EXHIBIT 10.56
DATED 10 September, 2001
We hereby certify this to be a true
copy of the original document.
Dated 10/10/01
/s/ Eversheds
-----------------------------------
Eversheds
PARABOLA ESTATES LIMITED
and
REFLECTIONS INTERACTIVE LIMITED
LEASE
of Premises on the fifth and sixth floors of the Building, known as
Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxxx xxxx Xxxx
[LOGO]
XXXXXXXXX
XXXX Law Firm
St Ann's Wharf, 000 Xxxxxxxx, Xxxxxxxxx xxxx Xxxx, XX00 0XX.
Telephone (0000) 000 0000 Fax (0000) 000 0000
CONTENTS
1. Particulars ............................................................ 1
2. Definitions And Interpretation ......................................... 2
3. Demise ................................................................. 12
4. Tenant's Covenants ..................................................... 12
5. Landlord's Covenants ................................................... 32
6. Insurance .............................................................. 33
7. Guarantor's Covenants .................................................. 39
8. Provisos ............................................................... 42
9. Break Clause ........................................................... 44
10. Landlord And Tenant (Covenants) Xxx 0000 ............................... 44
11. Rights Of Third Parties ................................................ 44
First Schedule .............................................................. 45
Second Schedule ............................................................. 47
Third Schedule .............................................................. 49
Fourth Schedule ............................................................. 57
Fifth Schedule .............................................................. 58
HEAD LEASE OF PART: DATED
1. PARTICULARS
1.1 LANDLORD: PARABOLA ESTATES LIMITED (CRN 3540618)
whose Registered Office is situate at Xxx Xxx
Xxxxxxxx Xxxxxx Xxxxxxxxxxxxxx XX00 0XX
1.2 TENANT: REFLECTIONS INTERACTIVE LIMITED (CRN 3545385)
of Hanover House 00 Xxxxxxx Xxxxxx Xxxxxx X00X 0XX
1.3 GUARANTOR: None
1.4 BUILDING: ALL THAT land shown for the purpose of
identification only edged red on Plan No. 1 and
the building erected thereon known as Xxxxxxx
Xxxxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxxx xxxx Xxxx
1.5 PREMISES: the premises on the fifth and sixth floors of the
Building more particularly delineated on Plan
Numbers 2 and 3 and thereon shown edged red
comprising approximately 23,285 square feet
1.6 TERM COMMENCEMENT DATE: 20 August 2001
1.7 CONTRACTUAL TERM: Ten (10) years commencing on the Term
Commencement Date and expiring on 19 August 2011
1.8 RENT COMMENCEMENT DATE: 20 November 2001
1.9 INITIAL RENT: (Pound Sterling) 454,057.50 (four fifty four
thousand fifty seven Pounds, 50p)
(ie at Pound Sterling 19.50 per square foot)
1.10 REVIEW DATES: The fifth anniversary of the Term Commencement
Date and the penultimate day of the Term and
"Review Date" means any one of the Review Dates
1.11 INTEREST RATE: 3% per year above the base lending rate of Lloyds
TSB Bank Plc or such other bank (being a member
of the Committee of London and Scottish Bankers)
as the Landlord may from time to time nominate in
writing and "Interest" means interest during the
period from the date on which payment is due to
1
the date of payment both before and
after any judgement at the Interest Rate
then prevailing from time to time or
(should the base lending rate referred
to above cease to exist) such other rate
of interest as is most closely
comparable with the Interest Rate to be
agreed between the parties or in default
of agreement to be determined by the
Landlord's Surveyor acting as an expert
and not as an arbitrator
1.12 PERMITTED USER: Use as offices and for a sound recording
studio
1.13 INTERIOR DECORATING YEAR The fifth year of the Term
2. DEFINITIONS AND INTERPRETATION
2.1 Unless the context otherwise requires the expressions defined in
clauses 1 and 2 hereof shall have the meanings specified in this
Lease
2.1.1 "Basic Rent" means the Initial Rent and rent
ascertained in accordance with the Third
Schedule and (where the context so
admits) shall also include any rent the
amount of which is determined by the
court under Section 24A of the 1954 Act
2.1.2 "Common Parts" means such entrances (including the
atrium of the Building) passages fire
escape ways staircases service roads
service yards forecourts footpaths
ground floor lavatories plant rooms bin
stores/compounds and other areas of the
Building from time to time provided for
the common use of tenants occupiers
visitors or any of them and connecting
the Building to the Parking Areas (other
than such parts as are maintainable at
the public expense) but excluding any
such other areas which are from time to
time designated by the Landlord for use
by individual tenants or licensees
2.1.3 "Connected Person" means any person firm or company which
is connected with the Tenant as defined
in Section
2
839 of the Income & Corporation
Taxes Act 1988
2.1.4 "Conducting Media" means all pipes sewers drains mains
ducts conduits gutters watercourses
wires cables channels flues masts
aerials and all other conducting
media and includes any fixings
louvres cowls and other ancillary
apparatus
2.1.5 "Development" has the meaning given by Section 55
of the Town and Country Planning
Xxx 0000
2.1.6 "External Car Parking means the licence relating to the
Licence" External Car Parking Spaces to be
granted by the Landlord to the
Tenant (and executed by the parties
hereto immediately after the
execution of this Lease)
2.1.7 "External Car Parking means an initial number of 21 (twenty
Spaces" one) external car parking spaces the
subject of the External Car Parking
Licence
2.1.8 "Facilities" means such systems and facilities
as may from time to time be
provided for the amenity of the
Building including (but not limited
to) security and surveillance
systems fire alarm and prevention
equipment sprinklers heating
ventilation and air conditioning
equipment planted and landscaped
areas and communication facilities
2.1.9 "Group Company" means a company that is a member of
the same group as the Landlord or
the Tenant (as the case may
require) within the meaning of
Section 42 of the 1954 Act in the
form of that section as it exists
at the date of this Lease
2.1.10 "Guarantor" means the person named as such in
this Lease for so long as that
person remains bound by the
covenants on its part contained in
this Lease or any other person who
has entered into covenants with the
Landlord pursuant to clause 7 for
so long as
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such person remains bound by them
2.1.11 "Independent Surveyor" means a professionally qualified
independent surveyor with substantial
experience of lettings similar to the
letting effected by this Lease to be
appointed by the parties or in the
absence of agreement by the President
pursuant to paragraph 2 of the Third
Schedule
2.1.12 "Insurance Rent" means the amounts payable by the Tenant
to the Landlord pursuant to clause 6
2.1.13 "Insured Risks" means such of the risks hereinafter
specified for which insurance cover is
from time to time available at
commercial rates and upon reasonable
terms from a reputable insurance company
in the insurance market in England
namely:
loss or damage by fire (other than where
caused by terrorism) lightning explosion
(other than where caused by terrorism)
earthquake storm tempest flood bursting
or overflowing of water tanks apparatus
and pipes impact aircraft riot civil
commotion labour disturbances and
malicious persons and including (at the
option of the Landlord) fire and
explosion caused by terrorism and such
other risks (if any) against which the
Landlord may reasonably consider it
necessary to insure from time to time;
and PROVIDED ALWAYS that if the Landlord
is unable to effect insurance against
any one or more of these risks at
commercial rates and upon reasonable
terms (after having used its reasonable
endeavours to effect such insurance)
such risk or risks will for the purposes
of this Lease be deemed to be excluded
from the definition of "Insured Risks"
and the Landlord shall notify the Tenant
of that fact as
4
soon as is practicable
2.1.14 "Internal Car Parking means the licence relating to the
Licence" Internal Car Parking Spaces to be
granted by the Landlord to the
Tenant (and executed by the parties
hereto immediately after the
execution of this Lease)
2.1.15 "Internal Car Parking means an initial number of 3
Spaces" (three) internal car parking spaces
the subject of the Internal Car
Parking Licence
2.1.16 "Landlord" (wherever the context so admits)
means the person for the time being
entitled to the reversion
immediately expectant on the
determination of the Term and any
reference to any superior landlord
includes the Landlord's immediate
reversioner and any superior
landlord
2.1.17 "Landlord's Surveyor" means any professionally qualified
person or firm appointed by the
Landlord to perform any of the
functions of a surveyor under the
Lease (excluding those to be
carried out by the Independent
Surveyor) such person may include
an employee of the Landlord or a
Group Company and include the
person or firm appointed by the
Landlord to collect the Rents.
2.1.18 "Parking Areas" means together those areas set
aside by the Landlord for the
purposes of car parking by tenants
licensees and occupants of the
Units and referred to in the
External Car Parking Licences and
the Internal Car Parking Licences
in each case as the Car Park
2.1.19 "Parking Rent" means together the sums defined in
the External Car Parking Licence
and the Internal Car Parking
Licence as the Licence Fee
2.1.20 "Particulars" means the description and terms
appearing under the heading
"Particulars" in this Lease and the
5
Particulars are deemed to comprise
part of this Lease
2.1.21 "Plan No. 1" means the plan annexed hereto
marked "Plan No. l"
2.1.22 "Plan No. 2" means the plan annexed hereto
marked "Plan No. 2"
2.1.23 "Plan No. 3" means the plan annexed hereto
marked "Plan No. 3"
2.1.24 "Planning Acts" means the Town and Country Planning
Xxx 0000 the Planning (Listed
Buildings and Conservation Areas)
Xxx 0000 the Listed Xxxxxxxxx Xxx
0000 the Planning (Hazardous
Substances) Xxx 0000 the Planning
(Consequential Provisions) Xxx 0000
the Planning and Compensation Xxx
0000 and includes any other
applicable town and country
planning legislation
2.1.25 "Premises" means together the premises firstly
and secondly described in clause
1.5 and includes
(a) all additions and improvements
to the Premises
(b) all the Landlord's fixtures
and fittings and all other
fixtures of every kind which
shall from time to time be in
or upon the Premises (whether
originally affixed or fastened
to or upon the Premises or
otherwise) except any trade or
other fixtures installed by
the Tenant which can be
removed from the Premises
without causing material
damage to the Premises but for
the avoidance of doubt no
areas outside the boundaries
of the walls floor and the
ceiling are included in the
Premises (without prejudice to
any rights expressly granted
to the Tenant under this
6
Lease)
(c) any internal non-structural
walls within the Premises the
internal faces (including the
plaster paint and other
decorative finishes thereof
but not any other part) of the
load bearing walls which
enclose the Premises and of
the walls within the Premises
(d) the screed and finish (but not
any other part) of the floors
within the Premises and all
carpets therein and of the
balcony area which for the
avoidance of doubt means the
surface finish and screed of
the Balcony (but not the
structural parts of it or the
railings) and, in respect of
the roof garden, the soil,
gravel, paving, infill,
plants, grass, ornaments and
garden fixtures (but not the
structure of the roof of the
Building or any waterproof
membrane cladding or layer
above within or below the same
or any railings around the
edge of the Roof Garden)
(e) the internal faces (including
the tiles plaster paint and
other decorative finishes
thereof but not any other
part) of the ceilings of the
Premises and all light
fittings therein
(f) all windows window frames and
all glass in the windows
within the Premises
(g) all doors door furniture door
frames and glass in such doors
within the Premises
(h) all Conducting Media and
Facilities but only to the
extent that they are within
and exclusively serve the
Premises
(i) any raised floors and
suspended ceilings within the
Premises and all Conducting
7
Media within the voids under
or above the same (as the case
may be) which exclusively
serve the Premises
(j) internal staircases (and the
void under or above) leading
from the fifth floor to the
sixth floor of the Building
(k) the balcony area and roof
garden on the sixth floor
and references to "Premises" in the
absence of any indication to the
contrary include references to each
and any part of the Premises
2.1.26 "Regulations" means the regulations from time to
time published by the Landlord
governing the use of the Building
and the Parking Areas by tenants
licensees and other occupants of
Units
2.1.27 "Rents" means together the Basic Rent the
Insurance Rent the Service Charge
and the Parking Rent
2.1.28 "Retained Property" means all parts of the Building
which are not from time to time
Units including but not limited to:
(a) the Common Parts
(b) Conducting Media and
Facilities within or serving
the Building except those
within and exclusively serving
a Unit
(c) all parts of the structure
walls foundation and roof of
the Building (except the Roof
Garden above the structure of
the roof) which would remain
undemised if all Units were
let on the same basis as the
Premises
2.1.29 "Service Charge" means the sums payable by the
Tenant in respect of the provision
of the Services (as defined in the
Fifth Schedule) ascertained in
accordance with the
8
Fifth Schedule
2.1.30 "Tenant"
(wherever the context so admits)
means the persons for the time
being entitled to the Term
2.1.31 "Term" means the Contractual Term
2.1.32 "Terminating Event" means any of the following:
(a) in relation to an individual
(i) the making of an
application for the
appointment of an interim
receiver in respect of
the individual's property
under Section 286 of the
Insolvency Xxx 0000
(ii) the making of a
bankruptcy order in
respect of the individual
(iii) the making of an
application for an
interim order under
Section 253 of the
Insolvency Xxx 0000 in
respect of the individual
(iv) the appointment of any
person by the Court to
prepare a report under
Section 273 of the
Insolvency Xxx 0000 in
respect of the individual
(b) in relation to a company:
(i) the making of an
administration order in
respect of the company or
the presentation of a
petition for such an
order
(ii) any person becoming
entitled to exercise in
relation to the company
the powers conferred on
an administrative
receiver
(iii) an order being made or a
resolution
9
passed to wind up the
company save that a
resolution to wind up the
company whilst solvent as
part of reconstruction or
amalgamation shall not
constitute a Terminating
Event
(iv) a provisional liquidator
being appointed in
respect of the company
