
accordance with this Schedule shall be signed by and on behalf of the
Tenant and the Landlord respectively and exchanged between them
6.8 Time shall not be of the essence in agreeing or determining the reviewed
rent
7 Having been authorised to do so by order of the Central London County
Court made on the ___ day of ____________ 1996 under the provisions of
Section 38 of the Landlord and Tenant Act 1954 (as amended by Section 5
of the Law of Property Act 1989) the Landlord and the Tenant hereby
agree that the provisions of Sections 24-28 of the said Act shall be
excluded in relation to the tenancy hereby created
-30-
8 If either the Landlord or the Tenant wishes to determine this Lease on
the fifth anniversary of the term commencement date and shall have given
to the other party not less than six months' prior written notice then
upon the said date this Lease shall determine and cease without
prejudice to the rights and remedies of either the Landlord or the
Tenant against the other in respect of any antecedent claim or breach of
covenant
9 The parties hereby certify that there is no prior agreement for lease
to which this lease gives effect
EXECUTED AS A DEED by the parties hereto
-31-
FIRST SCHEDULE
All those parts of the third floor of the Building shown for the purpose
of identification only edged red on the plan annexed hereto including
(a) all non-loading walls within the same
(b) the internal plastered coverings and plaster work of the walls
and structure bounding the same
(c) all doors and door frames and secondary glazing
(d) all glass in the windows
(e) all false ceilings and floors and their respective fittings and
supports
(f) the surfaces of the floor slab and ceiling slab
(g) all conduits now or hereafter laid or installed in any part of
the Building and serving exclusively the demised premises
(h) all fixtures and fittings from time to time thereon
but excluding
(a) any part or parts of the Building (other than any conduits
expressly included) lying above the surface of the ceiling slab
or below the surface of the floor slab
(b) all structural parts of the Building and the window frames
-32-
THE SECOND SCHEDULE
1 The right of passage and running of water soil gas electricity and other
services in and through the conduits made or to be made in upon through
or under the Building
2 The rights to use the showers toilets and lavatory accommodation on the
same and adjacent floors of the Building
3 The right to pass and repass over along and through the entrance doors
reception hall staircases lifts passages and corridors in the Building
for the purposes of access to and egress from the demised premises the
said showers toilets and lavatory accommodation
4 The right in the case of emergency only to pass and repass over along
and through the exit doors staircases passages and corridors of the
Building intended for the use of the tenants and occupiers of the
Building
5 The right and liberty at all reasonable hours and upon giving reasonable
prior notice to enter and remain upon any other part of the Building in
connection with the inspection repair or maintenance of the demised
premises subject to those exercising such right causing as little damage
and inconvenience as possible and making good all damage
-33-
THE THIRD SCHEDULE
1 The right to erect or alter or to consent to the erection or alteration
of any building for the time being on any adjoining or neighbouring
property notwithstanding that such erection or alteration may diminish
the access of light and air enjoyed by the demised premises and the
right to deal with any such property as it may think fit
2 The right of free and uninterrupted passage and running of water soil
gas electricity and of all other services and supplies through such
conduits as are now or may hereafter be in on or under the Building or
any adjoining or neighbouring property or any buildings now or hereafter
erected thereupon together with the right on reasonable prior written
notice to enter upon the demised premises to inspect repair or maintain
any such conduits
3 The right on reasonable prior written notice to enter upon the demised
premises in connection with the erection alteration improvement repair
or maintenance of any other parts of the Building and for such purpose
to underpin shore up and bond and tie into the structure of the demised
premises making good any damage caused to the demised premises thereby
as soon as reasonably practical
4 The right on reasonable notice to lay or construct new conduits in on or
under the demised premises and to connect into such conduits as are now
or may hereafter be in on or under the demised premises other than
conduits capable of serving only the demised premises the person
exercising such right making good any damage caused to the demised
premises thereby as soon as reasonably practical
