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Exhibit 10.7
DATE 7TH APRIL 1998
ABBEY LIFE ASSURANCE COMPANY LIMITED
JUPITER COMMUNICATIONS LLC
Counterpart/
LEASE
of office premises at
▇▇/▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇
MACFARLANES
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CONTENTS
CLAUSE PAGE
1 ABBY LIFE ASSURANCE COMPANY LIMITED whose registered office is
at ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇. (the "Landlord")...........................................1
2 JUPITER COMMUNICATIONS LLC (Registered Company No. FC020941)
whose address for service is at ▇▇/▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ and any person in whom the Term is from time to
time vested ("the Tenant")...............................................................................1
3 DEFINITIONS..............................................................................................1
2 INTERPRETATION...........................................................................................3
3 DEMISE...................................................................................................4
4 INTRODUCTION.............................................................................................4
5 RENT.....................................................................................................4
6 OUTGOINGS................................................................................................5
7 REPAIR AND DECORATION....................................................................................5
8 ALTERATIONS..............................................................................................6
9 SIGNS....................................................................................................6
10 USER.....................................................................................................7
11 ASSIGNMENTS AND UNDERLETTINGS............................................................................8
12 LEGAL OBLIGATIONS........................................................................................9
13 PLANNING................................................................................................10
14 DEFECTIVE PREMISES......................................................................................11
15 ENCROACHMENTS...........................................................................................11
16 LANDLORD'S RIGHTS.......................................................................................12
17 COSTS...................................................................................................12
18 INTEREST................................................................................................13
19 INDEMNITY...............................................................................................13
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20 MISCELLANEOUS COVENANTS AND YIELDING UP.................................................................13
21 INSURANCE DEFINITIONS...................................................................................14
22 LANDLORD'S COVENANTS....................................................................................14
23 ABATEMENT OF RENT.......................................................................................15
24 TENANT'S INSURANCE COVENANTS:...........................................................................15
25 QUIET ENJOYMENT.........................................................................................16
26 DEFINITIONS AND INTERPRETATION..........................................................................17
27 REVIEW OF RENT..........................................................................................17
28 OPEN MARKET RENT........................................................................................17
29 PROCEDURE...............................................................................................18
30 DELAYED REVIEW..........................................................................................19
31 RESTRICTIONS............................................................................................19
32 MEMORANDA...............................................................................................20
33 RECOVERY OF MONEY.......................................................................................20
34 USER....................................................................................................20
35 EASEMENTS...............................................................................................20
36 COVENANTS...............................................................................................20
37 NOTICE..................................................................................................21
38 RIGHT OF RE-ENTRY.......................................................................................21
39 INSOLVENCY..............................................................................................21
40 INTRODUCTION............................................................................................22
41 GUARANTOR'S COVENANT....................................................................................22
SCHEDULE 1 Rights
SCHEDULE 2 Exceptions and Reservations
SCHEDULE 3 Incumbrances
SCHEDULE 4 Authorised Guarantee Agreement
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LEASE
DATE 7th April 1998
PARTIES
1 ABBY LIFE ASSURANCE COMPANY LIMITED whose registered office is at ▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇. (the "Landlord").
2 JUPITER COMMUNICATIONS LLC (Registered Company No. FC020941)
whose address for service is at ▇▇/▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇ and any person in whom the Term is from time to time
vested ("the Tenant").
3 DEFINITIONS
Where in this Deed the following words commence with capital letters
they have the following meanings unless the context otherwise requires:
AGREED TERM: a term of years commencing on the 7th day of April 1998
and expiring on the 31 March 2005.
AUTHORITY: any statutory public local or other competent authority
or a court of competent jurisdiction.
BUILDING: ▇▇/▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ as shown for the
purposes of identification edged blue on the Plans numbered 1 and 2
annexed hereto.
CLAUSE: a clause of this Deed.
CONDUIT: Any pipe drain culvert sewer flue duct gutter wire cable optic
fibre conduit channel and other medium for the passage or transmission
of water soil gas air soil electricity light information or other
matter and all ancillary equipment or structures.
DETERMINATION OF THE TERM: the determination of the Term by re-entry
notice surrender or otherwise.
FIRST RENT PAYMENT: pound sterling12,448.02 to be paid on the 7th day
of April 1998 in respect of the period commencing on the 7th April 1998
and expiring on the 24 day of June 1998.