(v) the making of a proposal
under Section 1 of the
Insolvency Xxx 0000 for a
voluntary arrangement in
respect of the company
(c) in relation to any person
(whether an individual or a
company):
(i) the appointment of a
receiver (including an
administrative receiver)
in respect of any of the
person's assets
(ii) the person entering into
an arrangement for the
benefit of creditors
(iii) any distress or
execution being levied
(except by or on behalf
of the Landlord) on any
of the person's assets
(iv) that person ceasing for
any reason to be or
remain liable to perform
its obligations contained
in this Lease
2.1.33 "Unit" means an individual office unit of
accommodation that is let or
otherwise exclusively occupied or
designed or intended for letting or
exclusive occupation otherwise than
in connection with management of
the Building
2.1.34 "1954 Act" means the Landlord and Xxxxxx Xxx
0000
10
2.2 If at any time the Landlord the Tenant or any Guarantor
comprises two or more persons obligations expressed or implied
to be made by the Landlord the Tenant or the Guarantor as the
case may be are deemed to be made by such persons jointly and
severally
2.3 Words importing one gender include all other genders and words
importing the singular include the plural and vice versa
2.4 Any reference to "the last year of the Term" includes
reference to the last year of the Term if the Term shall
determine otherwise than by effluxion of time and any
reference to "the expiration of the Term" includes reference
to such other determination of the Term
2.5 References to any right of the Landlord to have access to the
Premises shall be construed as extending to all persons
properly authorised by the Landlord to enjoy such access
(including other tenants and licensees of Units requiring such
access in order to perform and enjoy the terms of their leases
or occupational agreements agents professional advisers
contractors and workmen and statutory undertakers)
2.6 Any covenant by the Tenant not to do an act or thing shall be
deemed to include an obligation not to permit or suffer such
act or thing to be done by another person over whom the Tenant
has control
2.7 References to "consent of the Landlord" or words to similar
effect refer to a consent by deed executed in writing signed
by or on behalf of the Landlord unless the Landlord
specifically authorises otherwise and "approved" "authorised"
or words to similar effect mean (as the case may be) approved
or authorised in writing by or on behalf of the Landlord
2.8 The term "parties" or "party" mean the Landlord and/or the
Tenant but except where there is an express indication to the
contrary exclude any Guarantor
2.9 Any reference (whether specific or general) to any statute or
statutes includes reference to any statutory extension
modification amendment or re-enactment of and any subordinate
legislation made under such statute or statutes and any
directive or ruling having legislative effect in the United
Kingdom save for the definition of Group Company
2.10 References in this Lease to clauses sub-clauses or schedules
shall be construed as references to the clauses sub-clauses or
schedules of this Lease so numbered and/or lettered unless
otherwise expressly specified
2.11 The clause paragraph and schedule headings do not form part of
this Lease and shall not be taken into account in its
construction or interpretation
11
3. DEMISE
The Landlord demises to the Tenant the Premises TOGETHER WITH the
rights specified in the First Schedule but EXCEPTING AND RESERVING to
the Landlord the rights specified in the Second Schedule TO HOLD the
Premises to the Tenant for the Contractual Term SUBJECT TO all rights
easements privileges restrictions covenants and stipulations of
whatever nature affecting the Premises AND SUBJECT ALSO TO any matters
contained or referred to in the deeds or documents short particulars of
which are set out in the Fourth Schedule YIELDING AND PAYING to the
Landlord:
3.1 the Basic Rent payable without any deduction by equal
quarterly payments in advance on the usual quarter days in
every year (subject to review as hereinafter mentioned) and
proportionately for any period of less than a year (any
necessary apportionment being made according to the number of
days in the period relative to 365 days) the first such
payment being a proportionate sum in respect of the period
commencing on (and including) the Rent Commencement Date to
the day before the quarter day next following the Rent
Commencement Date to be made on the date hereof
3.2 within 7 days of receipt of a written demand the Insurance
Rent
3.3 within 7 days of receipt of a written demand the Service
Charge and
3.4 the Parking Rent payable at the times and in the manner
referred to in the External Car Parking Licence and the
Internal Car Parking Licence respectively
4. TENANT'S COVENANTS
The Tenant hereby covenants with the Landlord throughout the Term:
4.1 RENT
To pay the Rents on the days and in the manner set out in this
Lease and not to exercise or seek to exercise any right or
claim to withhold or deduct from any of the Rents or any right
or claim to equitable set-off whatsoever and if so required in
writing by the Landlord to make such payments by banker's
order standing order or any other means for the transmission
of money to any bank and account in the United Kingdom that
the Landlord may from time to time nominate provided that if
the Landlord does so require standing order payments it will
provide a VAT invoice to the Tenant in respect of the sums
paid no later than the date on which the sums are paid
4.2 OUTGOINGS AND VAT
To pay and to indemnify the Landlord against:
12
4.2.1 all rates council tax payments in lieu of rates or
council tax taxes assessments duties charges
impositions and outgoings whatsoever which are now or
during the Term shall be charged assessed or imposed
upon the Premises or part thereof upon the owner or
occupier of them (whether imposed by statute or
otherwise and whether of a national or local
character and whether or not of a capital or
non-recurring nature and even though of a novel
character but excluding any payable by the Landlord
as a result of the receipt of the Rents or of any
disposition of or dealing with or the ownership of
any interest reversionary to the interest created by
this Lease)
4.2.2 the proportion (based on the net internal floor area
of the Premises to the net internal floor area of the
Building) properly attributable to the Premises of
any such outgoings as are specified in the
immediately preceding sub-clause and which may be
payable in respect of any property of which the
Premises form part such proportion to be fairly and
properly determined by the Landlord's Surveyor whose
decision (save as to any question of law or manifest
error) shall be final and binding and
4.2.3 (subject to receipt of a valid Value Added Tax
invoice) Value Added Tax (or any tax of a similar
nature that may be substituted for it or levied in
addition to it) which is chargeable either
(a) in respect of any payment made by the Tenant or
any supply made by the Landlord under any of the
terms of or in connection with this Lease or
(b) in respect of any payment made by the Landlord
where the Tenant agrees in this Lease to
reimburse the Landlord for such payment
4.2.4 such loss of the Landlord of rating or council tax
relief as may be applicable to the Premises by reason
of the Premises being vacant after the end of the
Term on grounds that such relief has already been
enjoyed by the Tenant as is attributable to the
period following the end of the Term (howsoever
determined)
4.3 INTEREST ON ARREARS
4.3.1 If the Tenant shall fall to pay the Rents or any
other sum due to the Landlord under this Lease within
14 days of the due date (whether formally demanded or
not) the Tenant shall pay to the Landlord Interest on
the Rents or other sum from the date when they were
due to the date on which they are paid both before
and after any judgment
13
4.3.2 Nothing in the preceding clause shall entitle the
Tenant to withhold or delay any payment of the Rents
or any other sum due under this Lease after the date
upon which they fall due or in any way prejudice
affect or derogate from the rights of the Landlord in
relation to such non-payment including (but without
prejudice to the generality of the above) its rights
under the proviso for re-entry contained in this
Lease
4.4 ELECTRICITY GAS TELEPHONE AND OTHER SERVICES CONSUMED
To pay to the suppliers and to indemnify the Landlord against
all charges for electricity gas telephone and other services
consumed or used at, or by the Tenant in relation to, the
Premises (including standing charges and meter rents and any
Value Added Tax payable thereon)
4.5 REPAIR CLEANING DECORATING ETC
4.5.1 To keep the Premises in good and substantial repair
and condition and free from all defects (including
inherent defects) excepting damage caused by any risk
against which the Landlord has insured in accordance
with its obligations under this Lease (other than
where payment of the insurance moneys is refused in
whole or in part by reason of any act or default of
the Tenant its subtenants or anyone at the Premises
expressly or by implication with the Tenant's
authority)
4.5.2 To replace from time to time such of the Landlord's
fixtures and fittings in the Premises which in the
reasonable opinion of the Landlord's Surveyor may be
or become beyond repair at any time during or at the
expiration of the Term with new ones of a
substantially similar kind quality and standard of
performance
4.5.3 To keep the Premises clean and at least once in every
month to properly clean the internal sides of the
windows (and the external sides of the windows where
they adjoin the sixth floor balcony/roof garden) and
window frames and all other glass visible from the
exterior of the Premises and all window blinds
4.5.4 In the Interior Decorating Year and in the last year
of the Term and if different on the expiration of the
Term to redecorate the interior of the Premises in a
good and workmanlike manner and with appropriate
materials of a good and substantial quality to the
reasonable satisfaction of the Landlord's Surveyor
(any change in the tints colours and patterns of such
decoration to be first approved by the Landlord such
approval not to be unreasonably withheld or delayed)
save that the Tenant shall
14
not be required to redecorate more than once in any
24 months of the Term unless the interior decoration
is not in good decorative order
4.5.5 Where the use of Conducting Media boundary structures
or other things is common to the Premises and other
property within the Building to be responsible for
and to undertake a proper proportion of all work that
is the responsibility of the owner lessee or occupier
of the Premises in relation to those Conducting Media
or other things and to indemnify the Landlord in
respect thereof
4.5.6 As often as shall be reasonably necessary and in any
event not less than once during in every week of the
Term to dispose of all refuse at or upon the Premises
4.5.7 To keep the landscaped areas of the Roof Garden in
good horticultural order and condition and to replace
diseased dead or damaged items with other items of
the same or substantially similar nature
4.6 PLANT AND MACHINERY
4.6.1 Without prejudice to the provisions of clause 4.5
above save where the same is the responsibility of
the Landlord to put and keep in good and substantial
repair and condition all plant machinery apparatus
and equipment serving and in the Premises and to keep
the same in good working order and condition and for
that purpose where reasonably necessary:
(a) to enter into and thereafter at all times to
keep on foot and observe the obligations of the
Tenant under contracts with reputable
contractors (such contractors to be first
approved in writing by the Landlord such
approval not to be unreasonably withheld or
delayed) for the periodic and regular inspection
servicing and maintenance of the said plant
machinery apparatus and equipment and to produce
to the Landlord on demand from time to time
proper and full copies of such contracts as are
then current
(b) to renew or replace from time to time such of
the plant machinery apparatus and equipment
installed by the Landlord in the Premises which
in the opinion of the Landlord's Surveyor may be
or become at any time during or at the
expiration of the Term beyond repair with new
plant machinery apparatus and equipment (as the
case may be) of a substantially similar kind and
quality
4.6.2 Not to install keep or use in or upon the Premises
any machinery equipment or apparatus nor to permit
the playing on the Premises of music whose use is
likely to cause or in fact causes:
15
(a) damage to the Premises or
(b) noise or vibration which can be heard or felt outside
the Premises or which is likely to annoy or disturb
the owners and/or occupiers of any property adjoining
or near to the Premises or the tenants or occupants
of any other Unit
and to ensure (by directions to staff and otherwise) that all
machinery equipment and apparatus in or upon the Premises is
properly operated so as to minimise noise and vibration
4.6.3 Not to bring on to or keep or maintain in or on the Premises
any article or thing which is or might become dangerous
offensive combustible inflammable radioactive or explosive
unless the prior written consent of the Landlord (which shall
not be unreasonably withheld or delayed) shall first have been
obtained nor to keep any articles or things on the sixth floor
balcony/roof garden (other than the landscaping provided by
the Landlord and such other items of landscaping approved by
the Landlord under the terms of this Lease)
4.6.4 Not to discharge into any of the Conducting Media serving the
Premises:
(a) any oil or grease or any noxious objectionable
dangerous deleterious poisonous or explosive matter
or substance
(b) any matter or substance of a kind likely to (or which
does in fact) contaminate or pollute the water of any
stream or river or any controlled water
4.6.5 Not to bring on to or keep or maintain in or on the Premises
any thing which produces fumes or odours that can be detected
outside of the Premises (nor to cause any such fumes or odours
to be generated) or which is otherwise offensive or a nuisance
to the owners and/or occupiers of any property adjoining or
near to the Premises or the tenants or occupiers of any
property adjoining or near to the Premises or the tenants or
occupiers of any other Unit and without prejudice to the
foregoing to use all reasonable endeavours to prevent servants
agents employees and invitees from smoking on the Premises or
the Building and to employ all reasonable measures required by
the Landlord from time to time in order to prevent a breach of
these provisions
4.6.6 To take all reasonable measures to ensure that any matter or
substance discharged into any of the Conducting Media serving
the Premises will not be corrosive or otherwise harmful to or
cause any obstruction or deposit in the Conducting Media or
16
the drainage system and not to place refuse outside the
Premises or the Building except in a waste bin store area
allocated from time to time by the Landlord