5 The rights and liberties to enter upon the demised premises in the
circumstances in which in the covenants by the Tenant contained in these
presents the Tenant covenants to permit such entry making good any
damage caused to the demised premises thereby as soon as reasonably
practical
-34-
6 The right on reasonable prior notice to enter upon the demised premises
for the purpose of complying with the Landlord's covenants contained in
these presents
7 The right temporarily to close any part of the Building other than the
demised premises and to temporarily discontinue any of the services
subject to the Landlord at all times providing adequate alternative
lavatory accommodation access and other services for use in connection
therewith
8 The right in case of emergency only to pass and repass over and through
the demised premises for the purpose of gaining access to a place of
safety
9 All existing easement quasi-easements privileges and rights whatsoever
now enjoyed (if any) by other parts of the Building or adjoining or
neighbouring property in under over or in respect of the demised
premises as if such parts of such property had at all times heretofore
been in separate ownership and occupation and such matters had been
acquired by prescription or formal grant
-35-
THE FOURTH SCHEDULE
1 On every quarter day (or within fourteen days of demand if later) the
Tenant shall pay to the Landlord such sum as the Landlord may from time
to time specify to be one quarter of a fair and reasonable estimate of
the service charge for the then current year ending 31st December
(hereinafter called "the Financial Year")
2 The amount of the service charge payable by the Tenant shall be such
percentage (this being the relationship of the net lettable area of the
demised premises to the net lettable area of the Building but so that
such ratio shall be adjusted to take account of relevant factors
including without prejudice to the generality of the foregoing the use
of other areas of the Building) of the Landlord's Expenses which
expression means the aggregate of
(a) all amounts sums costs and expenses which may from time to time
be expended incurred contributed to or become payable by the
Landlord or any person on the Landlord's behalf in complying with
the Landlord's obligations under Clause 4 (save for the payment
of rent under the Headlease) in respect of that year and
(b) a fair provision for the replacement and renewal of apparatus
machinery plant or equipment by means of depreciation or sinking
fund and for future costs outgoings and other expenditure of the
type hereinbefore described which are of a recurring nature
(whether recurring by regular or irregular periods) as the
Landlord may reasonably and fairly attribute to the demised
premises for the Financial Year in question and shall be payable
proportionately in respect of any Financial Year falling partly
within the term
3 As soon as practical after the end of each Financial Year the Landlord
shall prepare a true and fair summary of the Landlord's expenses for the
year and a certificate of
-36-
the amount of the service charge payable by the Tenant in respect of the
year (which summary and which certificate shall save in the case of
manifest error be conclusive evidence for the purposes hereof of the
matters to which they refer) and deliver copies to the Tenant
4 If the amount so certified is greater than the payments made on account
thereof then the Tenant shall within fourteen days of receipt of such
certificate pay the balance outstanding and if less the Landlord shall
give credit to the Tenant against payment on account for the then
Financial Year or refund the balance to the Tenant if the term has
expired
5 The Tenant may not object to the Landlord's expenses or any item
comprised in them or otherwise on the ground that:
(a) an item of the total costs included at a proper cost might have
been provided or performed at a lower cost or
(b) an item of the total costs fails to comply with an estimate which
was given or
(c) an item of the total costs includes an element of betterment or
improvement of the Building its services or its amenities or
(d) the Tenant disagrees with any estimate of future expenditure
which the Landlord reasonably requires to make provision so long
as the Landlord has acted reasonably and in good faith or
(e) the Tenant disagrees with the Landlord's exercise of any
discretion reserved to it so long as the Landlord has acted
reasonably and properly in reaching the conclusion the Landlord
has reached
6 For the avoidance of doubt it is declared that:-
-37-
(a) in determining the percentage referred to in paragraph 2 of this
Schedule the Landlord shall work on the basis that the whole of
the Landlord's Expenses in any Financial Year are to be fairly
and equitably apportioned by way of service charge between the
tenants or occupiers of all parts of the Building and (in respect