INTEREST: interest at the Interest Rate (both before and after any
judgment) calculated on a daily basis from the date on which interest
becomes chargeable on any payment pursuant to any provision of the
Lease to the date upon which such payment is made to be compounded
with rests at the usual quarter days.
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INTEREST RATE: 4% p.a. above the base lending rate from time to time
of Barclays Bank Plc (or such other banks as the Landlord may (acting
reasonably) give notice from time to time).
LANDLORD: the party so named at the head of this Lease and any person
for the time being entitled to the reversion immediately expectant on
the Determination of the Term.
LEASE: this Lease as from time to time varied or supplemented whether
by deed licence or otherwise.
PARTY: The Landlord or the Tenant or the Guarantor (if any).
PERMITTED PART: Each of the upper floors of the Premises.
PERMITTED USER: Offices within Class B1(a) of the Schedule to the
Town & Country Planning (Use Classes) Order 1987 (to which
Clause 2.6 shall not apply).
PLAN: the plans annexed to this Deed.
PLANNING ACTS: The Town and Country Planning Acts 1990/91 and all
subsequent statutes containing provisions relating to town and country
planning when from time to time in force and all other statutory
instruments regulations and orders included by virtue of Clause 2.6.
POSSESSION DATE: the date hereof.
PREMISES: the Building and all and any part of such property and any
additions thereto excluding the Retained Property.
RENT: The sum of FIFTY EIGHT THOUSAND TWO HUNDRED AND FIFTY POUNDS
(pound sterling58.250) exclusive of VAT per annum or such other amount
as is from time to time agreed or determined pursuant to the terms of
this Lease.
RETAINED PROPERTY: the Units comprising the ground floor and basement
of 10 and ▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ respectively as shown for identification
edged red and numbered 1 on the plan annexed hereto and all and any
part of such property and any additions thereto including:
(i) the internal finishes of the walls dividing those Units from
other parts of the Building but not those walls themselves and
the floorboards and ceilings but not the loadbearing members of a
floor;
(ii) internal walls which are not load bearing;
(iii) the internal finishes of any load bearing walls within those
Units but not those walls themselves;
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(iv) the doors door frames windows and window frames shop fronts and
fascias of those Units;
(v) Conduits and Facilities to the extent that they are within and
exclusively serve those Units (but not other Conduits or
Facilities);
(vi) Fixtures and fitting at those Units whenever fixed except those
fixed by the tenants which are generally regarded as tenants or
trade fixtures but for the avoidance of doubt no areas outside
the boundaries of the walls the floor and the ceiling containing
those Units are included therein (without prejudice to any
rights expressly granted to the Tenant).
SCHEDULE: a schedule of this Deed.
SUPERIOR LEASE: a lease dated 14th September 1995 and made between
The Sixth Marquess of Salisbury and Viscount Cranborne (1) Gascoyne
Holdings Limited (2) London and Regional (Central) Investment, Limited.
THE SUPERIOR LANDLORD: Gascoyne Holdings Limited.
TENANT: Jupiter Communications LLC (Registered No. FC 020941) whose
address for service is at ▇▇/▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ and
any person in whom the Term is from time to time vested.
TERM: the Agreed Term and any continuation or extension of it whether
by agreement operation of law or otherwise.
THE TRUSTEES: The Sixth Marquess of Salisbury and Viscount Cranborne.
UNIT: a unit of accommodation that is from time to time let or
otherwise occupied or designed or intended for letting or occupation.
VAT: Value Added Tax or other tax of a similar nature (and unless
otherwise expressly stated all references to Rent or other monies
payable by the Tenant are exclusive of any VAT charged or chargeable
thereon).
2 INTERPRETATION
The provisions of this Lease shall unless the context otherwise
requires be construed as follows:
2.1 Obligations and liabilities of a Party comprising more than one person
are obligations and liabilities of such persons jointly and severally.
2.2 Words importing one gender include all other genders.
2.3 The singular includes the plural and vice versa.
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2.4 A covenant by the Tenant not to do something shall be construed as
including a covenant not to permit or suffer it to be done by a third
party.
2.5 A consent or approval to be given by the Landlord is not effective for
the purposes of the Lease unless it is in writing and signed by or on
behalf of the Landlord.
2.6 Reference to a statute includes any amendment modification extension
consolidation or re-enactment of it and any statutory instrument
regulation or order made under it which is for the time being in
force.
2.7 Headings to Clause Schedules or parts of the lease do not affect the
interpretation or construction of the Lease.