4.6.7 Without prejudice to any other provision of this Lease to
comply with the provisions of all statutes from time to time
in force relating to atmospheric or other forms of pollution
4.7 CARPETING
To maintain and clean and in the reasonable opinion of the Landlord's
Surveyor when necessary to replace part or all of the carpets as
necessary now or from time to time laid in the Premises with new
carpets of equivalent quality value and standard of finish and upon the
expiry or sooner determination of the Term if reasonably necessary in
the opinion of the Landlord's Surveyor to replace part or all of the
carpets with such new carpets
4.8 ACCESS OF LANDLORD AND NOTICE TO REPAIR
4.8.1 To permit the Landlord with or without materials and
appliances at all reasonable times upon not less than 48 hours
prior written notice (save in case of emergency when no notice
will be required) to enter and remain upon the Premises in
order to and for so long as necessary to exercise the rights
set out in the Second Schedule and reserved to the Landlord by
this Lease
4.8.2 To repair cleanse maintain and paint or treat the Premises or
otherwise make good and remedy with all practicable speed
(commencing work within one month or sooner if necessary and
thereafter proceeding diligently) any defects wants of repair
cleaning maintenance painting or other breaches of the
covenants under the terms of this Lease as shall be specified
in a notice to the Tenant and if the Tenant shall fail to
comply with such notice the Landlord shall have the right (but
shall not be obliged) to enter the Premises and carry out or
procure that there shall be carried out all or any of the
works referred to in such notice and all costs and expenses
thereby incurred shall be paid by the Tenant to the Landlord
on written demand and in default of payment shall be
recoverable by the Landlord as rent in arrear
4.9 WASTE AND ALTERATIONS
4.9.1 Not to unite the Premises with any adjoining premises nor make
any alteration or addition to the Premises save for internal
non-structural alterations as permitted by the following
provisions of this clause
17
4.9.2 Not to make any internal non-structural alterations to the
Premises or non-structural alterations to the roof garden
without:
(a) obtaining and complying with all necessary consents
of any competent authority and paying all charges of
any such authority in respect of such consents and
(b) making an application to the Landlord supported by
drawings and where appropriate a specification in
duplicate prepared by a registered architect or
member of another appropriate profession and
(c) entering into such covenants as the Landlord may
reasonably require as to the execution and
reinstatement of the alterations including covenants
to comply or procure compliance with the Construction
(Design and Management) Regulations 1994 and in the
case of any works which the Landlord reasonably
considers to be of a substantial nature the Landlord
may if it is reasonable require prior to the
commencement of such works the provision by the
Tenant of adequate security in the form of a deposit
of money or the provision of a bond or otherwise an
assurance to the Landlord that any works which may
from time to time be permitted by the Landlord shall
be fully completed and
(d) the prior written consent of the Landlord (such
consent not to be unreasonably withheld or delayed in
relation to internal non-structural alterations but
not to non-structural alterations to the roof garden)
provided that no consent of the Landlord shall be required for
the erection of demountable partitioning for which the plans
have first been deposited with the Landlord nor for their
removal provided that consent (which is not to be unreasonably
withheld or delayed) is required for the erection or removal
of such demountable partitioning where it involves any
alterations or adjustments to the mechanical and electrical
services of the Building and in any event to procure that any
damage to the premises caused by such alterations is made good
by the Tenant
4.9.3 At the expiration of the Term if so requested by the Landlord
acting reasonably to remove any additions alterations or
improvements made to the Premises during the Term and to make
good any part or parts of the Premises which may be damaged by
such removal save that in respect of the Roof Garden the
obligation to remove or reinstate shall only apply to
constructed additions or alterations which in the
18
Landlord's reasonable opinion are adverse to the amenity of
the Roof Garden and shall not apply to any plants bushes or
grass in the Roof Garden
4.9.4 Not to make any alteration addition or connection with any
Conducting Media that serve the Premises otherwise than in
accordance with plans and specifications first approved by the
Landlord (such approval not to be unreasonably withheld or
delayed) Provided that the Landlord's Surveyor is satisfied
that such connection will not prejudice the capacity or supply
of services through the Conducting Media to any of the Units
or increase the costs of such supply and Provided further that
any necessary consent to make such connection has previously
been obtained from the relevant statutory authority or
undertaker
4.9.5 The Tenant shall forthwith on notice being given by the
Landlord acting reasonably remove any such alterations or
additions made or erected in breach of this clause 4.9
and/or reinstate the Premises to their former state and
condition
4.10 AERIALS SIGNS AND ADVERTISEMENTS
Not to affix to or exhibit in on or from the Premises so as to be
visible from outside the Premises any aerial placard sign notice fascia
board window display or advertisement and without prejudice to the
foregoing to retain any blinds from time to time installed on the
Premises by the Landlord and not to take down or replace the same
without the Landlord's prior consent
4.11 ALIENATION
4.11.1 Unless expressly permitted by a consent granted under clauses
4.11.2 4.11.6 or 4.11.6 or by clause 4.11.8 the Tenant shall
not assign underlet charge part with or share possession or
occupation of all or any part of the Premises nor hold them on
trust for any other person
4.11.2 Not to assign the whole of the Premises without the prior
written consent of the Landlord (such consent not to be
unreasonably withheld or delayed) provided that the Landlord
shall be entitled for the purposes of section 19(1A) of the
Landlord and Tenant Act 1927):
(a) to withhold its consent in any of the circumstances
set out in clause 4.11.4;
(b) to impose all or any of the matters set out in clause
4.11.5 as a condition of its consent
19
4.11.3 The provisos to clause 4.11.2 shall operate without prejudice to the
right of the Landlord to withhold such consent on any other ground or
grounds where such withholding of consent would be reasonable or to
impose any further condition or conditions upon the grant of consent
where the imposition of such condition or conditions would be
reasonable
4.11.4 The circumstances referred to in clause 4.11.2(a) above are as follows:
(a) where the assignee is a Group Company or a Connected Person
(b) where in the reasonable opinion of the Landlord the proposed
assignee is not of sufficient financial standing to enable it
to comply with the Tenant's covenants in the Lease
(c) where the proposed assignee enjoys diplomatic or state
immunity but this circumstance shall not apply where the
proposed assignee is the Government of the United Kingdom of
Great Britain and Northern Ireland or any department thereof
(d) where the proposed assignee is not resident in the United
Kingdom of Great Britain and Northern Ireland nor in a
jurisdiction where reciprocal enforcement of judgments exists
4.11.5 The conditions referred to in clause 4.11.2(b) are as follows:
(a) the Tenant shall execute and deliver to the Landlord prior to
the assignment in question a deed of guarantee (being an
authorised guarantee agreement within the meaning of Section
16 of the Landlord and Tenant (Covenants) Act 1995) in such
form as the Landlord shall reasonably require
(b) all rents and other sums which by the date of the assignment
have fallen due under this Lease the Internal Car Parking
Licence and the External Car Parking Licence have been paid to
the Landlord and all material breaches of the Tenant's
covenants in this Lease and the Licensee's obligations
respectively in the Internal Car Parking Licence and the
External Car Parking Licence are remedied to the reasonable
satisfaction of the Landlord prior to the date of the
assignment
(c) the prospective assignee (unless it is a Company the whole of
whose issued share capital is listed on a recognised stock
exchange in the United Kingdom) provides not more than two
guarantors of suitable financial standing approved
20
by the Landlord (such approval not to be unreasonably
withheld or delayed) who will give covenants (if more
than one jointly and severally) in favour of the
Landlord which are to the same effect as clause 7 of
this Lease
(d) if, having regard to the financial standing of a
proposed assignee, it is in all the circumstances
reasonable the execution and delivery to the Landlord
prior to the assignment of a rent deposit deed for
such sum as the Landlord may reasonably determine in
such form as the Landlord may reasonably require
together with the payment by way of cleared funds of
the sum specified in the rent deposit deed
(e) the Tenant shall assign to the Landlord and surrender
the Internal Car Parking Licence and the External Car
Parking Licence with effect from the date of the
assignment
(f) the Tenant shall procure that its assignee enters
into an Internal Car Parking Licence and External Car
Parking Licence with the Landlord in the same form as
entered into by the Tenant for the unexpired period
of the Term (though excluding any individual spaces
which may have been surrendered by the Tenant
pursuant to the terms of the relevant Licence).
4.11.6 Not to underlet the whole of the Premises or the fifth floor
or the whole of the sixth floor or a part of either floor
(provided that the prior written consent of the Landlord to
the proposed demise (not to be unreasonably withheld or
delayed) must first be obtained and there shall be no more
than two underlettings of each floor at any one time):
(a) without procuring that the underlessee has first
entered into a deed with the Landlord covenanting
with the Landlord that from the date the underlease
is granted to it until the date it is released from
its obligations to the Tenant it will:
(i) not assign any part or parts (as distinct
from the whole) of the Premises so underlet
(ii) not part with or share possession or
occupation of the whole or any part of the
premises so underlet otherwise than by way
of an assignment of the whole
21
(iii) not assign the whole of the premises to be
underlet to it otherwise than with the prior
written consent of the Landlord such consent
not to be unreasonably withheld or delayed
(iv) perform and observe the covenants on the
part of the Tenant contained in this Lease
(v) observe and perform the covenants conditions
provisions and other matters on its part
contained in the underlease to be granted to
it
(vi) procure that any permitted assignee of the
underlease shall have first covenanted with
the Landlord to the same effect as clause
4.11.6(a) of this Lease
(b) otherwise than by means of an underlease the form
whereof shall first have been approved by the
Landlord and without the Landlord being satisfied
that if completed such underlease would comply with
the terms of this clause and which:
(i) is for a term first approved by the Landlord
(not to be unreasonably withheld or delayed)
(ii) provides for the rent reserved by the
underlease to be payable in advance on the
days on which the Basic Rent is payable
under this Lease
(iii) provides for the upwards only review of the
rent reserved by the underlease on the
basis and on the dates on which the Basic
Rent is to be reviewed under this Lease
(iv) incorporates such provisions as are
necessary to ensure that such underlease or
any subsequent variation thereof is not
inconsistent with the provisions of this
Lease
(v) is on terms that the permitted underlease
shall by an order of the Court obtained
prior to the grant thereof pursuant to the
provisions of Section 38(4) of the 1954 Act
(as amended by Section 5 of the Law of
Property Act 1969) be excluded from the
security of tenure provisions afforded by
Sections 24-28 (inclusive) of the 1954 Act
(c) for a fine or premium nor at a rent which is less
than whichever is the higher of either the Basic Rent
then payable under this Lease or the open market
rent for the Premises or the part so underlet
22
(d) (subject to compliance with the foregoing) without
the prior written consent of the Landlord such
consent not to be unreasonably withheld or delayed
provided that it shall be deemed reasonable for the
Landlord to withhold consent in the circumstances set
out in clause 4.11.4 above as if the same referred to
the undertenant throughout
(e) (in the case of any underletting of part of the
Premises) is not created without procuring that in
any underletting of an area which does not contain
WC's, tea making facilities and cleaning stores
within its demise the undertenant will be granted
suitable rights of user thereof and access thereto in
such form as the Landlord shall in each case approve
and that any such subletting which does contain WC's,
tea making facilities and cleaning stores within its
demise will be subjected to such suitable rights of
user thereof and access thereto as aforesaid for the
benefit of any of the said areas then not sublet
4.11.7 In relation to every permitted underletting the Tenant shall:
(a) not at any time either expressly or by implication
waive any breach of any of the covenants or
conditions in any underlease subordinate to this
Lease
(b) having regard to all the circumstances to take all
reasonable steps to enforce the covenants made in
favour of the Tenant by any underlessee whether
contained in a lease or otherwise
(c) procure that the rent reserved by any underlease
shall not be commuted or payable more than one
quarter in advance
(d) use all reasonable endeavours to ensure that the rent
is reviewed without delay in accordance with the
terms of the underlease
(e) incorporate as part of its submissions or
representations to that third party such submissions
or representations as the Landlord shall reasonably
require
(f) give notice to the Landlord of the details of the
determination of every rent review within 28 days
after such determination
PROVIDED THAT the Landlord's approval specified in this
sub-clause shall not be unreasonably withheld or delayed
4.11.8
(a) not (otherwise than by an assignment or underletting
permitted by this Lease) to part with or share
possession or occupation of the whole or any part of
the
23
Premises PROVIDED THAT if and so long as the Tenant
continues to occupy the Premises then (subject to the
conditions set out in the next following sub-clause
being and continuing to be satisfied) the Tenant may
share occupation of the Premises or any part of them
with any Group Company
(b) the conditions referred to in the proviso to the