of any parts of the Building which are unlet but intended for
letting) the Landlord
(b) in calculating the amount of the service charge to be paid by the
Tenant the Landlord may apply the same or different percentages
to constituent elements of the Landlord's expenses
(c) if the Landlord has insufficient moneys in hand on account of
service charges (otherwise than by reason of a default on the
payment of such charges by other tenants or occupiers and
advances its own funds to meet the Landlord's expenses such funds
shall carry interest at two per centum per annum above the base
rate of The Royal Bank of Scotland Plc from the date they are
advanced until reimbursement and such interest shall be added to
and form part of the Landlord's expenses for the Financial Year
in question
(d) the payments demanded on account shall be deemed to be part of
the service charge for the purpose of the reservation of rent and
the covenant by the Tenant to pay the same and
(e) the Landlord shall be entitled after reasonable prior notice to
the Tenant at its reasonable discretion to suspend or discontinue
the provision of the services or other matters set out or
referred to in the Fifth Schedule whether or not substituting
others in their place
(f) (i) the Landlord shall keep the sinking fund payments (if
any) paid by the Tenant in a separate interest earning
deposit account until and
-38-
save to the extent that they may be required for the
purposes provided for in the Fifth Schedule
(ii) interest on the amounts outstanding to the credit of the
sinking fund account shall be credited to the account net
of any tax payable in respect of such interest
(iii) until actual disbursement such amounts held in the sinking
fund account shall be held by the Landlord for the benefit
of the owners tenants and occupiers of the Building as a
class
(iv) the receipt of the Landlord's successor to the reversion
immediately expectant on the termination of the term shall
relieve the Landlord from any liability as to the future
application of such amounts
7 The provisions of this Schedule shall continue to apply notwithstanding
the fact that the term has determined whether by effluxion of time or
otherwise but only down to the date of such determination
-39-
THE FIFTH SCHEDULE
1 Washing and painting in appropriate colours and treating in an
appropriate manner all the wood iron cement stucco work and other
exterior surfaces of the Building usually so painted or treated as the
case may be
2 Repairing maintaining renewing and improving the entrance hall landings
staircases passages showers lavatories toilet accommodation and other
parts of the Building which are neither the responsibility of the Tenant
nor of any other tenant or occupier of the Building
3 Keeping such parts in good decorative repair suitably furnished lighted
cleaned and carpeted and provided with fire extinguishing equipment
4 Repairing maintaining renewing and improving security and fire alarm
systems throughout the Building
5 Paying all existing and future rates taxes duties assessments charges
impositions and outgoings whether local or of any other description
which now are or shall at any time be payable in respect of the entirety
of the Building or the common parts of the Building and in the event of
the common parts or any part thereof being assessed or charged together
with any other part of the Building let or available for letting a due
proportion thereof to be conclusively determined by the Landlord
6 Supplying hot water to the Building
7 Operating maintaining repairing and where necessary replacing all plant
equipment and appliances used in the supply of services in the Building
8 Paying all costs and expenses incurred by the Landlord in the running
and management of the Building and the collection of the rents and
service charges (including agents fees where agents are retained or a
sum on account of administrative costs if such matters are dealt with by
the Landlord) and the
-40-
expenses properly incurred in providing the services of a building
manager and reception maintenance security cleaning and caretaking staff
9 Paying and discharging all costs and expenses payable by the Landlord in
respect of the making repairing maintaining rebuilding altering and
cleansing of all conduits party structures and other conveniences which
shall belong to or be used by the owners and occupiers of the Building
in common with other premises
10 Carrying out in accordance with the directions of the insurers such
works as may be recommended or required by them and are not the
responsibility of the Tenant or of any other tenant or occupier of the
Building
11 Complying with the requirements of any Act of Parliament regulations
orders instruments or bye-laws whether now in existence or hereafter to
be made in respect of those parts of the Building which are not the