3 DEMISE
The Landlord demises the Premises to the Tenant:
3.1 together with the rights set out in Schedule 1;
3.2 except and reserving to the Landlord as set out in Schedule 2;
3.3 to hold the same to the Tenant for the Agreed Term;
3.4 subject to all rights easements restrictions covenants and liabilities
affecting the Premises including without prejudice to the generality
of the foregoing those described in Schedule 3;
3.5 yielding and paying to the Landlord the Rent without any deduction or
set-off by equal quarterly payments in advance on the usual quarter
days in each year and proportionately for any period of less than a
year.
4 INTRODUCTION
With effect from and including the Possession Date the Tenant covenants
with the Landlord as set out in this part of the Lease.
5 RENT
The Tenant shall pay the Rent as provided in clause 3.5 of the Lease
(including the First Rent Payment) without deduction or set-off and
for payment of which if and for so long as required by the Landlord
the Tenant shall give to its bankers for the time being a standard
order directing such quarterly payments to be made on the due date at
the bankers for the time being of the Landlord.
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6 OUTGOINGS
6.1 The Tenant shall pay and indemnify the Landlord against all rates taxes
assessments impositions duties charges and outgoings now or at any time
during the Term payable by the owner or occupier of or otherwise in
respect of the Premises(except any tax assessed on the Landlord or any
Superior Landlord in respect of its ownership of rental income from or
any dealings with its reversionary interest).
6.2 The Tenant shall pay and keep the Landlord indemnified against
all VAT which may from time to time be charged on the Rent or
on any other monies payable by the Tenant under the Lease.
6.3 If the Landlord has an option whether or not charge VAT the Tenant
hereby irrevocably consents to the Landlord freely exercising that
option to the extent form time to time permitted by law.
6.4 The Tenant shall pay and indemnify the Landlord against all charges
for electricity gas and other services at the Premises.
6.5 The Tenant shall pay a fair and proper proportion (to be determined by
the surveyor for the time being save in the case of manifest error of
the Landlord such determination to be final and binding on the parties
hereto) of the proper and reasonable expenses payable in respect of
constructing repairing and cleansing and (if necessary for the purposes
of repair only) renewing and in all ways whatsoever maintaining all
party walls fences sewers conduits passageways, stairways roofs roads
ways pavements land and all other things the use of which is common to
the Premises and to any adjoining or neighboring premises (including
for the avoidance of doubt any other Unit).
7 REPAIR AND DECORATION
The Tenant shall (subject to the provisions relating to insurance set
out in the Lease to the intent that it shall not be liable for damages
caused by way of any of the risks against which the Landlord herein
covenants to insure unless and to the extent that the Landlord's
policy or policies of insurance shall have been vitiated or been
rendered void or voidable of payment of policy monies been refused or
withheld in consequence of any act or default on the part of the
Tenant its servants or agents):
7.1 keep the Premises at all times in good and substantial repair and
condition;
7.2 clean the Premises regularly and maintain them at all times in a clean
and tidy condition;
7.3 clean all windows regularly and at least once a month;
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7.4 decorate the outside of the Premises in the years ending on the 24th
day of March 2001 and 2003 and in the last three months of the Term
(however and whenever determined) and the inside of the Premises in the
year ending on the 24th day of March 2000 and 2005 the decoration of
the outside whenever it differs from the present colour or type to be
in a colour and type previously approved in writing by the Landlord
and the Superior Landlord (such approvals not to be unreasonably
withheld or delayed);
7.5 within two months (or sooner in emergency) of receipt of notice from
the Landlord of any breach of this Clause to proceed diligently to
carry out the repair cleaning of decoration required to remedy the
breach and if the Tenant fails diligently to comply with such notice
and the Landlord enters the Premises to carry out such work the Tenant
shall upon demand pay to the Landlord all proper costs which the
Landlord so incurs.
8 ALTERATIONS
8.1 The Tenant shall make no addition or alteration to the Premises unless
permitted by this clause.
8.2 The Landlord will not unreasonably withhold or delay consent for the
carrying out of a Tenant's Alteration in a manner consistent with the
provisions of this Lease and the Superior Lease.
8.3 "Tenant's Alteration" means an alteration to the interior of the
Premises which is non-structural.
8.4 The Landlord may before giving consent require:
8.4.1 the submission to the Landlord of drawings and specifications
(in triplicate plus as many further copies as are reasonably
requested by the Superior Landlord) showing the proposed
Tenant's Alteration.