immediately preceding sub-clause are:
(i) that before any Group Company takes
occupation in accordance with sub-clause
4.11.8 the Tenant shall first give details
to the Landlord of the identity of the Group
Company and of its relationship to the
Tenant
(ii) that no such Group Company shall at any time
have or enjoy exclusive possession or
occupation of the Premises or any part of
them nor have or acquire any interest or
right in or in respect of the Premises
(iii) that this permission for any Group Company
to occupy in accordance with this clause
shall cease immediately upon such Group
Company ceasing to be a Group Company and
the Tenant shall thereupon procure that the
Group Company shall forthwith vacate the
Premises
4.12 REGISTRATION
Within 28 days of any assignment underletting or of any other
disposition or devolution affecting the Tenant's interest in the
Premises to supply particulars of it to the Landlord's solicitor and to
produce for registration with the Landlord's solicitor the relevant
deed or document (if any) or a certified copy of it and to pay the
Landlord's solicitor's reasonable charges for noting such particulars
and/or registering such deed or document such charges not being more
than X00 (xxxxx pounds) per deed or document
4.13 STATUTORY OBLIGATIONS
4.13.1 At the Tenant's own expense to comply in all respects with and
to execute all works and provide and maintain all arrangements
upon or in respect of the Premises or the use to which the
Premises are being put that are required in order to comply
with the requirements of any statute (already or in the future
to be passed) or of any government department local authority
other European public or competent authority or court of
competent jurisdiction regardless of whether such requirements
are imposed upon the lessor or the lessee or the occupier
unless the same is an obligation of the Lessor under this
Lease
24
4.13.2 Not to do in or near the Premises any act or thing by reason
of which the Landlord may under any statute incur have imposed
upon it or become liable to pay any penalty damages
compensation costs charges or expenses
4.13.3 Without prejudice to the generality of the above to comply in
all respects with the provisions of any statutes and any other
obligations imposed by law applicable to the Tenant's use and
occupation of the Premises or in regard to the carrying on of
the trade or business for the time being carried on at the
Premises by the Tenant
4.13.4 At all times to display and maintain on the Premises all
notices which the Landlord may from time to time reasonably
require to be displayed in relation to any duty towards third
parties imposed on the Landlord by statute or at common law
4.14 STATUTORY NOTICES ETC
To give full particulars to the Landlord of any notice direction order
or proposal for the same affecting the Premises made given or issued to
the Tenant by any local or public authority within seven days of
receipt and if so required by the Landlord to produce it to the
Landlord and without delay to take all necessary steps to comply with
any such notice direction or order and at the reasonable request of the
Landlord but at the cost of the Tenant to make or join with the
Landlord in making such proper objection or representation against or
in respect of any such notice direction order or proposal as the
Landlord shall deem necessary in the interests of good estate
management
4.15 THE PLANNING ACTS
4.15.1 Without prejudice to the generality of the Tenant's other
obligations in this Lease to comply with statutes not to
commit any breach of planning control (such term to be
construed as it is used in the Planning Acts) and to comply
with the provisions and requirements of the Planning Acts that
affect the Premises whether as to their use or otherwise and
to indemnify and keep the Landlord indemnified against all
liability whatsoever including costs and expenses in respect
of any contravention of the Planning Acts
4.15.2 At the expense of the Tenant to obtain all such planning
permissions and to serve all such notices as may be required
for the carrying out or commencement of any operations or user
on the Premises by the Tenant which may constitute Development
provided that no application for or appeal in respect of any
development or continuance of use or retention of development
or for any certificate of lawfulness of existing or proposed
use or development planning permission shall
25
be made without the previous consent of the Landlord (such
consent not to be unreasonably withheld or delayed in the case
where
(a) the application for the implementation of such
planning permission will not create or give rise to
any tax or other fiscal liability on the Landlord and
(b) all other necessary consents and approvals of the
Landlord to the Development in question have been
obtained under any other provision of this Lease)
4.15.3 Not to object to any such proper application or appeal made by
or on behalf of the Landlord but to support the same and to
make or join in making such representations as the Landlord
may reasonably deem necessary in the interests of good estate
management in respect thereof
4.15.4 Subject only to any statutory direction to the contrary to pay
and satisfy any charge or levy that may from time to time be
imposed under the Planning Acts in respect of the carrying out
or maintenance of any operations in the Premises by the Tenant
or the commencement or continuance of any user by the Tenant
of the Premises under this Lease
4.15.5 Notwithstanding any consent which may be granted by the
Landlord under this Lease not to carry out or make any
alteration or addition to the Premises or any change of use
until:
(a) all necessary notices under the Planning Acts have
been served and copies produced to the Landlord
(b) all necessary planning permissions under the Planning
Acts have been obtained and produced to the Landlord
and
(c) the Landlord has acknowledged that every necessary
planning permission is acceptable to it the Landlord
being entitled to refuse to acknowledge its
acceptance of a planning permission on the grounds
that any condition contained in it or anything
omitted from it or the period referred to in it would
in the reasonable opinion of the Landlord's Surveyor
be (or be likely to be) prejudicial to the Landlord's
interest in the Premises whether during or following
the expiration of the Term (but such acknowledgement
shall otherwise not be unreasonably withheld or
delayed)
4.15.6 Unless the Landlord shall otherwise direct to carry out and
complete before the expiration of the Contractual Term:
26
(a) any works stipulated to be carried out to the
Premises by a date subsequent to such expiration as a
condition of any planning permission granted for any
Development begun upon the Premises before the
expiration of the Contractual Term and
(b) any Development begun upon the Premises before the
expiration of the Contractual Term
4.15.7. In any case where a planning permission is granted subject to
conditions and the Landlord reasonably so requires to provide
security in a form acceptable to the Landlord for the
compliance with such conditions and not to implement any such
planning permission until such security has been provided
4.15.8 If reasonably required by the Landlord but at the cost of the
Tenant to appeal against any refusal of planning permission or
the imposition of any condition in a planning permission
relating to the Premises granted as a result of an application
made by or on behalf of the Tenant
4.15.9 On becoming aware of the same to comply with any enforcement
notice planning contravention notice stop notice or breach of
condition notice forthwith when the same shall be made or
issued by any local or other competent authority
4.16 DEFECTIVE PREMISES ETC
On becoming aware of the same to give written notice to the Landlord as
soon as reasonably practicable of any defect in the Premises which
might give rise to an obligation on the Landlord to do or refrain from
doing any act or thing in order to comply with the duty of care imposed
on the Landlord pursuant to the Defective Premises Xxx 0000 Health and
Safety at Work etc Xxx 0000 or otherwise
4.17 PLANS DOCUMENTS AND INFORMATION
4.17.1 If called upon to do so to produce to the Landlord or the
Landlord's Surveyor all plans documents and other evidence as
the Landlord may reasonably request in order to satisfy itself
that the provisions of this Lease have been complied with and
all such information as the Landlord may reasonably request in
relation to any pending or intended step under the 1954 Act
4.17.2 If called upon to do so to furnish to the Landlord the
Landlord's Surveyor or any person acting as the third party
determining the Basic Rent in default of agreement between the
parties under any provisions for rent review contained in this
Lease
27
such information as may be reasonably requested in relation to
the implementation of such provisions for rent review
4.18 INDEMNITIES
To be responsible for and to keep the Landlord fully indemnified
against all damage damages losses costs expenses actions demands
proceedings claims and liabilities made against or suffered or incurred
by the Landlord arising directly or indirectly out of:
4.18.1 any act omission or negligence of the Tenant any subtenants or
of any person at the Premises expressly or impliedly with the
Tenant's or subtenant's authority and
4.18.2 any breach or non-observance by the Tenant of the covenants
conditions or other provisions of this Lease or any of the
matters to which this demise is subject
4.19 LANDLORD'S COSTS
To pay to the Landlord all proper and reasonable costs fees charges
disbursements and expenses incurred by the Landlord (including without
limitation any such payable to counsel solicitors surveyors and
bailiffs and any such incurred by any Superior Landlord or mortgagee of
the Premises which are payable by the Landlord) in relation or
incidental to:
4.19.1 every application made by the Tenant for a consent or licence
required by the provisions of this Lease where such consent or
licence is granted or lawfully refused or proffered subject to
any qualification or condition or the application is withdrawn
4.19.2 the preparation and service of a notice under Section 146 of
the Law of Property Xxx 0000 or incurred by or in
contemplation of proceedings under Section 146 or 147 of that
Act notwithstanding that forfeiture is avoided otherwise than
by relief granted by the court
4.19.3 the recovery or attempted recovery of arrears of any Rents or
other sums due from the Tenant and
4.19.4 any proper steps taken in connection with the preparation and
service of a Schedule of Dilapidations during or within four
months after the expiration of the Term
4.20 RELETTING BOARDS
Unless the Tenant shall have made and be diligently pursuing a valid
application for a new tenancy pursuant to s.24 of the Landlord and
Xxxxxx Xxx 0000 to permit the Landlord at any time during the last six
months of the Contractual Term and at any time thereafter to enter upon
the Premises and affix and retain anywhere upon the Premises a notice
for reletting the
28
Premises (removing the same as soon as practicable after it is no
longer required) and during such period to permit persons with the
written authority of the Landlord or its agent at reasonable times and
on no less than 24 hours notice to view the Premises
4.21 ENCROACHMENTS
4.21.1 Not to stop up darken or obstruct any windows or light
belonging to the Building
4.21.2 To take all reasonable steps to prevent any new window light
opening doorway path passage pipe or other encroachment or
easement being made or acquired in against out of or upon the
Premises and to notify the Landlord immediately if any such
encroachment or easement shall to the Tenant's knowledge be
made or acquired (or attempted to be made or acquired) and at
the request of the Landlord to adopt such means as shall
reasonably be required to prevent such encroachment or the
acquisition of any such easement
4.21.3 Not to give any acknowledgement that the Tenant enjoys access
of light or any to any windows in the Premises by the consent
or any third party
4.22 YIELD UP
4.22.1 At the expiration of the Term:
(a) quietly to yield up the Premises to the Landlord in
good and substantial repair and condition and in
accordance with the terms of this Lease with vacant
possession
(b) to give up all keys of the Premises to the Landlord
(c) if the Tenant shall not have yielded up the Premises
in accordance with subclause (a) before the end or
sooner determination of the Term the Tenant shall
forthwith on demand pay to the Landlord a sum equal
to the proper cost actually incurred by the Landlord
in making good and reinstatement to the standard
required by the Lease (but no better standard)
(unless a new tenant has agreed to do those works at
no cost to the Landlord as part of its fit-out or
otherwise) and also a sum calculated at a rate equal
to the rent payable hereunder immediately prior to
the end or sooner determination of the Term in
respect of the proper and reasonable period taken to
carry out such works expeditiously and without undue
delay unless the Landlord shall have let the premises
to a new tenant and is receiving rent during the
period taken to carry
29
out such works (unless the new tenant has agreed to
do those works at no cost to the Landlord as part of
its fit-out or otherwise)
4.23 KEYHOLDERS
To ensure that at all times the Landlord has written notice of the name
home address and home telephone number of at least two persons who hold
the keys to the Premises
4.24 SALE OF REVERSION ETC
To permit upon reasonable notice at any time during the Term
prospective purchasers of or agents instructed in connection with the
sale of the Landlord's reversion or of any other interest superior to
the Term to view the Premises without interruption provided they are
authorised in writing by the Landlord or (in the case of prospective
purchasers) by the agents
4.25 NUISANCE ETC
Not to do or allow to remain upon the Premises anything which may be or
become or cause a nuisance annoyance disturbance inconvenience injury
or damage to the Landlord or its tenants or the owners or occupiers of
adjacent or neighbouring premises
4.26 USER
4.26.1 Not to use the Premises otherwise than for the Permitted User
4.26.2 Not to leave the Premises continuously unoccupied for more
than one month
4.27 PROHIBITED USERS
4.27.1 Not to use the Premises or any part thereof for any public
meeting public exhibition or public entertainment nor for any
noxious noisy or offensive trade business manufacture or
occupation whatsoever nor for any illegal or immoral purpose
nor for residential or sleeping purposes
4.27.2 Not to use the Premises or any part thereof for any gambling
gaming or betting or as a betting office or as a club or for
the sale of beer wines spirits and not to hold any auction on
the Premises
4.28 FLOOR LOADING
Not to bring or permit to remain on the Premises any machinery goods or
other articles which shall strain or damage the Building or any part of
it or which could or would overload the Conducting Media serving it or
cause interference or obstruction to the same.