responsibility of the Tenant or of any other tenant or occupier of the
Building
12 Discharging any taxes which may be assessed or charged on the Landlord's
expenses or any service charge fund or any income on either of them or
in respect thereof
13 Meeting Value Added Tax (insofar as the same shall be irrecoverable by
the Landlord) or any other tax or assessment incurred or payable by the
Landlord or on its behalf on or in respect of any payment made as part
of the Landlord's expenses
14 Providing and supplying such other services or facilities making such
other payments or carrying out such other repairs improvements and works
(including the provision replacement or improvement of plant and
machinery) as in the reasonable opinion of the Landlord and in the
interest of good estate management may be necessary to maintain the
Building as a high class building or may be for the benefit of the
tenants or occupiers thereof
15 Complying with the terms of the Headlease except for payment of rent
thereunder
-41-
SIXTH SCHEDULE
Surety's Covenants
1 Guarantee of Tenant's performance
The Surety hereby covenants with the Landlord as a primary obligation
that
1.1 the Tenant will pay the Rents on the days and in manner aforesaid and
will duly perform and observe all the Tenant's covenants herein and that
in case of default the Surety will pay and make good to the Landlord on
demand all loss damages costs and expenses thereby arising or incurred
by the Landlord
1.2 the Surety will enter into any further lease granted by the Landlord to
the Tenant whether pursuant to the Landlord and Tenant Act 1954 or
otherwise to guarantee the obligations of the Tenant under such lease
such guarantee to be on terms identical (mutatis mutandis) to the terms
of this guarantee or on such other terms as may be required by the
Landlord
1.3 in the event that a liquidator or trustee in bankruptcy shall disclaim
or surrender the Lease or the Lease shall be forfeited the Surety shall
if the Landlord so requires by notice given to the Surety within three
(3) months after such event take from the Landlord a new lease of the
Premises for the residue of the Term unexpired at the date of such event
and at the Rents then payable and subject to the terms of this Lease in
every respect and to execute and deliver to the Landlord a counterpart
thereof and to pay to the Landlord the costs thereof
1.4 in the event that the Landlord shall not require the Surety to take up a
lease in accordance with the provisions of paragraph 1.3 then the Surety
shall pay to the Landlord a capital sum in the amount of the Rents that
would have otherwise have been payable under this Lease in respect of
the period of three months from the date of disclaimer surrender or
forfeiture
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2 It is hereby agreed that
2.1 the Surety shall not be released or discharged in any way from its
obligations under this Lease by
2.1.1 any neglect or forbearance of the Landlord in endeavouring to obtain
payment of the Rents when the same become payable or to enforce
performance or observance of the Tenant's covenants herein and any time
which may be given by the Landlord to the Tenant
2.1.2 any variation of the terms of this Lease
2.1.3 the transfer of the Landlord's reversionary interest immediately
expectant on the termination of the Term
2.1.4 any refusal by the Landlord to accept rent tendered by or on behalf of
the Tenant at a time when the Landlord was entitled to re-enter the
Premises
2.1.5 any legal limitation and/or incapacity of the Tenant and/or any change
in the constitution or powers of the Tenant the Surety or the Landlord
2.1.6 any liquidation administration or bankruptcy of the Tenant or the Surety
2.1.7 any other act omission matter or thing whatsoever whereby but for this
provision the Surety would be released
2.2 The Surety shall not be entitled to participate in or be subrogated to
any security held by the Landlord in respect of the Tenant's obligations
or otherwise to stand in the place of the Landlord in respect of any
such security
2.3 The Surety hereby waives any right to require the Landlord to pursue
against the Tenant any rights which may be available to the Landlord
before proceeding against the Surety
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2.4 The benefit of this guarantee shall ensure for the successors in title
of the Landlord without the requirement of any express assignment
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ORIGINAL
Executed as a Deed by )
SECURUM PROPERTY HOLDINGS LIMITED ) [SEAL]
in the presence of: )
Director /s/ [ILLEGIBLE}
Secretary /s/ [ILLEGIBLE}
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COUNTERPART
Executed as a Deed for and on behalf of )
CME DEVELOPMENT CORPORATION INC )
acting by )
and
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