8.4.2 the execution of such licence to carry out the Tenant's Alterations as
the Landlord may reasonably require; and
8.4.3 if in the Landlord's reasonable opinion the Tenant's Alteration
require substantial works the provision of security (by way of bonds
the deposit of money or otherwise) which is sufficient to enable the
Landlord to complete or reinstate the works if the Tenant commences
but does not within a reasonable time complete the works such security
to be provided prior to commencement of the works and to be released
upon their satisfactory completion.
9 SIGNS
The Tenant shall not:
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9.1 fix anything to the exterior of the Premises nor to the exterior of
any fascia door or windows unless permitted by this Clause;
9.2 display any notice sign poster or advertisement which is visible from
outside the Premises except to indicate the name and business of the
Tenant in a manner first approved by the Landlord and the Superior
Landlord (such approval not to be unreasonably withheld or delayed).
10 USER
10.1 Subject always to the prohibitions and restrictions hereinafter
contained the Tenant shall not use the Premises other-wise than for
the Permitted User.
10.2 Not to use or permit or suffer the Premises or any part thereof to be
used for any illegal or immoral purposes nor for the sale or
manufacturer on the Premises of beer, wine or spirituous liquors nor
as a betting shop gaming house bingo hall funfair or leisure centre
nor as a sex shop peep show sauna or massage parlour beauty parlour
hostess agency, escort agency nor as a brothel or disorderly house nor
for the business of an undertaker nor for any noisy noisome noxious
offensive or dangerous trade profession or business nor to show or
allow to be shown to the public on the Premises any films nor to sell
or display for sale any pictures prints books or other printed matter
nor any films cassettes video equipment marital aids or any articles
of clothing or any other items of whatever nature which are
pornographic obscene or offensive or that are detrimental to the
neighborhood nor as a residence or sleeping place for any person.
10.3 Not to sell by auction or permit or suffer any sale by auction within
or upon the Premises nor to use the Premises for public exhibition
show or political meeting.
10.4 Not to do or permit or suffer to be done on the Premises or any part
thereof anything which is likely to cause a nuisance damage disturbance
injury or danger of or to owners lessees or occupiers of any premises
in the neighbourhood and (without prejudice to the generality of the
foregoing) not to use or permit or suffer to be used on the Premises
any electrical instrument or devices unless fitted with an effective
suppresser and properly earthed and insulated And to keep the
Landlord fully and effectively indemnified against all actions
proceedings damages, costs, expenses claims and demands
whatsoever arising out of or in consequence of any breach or
non-observance of this covenant.
10.5 The Tenant shall not overload the structure of the Premises.
10.6 The Tenant shall not make use of conduits beyond their capacity nor in
a manner which may block or damage them and in particular will not
stop up or obstruct or permit oil grease or other deleterious matter
or substance to enter any drain or sewer.
10.7 The Tenant shall comply with the Regulation (if any).
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11 ASSIGNMENTS AND UNDERLETTINGS
11.1 The Tenant shall not assign charge underlet hold upon trust for
another share occupation or part with possession of the Premises or
any part or parts thereof save by way of an assignment or underletting
of the whole of the Premises or an underletting of a Permitted Part as
permitted under the following provisions of this clause and with the
prior consent of the Superior Landlord in accordance with the Superior
Lease.
11.2 The Tenant shall not assign the Premises as a whole without
the previous written consent of the Landlord such consent not
to be unreasonably withheld or delayed and in the case of an
assignment subject to compliance with the conditions in clause
11.3 below.
11.3 The Landlord may give consent subject to the condition that before the
Tenant assigns this Lease the Tenant enters into an agreement under
which the Tenant.
11.3.1 guarantees the performance by the proposed assignee of all the
covenants on the part of the Tenant contained in this Lease in
the form set out in the Fourth Schedule of this Lease; and
11.3.2 is liable to the Landlord as principal debtor and is not
released even if the Landlord gives the proposed assignee
extra time to comply with any obligation or does not insist on
its strict terms.
11.4 The Landlord may where it is reasonable to do so require as a
condition of granting consent to a proposed assignment that the
proposed assignee either:
11.4.1 furnish the Landlord with a guarantee of payment of the rent
reserved and performance of all the covenants on the part of
the Tenant in this Lease from a guarantor of financial
standing acceptable to the Landlord provided that in judging
whether the financial standing of the proposed guarantor is
acceptable the Landlord shall act reasonably; or
11.4.2 furnish the Landlord with a rent deposit and/or provide such
additional security for performance by the proposed assignee
of its obligations under this Lease as the Landlord may
reasonably require.