30
4.29 ADJOINING PROPERTY
To permit the Landlord and the lessees or occupiers of any adjoining
property belonging to the Landlord (including but not limited to the
Retained Property) if authorised in writing by the Landlord with or
without servants agents contractors licensees and workmen at all
reasonable times upon not less than 48 hours prior notice to enter upon
the Premises with all necessary appliances:-
4.29.1 to execute repairs alterations painting redecorations or other
works at such adjoining property which cannot otherwise be
conveniently effected
4.29.2 for the purpose of constructing connecting into repairing
cleansing emptying or maintaining any sewers watercourses
drains gutters waterpipes electric wires or gas pipes in or
under the Premises in connection with or for the accommodation
of such adjoining property
4.29.3 and for all reasonable purposes in connection with the
Development of adjoining sites belonging to the Landlord which
cannot otherwise be conveniently effected
the person or persons exercising such rights causing as little
disturbance and doing as little damage as may be possible to the
Premises and the Tenant's chattels and fixtures and making good any
damage to the same thereby occasioned to the reasonable satisfaction of
the Tenant forthwith
4.30 NEW GUARANTOR
If at any time during the Term there occurs in relation to any
Guarantor (or where any Guarantor comprises two or more persons there
occurs in relation to any of such persons) a Terminating Event or if
any Guarantor or any such person (being an individual) dies or has a
receiver appointed under the Mental Health Xxx 0000:
4.30.1 immediately to give notice to the Landlord of the occurrence
of the event in question
4.30.2 if the Landlord so reasonably requires at any time after the
occurrence of the event in question (but not more than three
calendar months after the giving of the notice in accordance
with the immediately preceding sub-clause) to procure at the
Tenant's expense within twenty-eight days after being required
so to do by the Landlord that some other person acceptable to
the Landlord (such acceptance not to be unreasonably withheld
or delayed) enters into direct covenants with the Landlord in
the form of the Guarantor covenants contained in this Lease
31
4.31 LANDLORD'S RIGHTS
To permit the Landlord at all times during the Term to
exercise without interruption or interference the rights
granted to it by virtue of the provisions of this Lease
4.32 TO OBSERVE COVENANTS
To observe and perform the covenants agreements and
stipulations contained or referred to in the documents listed
in the Fourth Schedule insofar as they relate to the Premises
or the rights hereby granted
4.33 REGULATIONS
To comply with the Regulations notified in writing to the
Tenant from time to time
5. LANDLORD'S COVENANTS
The Landlord hereby covenants with the Tenant as follows:
5.1 QUIET ENJOYMENT
So long as the Tenant pays the Rents and performs and observes
the covenants on the part of the Tenant herein contained the
Tenant shall and may peaceably and quietly hold and enjoy the
Premises without any interruption or disturbance from or by
the Landlord or any person claiming under or in trust for the
Landlord
5.2 SERVICES
The Landlord shall use all reasonable endeavours to provide
those services and supplies and carry out the functions
referred to in the Fifth Schedule Provided That the Landlord
will have no liability to the Tenant for:
5.2.1 any failure to provide Services during any period
when the Tenant is in arrears with payment of Rents
or any other monies due from the Tenant to the
Landlord under this Lease
5.2.2 the interruption of a Service for reasons of
inspection maintenance repair or other works (in
which event the Landlord will use all reasonable
endeavours to procure the restoration of the Service
as soon as reasonably practicable)
5.2.3 failure to provide a Service due to damage breakdown
inclement weather shortage of fuel or water or any
other cause beyond the Landlord's reasonable control
(although the Landlord will then take or procure to
be taken all reasonable steps to restore such Service
or provide an alternative Service as soon as
reasonably practicable)
32
5.2.4 withdrawal of a Service if the Landlord reasonably
considers it is no longer appropriate and will not
adversely affect the Tenant's occupation use and
enjoyment of the Premises
5.3 CAR PARKING LICENCES
5.3.1 Upon an assignment of the reversion immediately
expectant upon the determination of this Term the
Landlord shall procure that its assignee shall enter
into an Internal Car Parking Licence and an External
Car Parking Licence with the Tenant for periods equal
to the unexpired periods of the Internal Car Parking
Licence and External Car Parking Licence and for such
number of Internal Car Parking Spaces and External
Car Parking Spaces as are referred to in clause
2.1.15 and clause 2.1.7 respectively (but excluding
any spaces subsequently surrendered by the Tenant
pursuant to the terms thereof in each case other than
the surrender required pursuant to clause 4.11.5(e))
5.3.2 If the Tenant lawfully assigns the Lease then the
Landlord shall enter into an Internal Car Parking
Licence and an External Car Parking Licence with the
Tenant for periods equal to the unexpired periods of
the Internal Car Parking Licence and External Car
Parking Licence and for such number of Internal Car
Parking Spaces and External Car Parking Spaces as are
referred to in clause 2.1.15 and clause 2.1.7
respectively (but excluding any spaces subsequently
surrendered by the Tenant pursuant to the terms
thereof in each case other than the surrender
required pursuant to clause 4.11.5(e))
5.4 EXERCISE OF LANDLORD'S RIGHTS
In the exercise of any of its rights either directly or by
servants or agents the Landlord will cause as little
disturbance to the Tenant as possible and shall cause as
little damage to the Premises the Tenant's chattels and
fixtures as possible and shall make good any damage caused
thereto to the reasonable satisfaction of the Tenant forthwith
6. INSURANCE
6.1 LANDLORD'S COVENANT TO INSURE AND REINSTATE ETC
6.1.1 The Landlord shall insure the Building (unless such
insurance shall be vitiated by any act of the Tenant
or by anyone at the Premises expressly or by
implication with the Tenant's authority) against the
Insured Risks (subject to such excess exclusions and
limitations and other terms and conditions which may
be imposed by or agreed with the insurers) with such
substantial and reputable insurance office or with
such
33
underwriters and through such agency as the Landlord
may from time to time decide for the following sums
namely
(a) an amount equal to such sum as the
Landlord's Surveyor shall at its sole
discretion determine to be the cost of
rebuilding and reinstating the Building in
the event of its total destruction including
architects' surveyors and other professional
fees payable upon any application for
planning permission or other permit or
consent that may be required in relation to
such rebuilding or reinstatement (together
with VAT thereon) and including the cost of
debris removal demolition site clearance and
any works that may be required by statute
and incidental expenses and a provision (if
the Landlord so elects) for escalation of
such costs between destruction and
reinstatement or during an insurance year
and
(b) the loss of Basic Rent from time to time
(having regard to any review of Basic Rent
which may become due under this Lease) for a
period of three years or such longer period
as the Landlord may from time to time
reasonably consider to be sufficient for the
purpose of rebuilding and reinstating the
Building in the event of its total
destruction by an Insured Risk
(c) the loss of all licence fees from time to
time payable by the Tenant pursuant to the
Internal Car Parking Licence for a period of
three years or such longer period as the
Landlord may from time to time reasonably
consider to be sufficient for the purpose of
rebuilding and reinstating the Building in
the event of its total destruction by an
Insured Risk
6.1.2 If and whenever during the Term:
(a) the Building or the Common Parts or any part
of them are damaged or destroyed or
inaccessible by an Insured Risk and
(b) payment of the insurance moneys is not
refused in whole or in part by reason of any
act or default of the Tenant any subtenant
or of anyone at the Premises expressly or by
implication with the Tenant's or subtenant's
authority
the Landlord shall use reasonable endeavours to
obtain as soon as practicable all planning
permissions and other permits and consents that may
be required (if any) under the Planning Acts or other
statutes to enable the Landlord to rebuild or
reinstate ("Reinstatement Permissions")
34
6.1.3 Subject to the Landlord obtaining all necessary
Reinstatement Permissions and subject to the
provisions of the next following sub-clause the
Landlord shall as soon as the Reinstatement
Permissions have been obtained or immediately where
no Reinstatement Permissions are required apply all
moneys received from the insurers pursuant to the
policy of insurance referred to in clause 6.1.1
(otherwise than in respect of loss of the Basic Rent)
in rebuilding or reinstating the Premises or the
Common Parts or the part of them so damaged or
destroyed PROVIDED THAT the building to be erected
need not be identical to the Building but shall be no
less commodious or accommodating
6.1.4 The Landlord shall not be liable to rebuild or
reinstate the Building or the Common Parts if and for
so long as such rebuilding or reinstating is
prevented by any Supervening Events and for the
purposes of this clause the expression "Supervening
Events" means any one or more of the following
namely:
(a) that despite the Landlord using its
reasonable endeavours to obtain the
Reinstatement Permissions, the same have not
been granted
(b) that any of the Reinstatement Permissions
has been granted subject to a lawful
condition with which in all the
circumstances it would be unreasonable to
expect the Landlord to comply
(c) that some defect or deficiency in the site
upon which the rebuilding or reinstatement
is to take place would mean that the same
could be undertaken only at a cost that
would be unreasonable in all the
circumstances
(d) the rebuilding or reinstatement is prevented
by war Act of God or Government action or
(e) any other circumstance beyond the control of
the Landlord
6.1.5 If upon the expiry of a period of 2 years and 6
months (or such longer period if applicable being 6
months less than the period the Landlord insures for
loss of Basic Rent in accordance with clause 6.1.1(b)
commencing upon the date of the damage or
destruction) the Premises have not been rebuilt or
reinstated so as to be fit for occupation and
accessible and/or the Landlord shall not have
obtained all Reinstatement Permissions either party
may by notice served upon the other at any time
within six months of the expiry of such period invoke
the provisions of the next following sub-clause
6.1.6 Upon service of a notice in accordance with the
immediately preceding sub-clause
35
(a) the Term and this demise shall thereupon
absolutely cease and determine but without
prejudice to any rights or remedies which
may have accrued to either party against the
other or which may have accrued to the
Landlord against any Guarantor
(b) all moneys received in respect of the
insurance effected by the Landlord pursuant
to this clause shall belong to the Landlord
6.1.7 The Landlord shall produce to the Tenant on demand
but not more often than once in any year reasonable
evidence of the terms of the policy and of the fact
that the last premium has been paid
6.1.8 The Landlord shall request the insurers to note or
endorse on the policy the interest of the Tenant
6.2 TENANT'S INSURANCE COVENANTS
The Tenant hereby covenants with the Landlord:
6.2.1 to pay to the Landlord throughout the Term without
deduction a fair proportion (based on the net
internal floor area of the Premises to the net
internal floor area of the Building) determined by
the Landlord of the sums which shall from time to
time be paid or payable by the Landlord for:
(a) insuring the Premises
(b) insuring in such amount and on such terms as
the Landlord shall from time to time
reasonably consider appropriate against all
liability of the Landlord to third parties
arising out of or in connection with any
matter involving or relating to the Premises
and so that:
(i) the first payment or payments under
this clause shall be made on the
date of this Lease in respect of
the period from and including the
date of this Lease to and including
the day before the next policy
renewal date or dates (any
necessary apportionment being made
according to the number of days in
that period relative to the number
of days in the period covered by
the relevant policy) and
(ii) subsequent payments under this
clause shall be made within seven
days of demand and (if so demanded)
in advance of the relevant policy
renewal dates provided that in
calculating the amounts payable by
the Landlord by way of premium as
referred to above no deduction
shall be
36
made in respect of any agency or
other commission paid or allowed to
the Landlord
(c) within 7 days of receipt of a written demand
an amount equal to all reasonable and proper
costs and expenses from time to time
incurred by the Landlord in obtaining a
professional valuation of the Premises for
insurance purposes but not more often than
once in any 12 months of the Term
(d) any additional premium sum or loading
required to obtain cover for any of the
Insured Risks
6.2.2 to comply with all the requirements of the Landlord's
insurers of which the Tenant shall have been notified
in writing
6.2.3 not to do or omit anything that could
(a) cause any policy of insurance on or in
relation to the Building or any part of it
to become void or voidable wholly or in
part; nor
(b) anything by which any increased premium may
become payable for any such insurance unless
the Tenant (meaning in this case
specifically Reflections Interactive
Limited) has first notified the Landlord of
the same and agreed to pay any increased
premium and such premium
(i) relates only to Reflection
Interactive Limited's use of the
Premises; and
(ii) would not be chargeable once the
Premises were no longer required to
be so used
6.2.4 to keep the Premises supplied with such fire fighting
equipment as the insurers or the fire authority may
require and which is notified to the Tenant in
writing and to maintain such equipment to their
satisfaction and in efficient working order and at
least once in every six months to cause any sprinkler
system and other fire fighting equipment to be
inspected by a competent person
6.2.5 not to store or bring on to the Premises any article
substance or liquid of a combustible inflammable or
explosive nature and to comply with the requirements
and recommendations of the fire authority and the
reasonable requirements of the Landlord as to fire
precautions relating to the Premises
6.2.6 not to obstruct the access to any fire fighting
equipment or the means of escape from the Premises
nor to lock any fire door while the Premises are
occupied
37
6.2.7 to give notice to the Landlord immediately upon the
happening of any event which might affect any
insurance policy on or relating to the Premises or
upon the happening of any event against which the
Landlord may have insured under this Lease
6.2.8 if at any time the Tenant shall be entitled to the
benefit of any insurance on the Premises which is not
effected or maintained in pursuance of any obligation
contained in this Lease to apply all money received
by virtue of such insurance in making good the loss
or damage in respect of which such money shall have
been received
6.2.9 if and whenever during the Term the Building or any
part of it is damaged or destroyed by an Insured Risk
or any risk against which the Landlord has insured in
accordance with this clause and payment of the
insurance moneys is refused in whole or in part by
reason of any act or default of the Tenant any
subtenant or anyone at the Premises expressly or by
implication with the Tenant's or subtenant's
authority then immediately in every such case to pay
to the Landlord on demand the amount of the insurance
moneys in respect of which payment is refused
6.2.10 if and whenever during the Term the Premises or any
part of them are damaged or destroyed by any risk
against which the Landlord has insured in accordance
with this clause to pay to the Landlord within seven
days of demand the whole of the amount of any excess
required by the Landlord's insurers to be paid or a
fair proportion where the damage extends beyond the
Premises to other parts of the Building
6.3 SUSPENSION OF RENT
If and whenever during the Term:
6.3.1 the Premises or the Common Parts or any part thereof
are damaged or destroyed by an Insured Risk so that
the Premises are unfit for occupation, use and/or
inaccessible and
6.3.2 payment of the insurance moneys is not refused in
whole or in part by reason of any act or default of
the Tenant or anyone at the Premises expressly or by
implication with the Tenant's authority
then the Basic Rent or a fair proportion of the Basic Rent
according to the nature and the extent of the damage sustained
shall cease to be payable until the expiry of a period
calculated from the occurrence of the destruction or damage
equal to the period for which the
38
Landlord has insured against loss of the Basic Rent or (if
sooner) until the Premises or the affected part shall have
been rebuilt or reinstated so that the Premises or the
affected part are again made fit for occupation or use and
once more accessible (any dispute as to such proportion or the
period during which the Basic Rent shall cease to be payable
to be determined at the option of the Landlord by an
individual valuer (acting as an expert) or by an arbitrator in
accordance with the Arbitration Xxx 0000 to be appointed
either by agreement between the parties or in default of
agreement by the President for the time being or next most
senior available officer of the Royal Institution of Chartered
Surveyors upon the application of either party)
7. GUARANTOR'S COVENANTS
The Guarantor covenants with the Landlord that during the Term:
7.1 TO PAY OBSERVE AND PERFORM
The Tenant shall during the period that the Tenant remains
liable under this Lease punctually pay the Rents and observe
and perform the covenants and other terms of this Lease and of
every document supplemental to this Lease as well before or
after any disclaimer of this Lease by any liquidator or
trustee in bankruptcy or other persons so empowered and
notwithstanding any disability or lack of power of the Tenant
to enter into this Lease or any immunity of the tenant or any
invalidity or unenforceability of the provisions of this Lease
and notwithstanding the Tenant ceasing to exist and if the
Tenant shall fail to pay the Rents or to observe or perform
any of such covenants or other terms the Guarantor shall pay
the Rents and observe or perform the covenants which the
Tenant shall have failed to observe or perform and shall make
good to the Landlord within 7 days of a written demand and
indemnify and save harmless the Landlord against all losses
damages costs and expenses arising or incurred by the Landlord
(and that although as between the Tenant and the Guarantor the
Guarantor may only be a guarantor for the Tenant as between
the Guarantor and the Landlord the Guarantor is a principal
debtor or covenantor for all obligations herein contained as a
result of such non-payment non-performance or non-observance)
despite:
7.1.1 any time or indulgence granted by the Landlord to the
Tenant or any neglect or forbearance of the Landlord
in enforcing the payment of the Rents or the
observance or performance of such covenants or other
terms
7.1.2 any refusal by the Landlord to accept Rents tendered
by or on behalf of the Tenant at a time when the
Landlord was entitled (or would after the service of
a notice
39
under Section 146 of the Law of Property Xxx 0000
have been entitled) to re-enter the Premises
7.1.3 the fact that the terms of this Lease may have been
varied by agreement between the Landlord and the
Tenant provided that such variation shall not be more
onerous for the Guarantor
7.1.4 the fact that the Rents may have been increased
either in accordance with any provisions for rent
review contained in this Lease or otherwise
7.1.5 the fact that the Tenant shall have surrendered part
of the Premises (in which event the liability of the
Guarantor shall continue in respect of the part of
the Premises not so surrendered after making any
necessary apportionments under Section 140 of the Law
of Property Act 1925)
7.1.6 any other act or thing by which but for this
provision the Guarantor would have been released
7.2 TO TAKE LEASE FOLLOWING DISCLAIMER
If for any reason the Term shall be prematurely determined or
if the Tenant (being an individual) shall become bankrupt or
(being a company) shall enter into liquidation and the trustee
in bankruptcy or liquidator shall disclaim this Lease or if
this Lease shall otherwise be disclaimed in circumstances
releasing the estate of the Tenant from liability or if the
Landlord would under any authorised guarantee agreement be
entitled to require the Tenant to take a new lease of the
Premises the Guarantor shall if the Landlord shall within 3
months after the determination or disclaimer so request in
writing take from the Landlord a lease of the Premises:
7.2.1 to take effect from the date of the determination or
disclaimer
7.2.2 for a term commencing on the date of the
determination or disclaimer and equal in length to
the residue of the Contractual Term which would have
remained had there been no determination or
disclaimer
7.2.3 reserving by way of initial rent an amount equal to
the Basic Rent payable immediately prior to the date
of the determination or disclaimer or (if at the date
of the determination or disclaimer any provision for
the review of rent has neither been invoked nor
agreed not to be invoked) an amount ascertained in
accordance with the Third Schedule as if the date of
the determination or disclaimer were a Review Date
such initial rent to be payable from that date
40
7.2.4 imposing on the Guarantor the same obligations
(whether under this Lease or under any document
supplemental to this Lease) as the Tenant was subject
to immediately before the determination or disclaimer
and
7.2.5 otherwise containing the same terms and provisions as
this Lease including the provisions for rent review
(except that the Guarantor shall not be required to
procure that any other person is made a party to the
new lease as guarantor) and in such case the
Guarantor shall pay the costs of such new lease and
forthwith execute and deliver to the Landlord a
Counterpart of it
7.3 TO MAKE PAYMENTS FOLLOWING DISCLAIMER
If this Lease shall be disclaimed or prematurely determined
and for any reason the Landlord does not require the Guarantor
to accept a new lease of the Premises the Guarantor shall pay
to the Landlord on demand an amount equal to the difference
between any money received by the Landlord for the use or
occupation of the Premises and the Rents in both cases for the
period commencing with the date of such disclaimer or
determination and ending on whichever is the earlier of the
following dates:
7.3.1 the date 3 months after such disclaimer or
determination and
7.3.2 the date (if any) upon which the Premises are relet
7.4 AUTHORISED GUARANTEE AGREEMENT
If the Tenant enters into an authorised guarantee agreement
the Guarantor shall covenant with the Landlord in such form as
the Landlord shall reasonably require that
7.4.1 the Tenant shall pay all sums payable under and
observe and perform the covenants on its part
contained in the authorised guarantee agreement
7.4.2 it will keep the Landlord indemnified from and
against all actions proceedings costs claims losses
and demands arising by reason of any default by the
Tenant
7.4.3 any neglect or forbearance of the Landlord or any
disability or immunity or lack of power of the Tenant
or the Tenant ceasing to exist shall not release or
exonerate the Guarantor
7.4.4 the Guarantor shall (should the Landlord so require)
accept a new lease of the Premises on the same terms
and in the same circumstances as the Landlord may
require the Tenant to accept a new lease of the
Premises
41
8. PROVISOS
8.1 RE-ENTRY
If and whenever during the Term:
8.1.1 the Rents (or any of them or any part of them) under
this Lease are outstanding for 21 days after becoming
due (in the case of the rent firstly reserved in
clause 3 whether formally demanded or not) or
8.1.2 there is a breach by the Tenant of any covenant or
other term of this Lease or of any document
supplemental to this Lease or
8.1.3 there is a breach by any Guarantor of the Guarantor's
covenants contained in this Lease or of any covenants
in favour of the Landlord entered into by any new
additional substitute or other guarantor or any other
person (whether an assignee or underlessee or
otherwise) (a "Covenantor") pursuant to this Lease
or
8.1.4 there occurs in relation to the Tenant (or where the
Tenant comprises two or more persons there occurs in
relation to any of such persons) a Terminating Event
or
8.1.5 any Guarantor who is an individual (or where any
Guarantor comprises two or more persons any of such
persons being an individual) dies or has a receiver
appointed under the Mental Health Act 1983 or there
occurs in relation to the Guarantor (or where any
Guarantor comprises two or more persons any of such
persons) a Terminating Event and the Tenant does not
obtain a replacement new Guarantor in accordance with
clause 4.30
then and in any such case the Landlord may re-enter the
Premises (or any part of them in the name of the whole) at any
time (and even if any previous right of re-entry has been
waived) and upon such re-entry the Term shall absolutely
cease but without prejudice to any rights or remedies which
may have accrued to either party against the other (including
where applicable and without prejudice to the generality of
the above any right which the Landlord may have against the
Tenant in respect of the breach giving rise to the re-entry)
or which may have accrued to the Landlord against any
Guarantor
8.2 EXCLUSION OF USE WARRANTY
Nothing in this Lease or in any consent granted by the
Landlord under this Lease shall imply or warrant that the
Premises may lawfully be used under the Planning Acts for the
Permitted User or for any other purpose
42
8.3 TENANT'S PROPERTY
If after the Tenant has vacated the Premises on the expiry of
the Term any property of the Tenant remains in or on the
Premises and the Tenant fails to remove it within seven days
after vacating:
8.3.1 the Landlord may as the agent of the Tenant sell such
property and account to any third party from such
proceeds of sale for any costs expenses and VAT
incurred directly or indirectly in connection with
such sale and the Tenant shall indemnify the Landlord
against any liability incurred by it to any third
party whose property shall have been sold by the
Landlord in the mistaken belief held in good faith
(which shall be presumed unless the contrary be
proved) that such property belonged to the Tenant and
8.3.2 if the Landlord having made reasonable efforts is
unable to locate the Tenant the Landlord shall be
entitled to retain such proceeds of sale (or such net
proceeds of sale as the case may be) absolutely and
8.3.3 the Tenant shall indemnify the Landlord against any
damage occasioned to the Premises and any actions
claims proceedings costs expenses and demands made
against the Landlord caused by or related to the
presence of the property in or on the Premises
8.4 COMPENSATION ON VACATING
Any statutory right of the Tenant to claim compensation from
the Landlord on vacating the Premises shall be excluded to the
extent that the law allows
8.5 SERVICE OF NOTICES
The provisions of Section 196 of the Law of Property Xxx 0000
as amended by the Recorded Delivery Service Xxx 0000 shall
apply to the giving and service of all notices and documents
under or in connection with this Lease except that Section 196
shall be deemed to be amended as follows:
8.5.1 the final words of Section 196(4) "...and that
service... be delivered" shall be deleted and there
shall be substituted "...and that service shall be
deemed to be made on the third Working Day after the
registered letter has been posted"
8.5.2 any notice or document shall also be sufficiently
served if sent by telex telephonic facsimile
transmission or any other means of electronic
transmission to the party to be served and that
service shall be deemed to be made on the day of
transmission if
43
transmitted before 4 p.m. on a day between Monday to
Friday (inclusive) except Christmas Day Good Friday
or statutory bank holidays but otherwise on the next
following such day and in this clause "party"
includes every Guarantor
8.6 RIGHTS AND EASEMENTS
The operation of the Law of Property Act Section 62 is
excluded from this letting and the only rights granted to the
Tenant are those expressly set out in the Lease and the Tenant
will not during the Term acquire or become entitled to any
easement over any adjoining premises and any easement
exercised over any adjoining premises will be regarded as
being by virtue of a determinable licence from the Landlord
8.7 PERPETUITY PERIOD
The perpetuity period applicable to this Lease is eighty years
beginning on the date of this Lease and whenever in the Lease
either party is granted a future interest it must vest within
that period and if it has not it will be void
8.8 VAT ELECTION
If the Landlord has an option whether or not to charge VAT on
the Rents or any of them the Tenant hereby irrevocably
consents to the free exercise of that option by the Landlord
to the extent from time to time permitted by law
9. BREAK CLAUSE
The Tenant may determine this Lease on the fifth anniversary of the
Term Commencement Date by giving no less than twelve months' prior
notice in writing to the Landlord though without prejudice to the
rights of either party in relation to any antecedent breach
10. LANDLORD AND TENANT (COVENANTS) XXX 0000
The Landlord and the Tenant certify that this is a new lease for the
purposes of the Landlord and Tenant (Covenants) Xxx 0000
11. RIGHTS OF THIRD PARTIES
This Lease does not create, confer or purport to confer any benefit or
right enforceable by any person not a party to it except that a person
who is a permitted successor to or assignee of the rights of a party to
this Lease is deemed to be a party to this Lease
IN WITNESS of which this Deed has been duly executed the day and year first
above written
44
FIRST SCHEDULE
(Rights granted)
The Tenant and those deriving title through or otherwise authorised by the
Tenant shall have the following rights during the Term:
1. At all times the right of access to and egress from the Premises on foot
and (where appropriate) with vehicles through the Common Parts and the
right otherwise to use the Common Parts for the purposes for which they
are intended
2. The right to connect into and use (subject to the Regulations and the
regulations of any appropriate authority) the Conducting Media now or
during the Term serving the Premises
3. The right to connect into and use such Facilities as may from time to time
be available for connection to individual Units
4. The right of support and protection for the Premises from the remainder of
the Building
5. The right to store rubbish in any bin store area designated by the
Landlord
6. The right to use those ground floor showers and lavatories in the Building
that are designated from time to time by the Landlord
7. The right to display in such area of the Building as the Landlord shall
specify from time to time a nameplate or sign in a position and of a size
to be approved by the Landlord showing the Tenant's name and other details
approved by the Landlord subject however to the provisions of clause 4.10
8. The right for the Tenant and all persons authorised by the Tenant
(including contractors and workmen) to enter other parts of the Building
but so far only as such entry may be:
8.1 necessary to enable the Tenant to perform its obligations under this
Lease or any document supplemental to this Lease or
8.2 reasonably incidental to the use and enjoyment of the Premises in
accordance with the terms of this Lease
and subject to the Tenant causing as little disturbance or inconvenience
as possible and making good forthwith to the reasonable satisfaction of
the Landlord any damage done to any other parts of the Building in
exercise of such right
9. The right to lay and run other conducting media for telecommunications,
electricity, data transfer and anything reasonably required for the
Tenant's use of the Premises through the ceiling and floor voids above and
below the Premises subject to the Landlord's prior consent which shall not
be
45
unreasonably withheld or delayed (and such works will be treated as
internal non-structural alterations in relation to clause 4.9 of this
Lease)
46
SECOND SCHEDULE
(Rights reserved)
1. The free passage and running of water soil gas telephone and any other
services or supply through all Conducting Media now or within the Term to
be constructed to serve any Retained Property or adjoining property and
passing in over or under the Premises together with the right on not less
than 48 hours' notice (save in emergency) to enter upon the Premises for
the purpose of constructing inspecting connecting into repairing or
renewing such Conducting Media or any of them making good any damage
thereby caused
2. The right to lay install and maintain in on under or over the Premises at
any time during the Term any Conducting Media for the provision of
services or supplies to any adjoining property
3. The right at all reasonable times and (save in cases of emergency) upon
reasonable prior notice to enter and for so long as reasonably required
to remain in the Premises:
3.1 to ascertain that the covenants and conditions of this Lease have
been and are being observed and performed
3.2 to view and record the state of repair and condition of the Premises
and/or take schedules and/or inventories of fixtures and other items
to be yielded up on the expiration of the Term
3.3 to give to the Tenant (or leave upon the Premises) a notice
specifying any defects wants of repair cleaning maintenance or
decorating or other breaches of covenants under the terms of this
Lease
3.4 to inspect and measure the Premises for all purposes connected with
any pending or intended step under the 1954 Act or the
implementation of the provisions for rent review and
3.5 to carry out any works of repair construction development
improvement alteration or otherwise to or in any other Units the
Retained Property or any adjoining property and for the purpose of
such works to erect scaffolding notwithstanding interference with
the access of light or air to the Premises or temporary
interference with any other right or easement (but so that as far as
practicable pedestrian access to the Premises and supplies of water
gas telephone and electricity and drainage to the Premises where
applicable will be maintained at all times)
3.6 to carry out the Services
4. Full right and liberty at any time after the date of this Lease to alter
raise the height of or rebuild any buildings erected or at any time
hereafter erected on any premises adjoining the Building or
47
elsewhere notwithstanding the fact that the same may obstruct affect
or interfere with the amenity of or the access to the Premises or the
passage of light and air to the Premises
5. The right with the Landlord's Surveyor and the third party determining the
Rent in default of agreement between the parties under any provisions for
rent review contained in this Lease at any reasonable time and on
reasonable prior notice to enter upon inspect and measure the Premises for
all purposes connected with any pending or intended step under the 1954
Act or the implementation of such provisions for rent review
6. The right of support and protection for the Building and the Retained
Property from the Premises
7. The right in an emergency to pass through the Premises in accordance with
any regulation or requirement of any competent authority
48
THIRD SCHEDULE
(Rent and Rent Review)
1. DEFINITIONS
1.1 The terms defined in this paragraph shall for all purposes of this
Schedule have the meanings specified
1.1.1 "Assumptions" means the following assumptions at the
relevant Review Date:
(a) that no work has been carried out on the Premises
by the Tenant its subtenants or their predecessors
in title during the Term which has diminished the
rental value of the Premises
(b) that if the Premises or any access or essential
services to them have been destroyed or damaged
they have been fully restored
(c) (i) that the covenants contained in this Lease on
the part of the Tenant have been fully
performed and observed; and
(ii) that if there are any breaches of any
Landlord's covenants they are at most minor
and not of any material nature or effect
(d) that the Premises are available to be let by a
willing landlord to a willing tenant by one lease
without a premium being paid by either party and
with vacant possession
(e) that the Premises are ready for and fully fitted
out and equipped for immediate occupation and for
all purposes required by the willing tenant
referred to in paragraph
49
1.1.1(d) and that all the services required for
such occupation and use are connected to and
immediately available for use at the Premises
(f) that the lease referred to in paragraph 1.1.1
(d) contains the same terms as this Lease except
the amount of the Initial Rent and any rent-free
or nominal rent-free period allowed to the Tenant
but including the provisions for rent review on
the Review Dates and is to be regarded
(notwithstanding its date of commencement) as a
new tenancy as defined in Section 28 of the
Landlord and Tenant (Covenants) Xxx 0000
(g) that the rent under the lease referred to in
paragraph 1.1.1(d) shall be ascertained ignoring
and without making any discount reduction or
allowance to reflect (or compensate the Tenant for
the absence of) any rent free period or
concessionary rent period or contribution to
fitting out works or other inducement which would
or might be made by the willing landlord to the
willing tenant upon the grant of the said lease
(h) that the term of the lease referred to in
paragraph 1.1.1 (d) is a period of 10 years and
that such term begins on the relevant Review Date
and that rent shall commence to be payable from
that date and that the years during which the
tenant covenants to decorate the Premises are at
similar intervals after the beginning of the term
of such lease as those specified in this Lease
(i) that the Tenant is able to recover any Value
50
Added Tax payable by it on rent and other
payments to be made by it under this Lease
(j) that the Tenant proposes either to occupy the
whole of the premises or that subtenants are
immediately available for any parts that the
Tenant does not intend to occupy and that such
subtenants are willing and able to enter into
underleases on similar terms (other than as to
rent) and with the same assumptions and disregards
as this Lease and that all consents required by
the Tenant or sub-tenant will be granted and that
all sub-leases will begin on the relevant Review
Date
(k) that all Internal Car Parking Spaces and External
Car Parking Spaces are available to the Tenant
pursuant to and on the terms of the Internal Car
Parking Licence and External Car Parking Licence
and that none have been surrendered by the Tenant
(but that the Tenant's rights to surrender the
same as Licensee under the terms of the Internal
Car Parking Licence and the External Car Parking
Licence respectively are similarly available)
PROVIDED ALWAYS that in determining the effect
upon the review of rent under this Lease of the
said internal and external parking spaces enjoyed
pursuant to the said internal and external parking
licences full regard is had to:
(a) the licence fees presently charged by the
Landlord to the Tenant separately under each
of the licences for each parking space; and
51
(b) the fact that the said licence fees are
themselves subject to annual upwards only
reviews and not 5 yearly reviews and the
likely benefit to the Landlord of such
reviews in the period up to the next review
of rent under this lease; and
(c) the basis upon which the said licence fees
are reviewed; and
(d) the likely determination of any licence fee
review outstanding at the time the rent
under this Lease falls to be reviewed
1.1.2 "Disregarded Matters" means:
(a) any effect on rent of the fact that the Tenant its
subtenants or their respective predecessors in
title have been in occupation of the Premises
(b) any goodwill attached to the Premises by reason of
the carrying on at the Premises of the business of
the Tenant its subtenants or their predecessors in
title in their respective businesses
(c) any increase in rental value of the Premises
attributable to the existence at the relevant
Review Date of any improvement to the Premises
carried out with consent where required otherwise
than in pursuance of an obligation to the Landlord
or its predecessors in title either:
(i) by the Tenant its subtenants or their
respective predecessors in title during the
Term or during any period of
52
occupation prior to the Term arising out of
any agreement to grant this Lease or
(ii) by any tenant or subtenant of the Premises
before the commencement of the Term so long
as the Landlord or its predecessors in title
have not since the improvement was carried
out had vacant possession of the relevant
part of the Premises
(d) any effect on rent of any requirement in the lease
referred to in paragraph 1.1.2(c)(ii) for the
Tenant to require the Landlord's consent to assign
or for the Tenant to enter into an Agreement
pursuant to clause 4.11.5(a)
(e) all restrictions whatsoever relating to the amount
of rent or the payment or recovery of rent
contained in any Act of Parliament and any
direction thereby given relating to any method of
determining rent which may have the effect of
reducing the current market rental
1.1.3 "President" means the President for the time being of the Royal
Institution of Chartered Surveyors the duly appointed
deputy of the President or any person authorised by the
President to make appointments on his behalf
1.1.4 "Review Period" means the period between the Review Date and the last
day of the Contractual Term
2. ASCERTAINING THE BASIC RENT
2.1 The Basic Rent shall be:
2.1.1 until the Review Date the Initial Rent and
53
2.1.2 during the Review Period a rent equal to the greater of:
(a) the Basic Rent payable immediately prior to the Review
Date or (if payment of Basic Rent has been suspended
pursuant to the proviso to that effect contained in this
Lease) the Basic Rent which would have been payable had
there been no such suspension or
(b) such rent as may be ascertained in accordance with this
Schedule
2.2 If the parties shall fail to agree the new rent the Landlord may not
more than three months before the Review Date require the open
market yearly rack rent to be determined by the Independent Surveyor
who shall act as an arbitrator or expert at the option of the
Landlord (such option to be exercised by the Landlord at that time
and in default it being agreed that the Independent Surveyor is to
act as an Expert)
2.3 The revised Basic Rent to be determined by the Independent Surveyor
shall be such as he shall decide to be the best yearly rack rent at
which the Premises might be expected to be let on the open market at
the Review Date making the Assumptions but disregarding the
Disregarded Matters
2.4 In the case of the Independent Surveyor acting as an arbitrator the
arbitration shall be conducted in accordance with the Arbitration
Xxx 0000 except that if the arbitrator appointed pursuant to
paragraph 2.2 shall die or decline to act the President may on the
application of either party discharge the Arbitrator and appoint
another in his place and the cost of the arbitration shall be
allocated by the Arbitrator
2.5 In the case of the Independent Surveyor acting as an expert the fees
and expenses of his nomination shall be borne equally by the
Landlord and the Tenant who shall otherwise each bear their own
costs and if the expert nominated pursuant to paragraph 2.2 hereof
shall die or decline to act the President may on the application of
either party discharge the valuer and appoint another in its place
2.6 Whenever the revised Basic Rent shall have been ascertained in
accordance with this Schedule memoranda to that effect shall be
signed by or on behalf of the parties and annexed to this Lease and
its counterpart and the parties shall bear their own costs in this
respect
3. ARRANGEMENTS PENDING ASCERTAINMENT OF REVISED BASIC RENT
3.1 If the revised Basic Rent payable during any Review Period has not
been ascertained by the Review Date the Basic Rent shall continue to
be payable at the rate previously payable such payments being on
account of the Basic Rent for the Review Period
54
3.2 If one party shall upon publication of the arbitrator's award or the
determination by the expert pay all the Independent Surveyor's fees
and expenses such party shall be entitled to recover such proportion
of them (if any) as the Independent Surveyor shall award against the
other party
4. PAYMENT OF REVISED BASIC RENT
4.1 If the revised Basic Rent shall be ascertained on or before the
Review Date and that date is not a quarter day the Tenant shall on
the Review Date pay to the Landlord the amount by which one
quarter's Basic Rent at the rate payable on the immediately
preceding quarter day is less than one quarter's Basic Rent at the
rate of the revised Basic Rent any necessary apportionment being
made on a daily basis and according to the number of days in the
period ruling which the revised Basic Rent is payable relative to
365 days for that part of the quarter during which the revised Basic
Rent is payable
4.2 If the revised Basic Rent payable during the Review Period has not
been ascertained by the Review Date then immediately after the date
when the same shall be agreed between the parties or the date upon
which the arbitrator's award or expert's determination shall be
received by both parties the Tenant shall pay to the Landlord:
4.2.1 any shortfall between the Basic Rent which would only have
been paid on the Review Date and on any subsequent quarter
days had the revised Basic Rent been ascertained on or before
the Review Date and the payments made by the Tenant on account
and
4.2.2 interest at three percentum less than the Interest Rate
prevailing on the day upon which the shortfall is paid in
respect of each instalment of Basic Rent due on or after
Review Date on the amount by which the instalments of revised
Basic Rent which would have been paid on the Review Date or
the relevant quarter day exceeds the amount paid on account
and such Interest shall be payable for the period from the
date upon which the instalment was due up to the date of
payment of the shortfall
5. ARRANGEMENTS WHEN INCREASING BASIC RENT PREVENTED ETC
5.1 If on the Review Date there shall be in force a statute which shall
prevent restrict or modify the Landlord's right to review the Basic
Rent in accordance with this Lease and/or to recover any increase in
the Basic Rent the Landlord shall when such restriction or
modification is removed relaxed or modified be entitled (but without
prejudice to its rights (if any) to recover any Basic Rent the
payment of which has only been deferred by law) on giving not less
than
55
one month's notice in writing to the Tenant at any time after the
restriction or modification is removed relaxed or modified to invoke
the provisions of paragraph 5.2
5.2 Upon the service of a notice pursuant to paragraph 5.1 the Landlord
shall be entitled:
5.2.1 to proceed with any review of the Basic Rent which may have
been prevented or further to review the Basic Rent in respect
of any review where the Landlord's right was restricted or
modified and the date of expiry of the said notice shall be
deemed for the purposes of this Lease to be the Review Date
5.2.2 to recover any increase in Basic Rent with effect from the
earliest date permitted by law
56
FOURTH SCHEDULE
(Matters to which the demise is subject)
The matters contained in or referred to in the title registers of title numbers
TY359222 and TY149332 insofar as the same subsist, relate to and affect the
Premises (excluding financial charges) as at the 21st day of May 2001 and the
15th day of March 2001 respectively
57
FIFTH SCHEDULE
(Service Charge)
1. THE SERVICES
In this part of this Lease "the Services" are those services appropriate
to the proper efficient and effective management and maintenance of the
Building including (but not limited to):
1.1 keeping the structure walls foundation roofs floors and ceilings of
the Building and any other part of the Building which is not
included in a Unit in good and substantial repair condition and
decoration (which shall include the renewal and rebuilding of the
same where repair is no longer economically viable)
1.2 the inspection testing repair servicing and maintenance (including
replacement of parts where appropriate) of the Retained Property
(which for the avoidance of doubt in this Schedule shall not include
any areas of the Building designated from time to time for use as a
cafe or as conference facilities)
1.3 cleaning and lighting the Retained Property and refuse disposal and
window cleaning to the external windows in the Building and its
atrium as often (in each case) as the Landlord shall deem necessary
1.4 decorating and furnishing the Retained Property and providing and
maintaining decorative features such as landscaped areas flowers
shrubs trees and grassed areas
1.5 operating all Facilities
1.6 the provision of heating and air conditioning for the Building
1.7 providing further or improved Facilities for the greater amenity of
those using or for the more efficient management of the Building
1.8 carrying out such works and taking such other action as may be
appropriate in order to comply with the lawful requirements or
recommendations of any insurer or any authority
1.9 taking such action as may be appropriate to maintain the security of
the Building including the provision of a CCTV system
1.10 the preparation and enforcement of Regulations
1.11 insurance of plant and equipment and of the furnishings and contents
of the Retained Property and such other insurance relating to the
management of the Building as the Landlord may consider prudent
58
1.12 enforcing or attempting to enforce the observance of covenants on
the part of any lessee of part of the Building
1.13 providing a reception/concierge facility during normal business
hours and such extended hours as the Landlord shall notify the
Tenant in the Regulations from time to time
1.14 any other services and works as the Landlord may deem desirable or
necessary in the interest of high standards of estate management for
the benefit of the Building or any part thereof or the lessees
tenants or occupiers thereof or for securing or enhancing any
amenity of or within the Building
2. SERVICE COSTS (FIRST FIVE YEARS)
During the period commencing from the Term Commencement Date and expiring
on the day immediately preceding the fifth anniversary of the Term
Commencement Date ("the Initial Period") the Service Cost Payment shall be
calculated as follows:
2.1 "Base Service Charge" shall mean L103,615.25 (ie L4.45 per square
foot)
2.2 "Index" means the Index of Retail Prices as published by the Office
for National Statistics
2.3 The "Service Cost Payment" shall be:
2.3.1 until the first anniversary of the Term Commencement Date the
Base Service Charge and
2.3.2 with effect from each subsequent anniversary of the Term
Commencement Date (until the expiry of the Initial Period) the
greater of:
(a) the Service Cost Payment payable immediately prior to
the relevant anniversary thereof or
(b) the revised Service Cost Payment when the same is
increased by the same proportion as the increase in the
Index during such period in accordance with the
following formula:
RS = R x (CV divided by PV)
where
RS = the revised Service Cost Payment payable with
effect from the relevant anniversary
R = the Service Cost Payment payable immediately prior
to the relevant anniversary
59
CV (Current Value) = the most recently published value
of the Index available at the date of the relevant
anniversary
PV (Previous Value) = the most recently published value
of the Index available at the date of the previous
anniversary or (in the case of the first review thereof)
at the date this Lease is executed (being 173.3 a at
July 2001)
2.4 If it becomes impossible by reason of any change after today's date
in the methods used to compile the Index or for any reason
whatsoever to calculate the revised Service Cost Payment payable
under the terms of this paragraph 2 or if any dispute or question
whatsoever shall arise between the parties with respect to the
construction or effect of this Schedule such questions shall be
determined by an Arbitrator appointed either by agreement between
the parties or (in the absence of agreement within 14 days of one
party giving notice to the other of its nomination or nominations)
on the nomination of the President (bearing the same meaning given
in the Third Schedule) on the application of either party no earlier
than three months prior to the relevant anniversary this being
deemed to be a submission to arbitration within the meaning of the
Arbitration Xxx 0000 who shall have full power to determine on such
dates as he shall deem apposite what would have been the increase in
the Index had it continued to be calculated on the same basis as it
is currently calculated or (if that determination shall also be
impossible) shall determine an appropriate revised Service Cost
Payment for the purposes of paragraph.2.3.2(b) having regard to the
purposes and intent of the provisions in this Schedule for the
indexation of the Base Service Charge
2.5 The Tenant hereby covenants to pay to the Landlord by way of
additional rent by equal quarterly instalments in advance on each
quarter day during the Initial Period and proportionally for less
than a year (the first payment or proportionate payment to be made
on the date of this Lease) an annual Service Charge Payment in such
sum as is calculated pursuant to paragraph 2 of this Schedule
3. SERVICE COSTS (AFTER 5 YEARS)
In this part of this Lease "Service Costs" means the aggregate of: --
3.1 all rates taxes charges assessments and outgoings payable in respect
of all or any part of the Retained Property or in respect of the
Building as a whole (as distinct from any one or more Units)
3.2 the cost of electricity gas oil or other fuel supplies for the
provision of the Services or otherwise consumed in the Retained
Property
60
3.3 the cost of providing maintaining and renewing such equipment
materials and supplies as are from time to time required in order to
provide the Services
3.4 the cost of all maintenance and other contracts entered into in
relation to the provision of the Services
3.5 all contributions to Conducting Media roads party wall or structures
or other things common to or used in common by the Building and
other property
3.6 the cost to the Landlord of complying with or contesting the
requirements or proposals of any authority insofar as they relate to
the Building (as distinct from any particular Unit)
3.7 the reasonable fees of managing agents (if any) retained by the
Landlord in relation to the management of the Building the provision
of the Services and the collection of Rent Insurance Rent Service
Charge and Service Charge Payment (as defined in clause 4.1 of this
Schedule) due from tenants and occupiers of the Building (or where
any such task is carried out by the Landlord a reasonable charge for
the Landlord in relation thereto)
3.8 the cost of obtaining from time to time professional valuations of
the Building for insurance purposes
3.9 the cost of preparing and auditing Service Charge accounts (whether
carried out by the Landlord or by the Landlord's Surveyor or
accountants)
3.10 VAT (or other tax) where chargeable on any of the Service Costs to
the extent that it cannot be recovered as an input by the Landlord
3.11 all other costs charges expenses and outgoings incurred in or
incidental to the provision of the Services
4. THE SERVICE CHARGE (AFTER 5 YEARS)
4.1 In this clause:
"Account Date" means 31 December in each year or such
other date in each year as the
Landlord may reasonably stipulate
"Account Period" means the period from and excluding
one Account Date up to and including
the next Account Date
"Total Charge" means the total of all Service Costs
during an Account Period net of any
receipts from insurers the Tenant or
other occupiers of the Building or
third parties (otherwise
61
than by way of a service charge) which
are properly applicable towards
payment of such Service Costs
"Service Charge Proportion" means such percentage as the
Landlord's Surveyors consider is a
fair proportion and the Landlord's
Surveyor's decision shall in the
absence of manifest error be final and
binding of the Total Charge
"Service Charge Payment" means payment on account of the
Service Charge Proportion
"Account Statement" means a statement certified by a duly
qualified surveyor or accountant (and
in the absence of manifest error to be
accepted by the Tenant as conclusive)
showing: the Total Charge for the
relevant Account Period the Service
Charge Proportion details of all
Service Charge Payments received in
respect of the relevant Account Period
and any balance of Service Charge
Proportion due from the Tenant or
refund due to the Tenant
4.2 The Tenant hereby covenants to pay to the Landlord by way of
additional rent by equal quarterly instalments in advance on each
quarter day from the date of expiry of the Initial Period and
thereafter throughout the Term and proportionally for less than a
year (the first payment or proportionate payment to be made on the
fifth anniversary of the Term Commencement Date) an annual Service
Charge Payment in such sum as the Landlord may from time to time
reasonably demand having regard to actual and anticipated Service
Costs
4.3 As soon as practicable after an Account Date the Landlord shall
submit to the Tenant an Account Statement for the Account Period
ending on that Account Date giving details of the Service Charge
Proportion and the aggregate Service Charge Payments for that
Accounting Period and
4.3.1 if the Account Statement shows that a balance of Service
Charge is due from the Tenant the Tenant shall pay such
balance to the Landlord within fourteen days of receipt of the
Account Statement
4.3.2 if the Account Statement shows that a refund is due to the
Tenant such refund shall during the Term be set off against
future Service Charge Payments and following the determination
of the Term be set off against any other monies due from the
Tenant to the Landlord and the balance (if any) paid to the
Tenant
62
4.4 Where the commencement of the Contractual Term and the date of the
expiration of the Term do not coincide with the beginning or end
respectively of an Account Period the Service Charge Proportion for
the initial and final part of the Account Periods shall be that
proportion of the Service Charge which relates to the period on and
from the commencement of the Contractual Term or ending on the date
of the expiration of the Term as the case may be apportioned on a
daily basis according to the number of days in the whole of the
relevant Account Periods
4.5 The provisions of this clause will survive the expiration of the
Term
5. ROOF GARDEN/BALCONY (THE WHOLE TERM)
5.1 The Landlord shall throughout the Term provide as part of the
Services for the Premises only maintenance repair and decoration of
the railings on the roof including the balcony railings
5.2 The Tenant covenants to pay to the Landlord by way of additional
rent an additional Service Charge payment within 14 days of
receiving an invoice for the same in respect of the reasonable and
proper costs (including the ancillary costs referred to in the
definition of "Service Costs"' contained in paragraph 3 above) of
providing the services referred to in paragraph 5.1
63
EXECUTED AS A DEED by
PARABOLA ESTATES LIMITED acting
by:
Director [Illegible signature]
Director/Secretary [Illegible signature]
64