11.5 The provisions of clause 11.4 shall operate without prejudice
to the right of the Landlord to impose further conditions upon
a grant of consent where such imposition would be reasonable.
11.6 The Tenant shall:
11.6.1 not underlet the whole of the Premises or any Permitted Part
at a premium or fine and any such underlease must reserve a
yearly rent during the whole of the term thereby granted of an
amount which can never be less than the open market rent;
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11.6.2 procure that the underlease shall be made subject to the Tenant's
covenants and conditions herein contained;
11.6.3 procure that the underlease shall contain an absolute covenant
on the part of the underlessee not to charge underlet hold on
trust for another share occupation or part with possession of
the underlet premises or any parts thereof;
11.6.4 procure that the underlease shall contain the following
covenant the Tenant covenants with the Landlord to observe and
perform the covenants on the part of the Landlord as tenants
contained in the Superior Lease (save as to the payment of the
rent therein reserved and so far as the same relate to the
premises to be underlet);
11.6.5 not underlet the whole of the Premises or any Permitted Part
otherwise than on terms which contain an agreement between the
parties to such underletting that the provisions of Section
24-28 (inclusive) of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ shall
not apply to the tenancy thereby created nor without having
obtained an order of this court under Section 38(4) of the
said Act authorising that agreement.
11.7 The Tenant may not without the prior written consent of the
Landlord (such consent not to be unreasonably withheld or
delayed) release vary or waive any of the underlessee's
covenants or any conditions contained in any underlease.
11.8 The Tenant shall upon request from time to time provide within
one month an information which the Landlord may reasonably
request under Section 40(1)(a) and (b) of the Landlord and
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇.
11.9 Within two months after any assignment underletting charge mortgage or
other devolution of title relating to the Premises to give notice
thereof in writing to the Landlord (or the Landlord's solicitors)
together with two certified copies of the relevant instrument and to
pay to the Landlord (or the Landlord's Solicitors) such reasonable
registration fee as the Landlord (or the Landlord's Solicitors) may
specify being not less than pound sterling25 plus VAT for the
registration of such instrument.
12 LEGAL OBLIGATIONS
12.1 In this clause "Legal Obligation" means any present or future
statute statutory instrument or bye law or any present or
future regulation order notice direction code of practice or
requirement of any Authority insofar as it relates to the
Premises or to their occupation or use but irrespective of
this person on whom such obligation is imposed.
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12.2 If the Tenant receives from an Authority formal notice of a Legal
Obligation it shall (as soon as is reasonably possible) produce a copy
to the Landlord and if such notice is in the Landlord's reasonable
opinion contrary to the interests of the Landlord the Tenant shall make
at the joint cost of the Landlord and the Tenant such objection or
representations against such Legal Obligation as the Landlord may
reasonably require but otherwise shall at its own expense observe and
comply with all Legal obligations.
12.3 Where a Legal Obligation requires the carrying out of works the Tenant
shall so far as such Legal Obligation permits also comply with the
provisions of the Lease in relation to such works.
12.4 The Tenant shall not do or omit to do in relation to the Premises or
their use of occupation anything by reason of which the Landlord may
incur any liability whether for costs a penalty damages compensation
or otherwise.
12.5 The Tenant shall not cause or permit a nuisance on or in relation to
the Premises and if a nuisance occurs shall forthwith take all
necessary action to ▇▇▇▇▇ it.
12.6 Without prejudice to the generality of this clause the Tenant shall
in particular observe and comply with all Legal Obligations of any
appropriate Authority relating to health and safety means of escape
in case of fire and the protection and preservation of life and
property carrying out such works of modification and improvement to the
Premises as may from time to time be reasonably required by such Legal
Obligations (the Landlord however having the right (but no obligation)
to carry out such works where the Legal Obligation affects both the
Premises and other Units in which event the Tenant shall within 28 days
of demand repay to the Landlord all costs and expenses properly so
incurred by the Landlord which are attributable to the Premises).
12.7 The Tenant shall carry out any works to the Premises not only
in accordance with all legal Obligations but also with good
quality materials and in a good and workmanlike manner to the
reasonable satisfaction of the Landlord.
12.8 The Tenant shall perform and observe al covenants and other provisions
contained or referred to in any documents listed in the Third Schedule
insofar as they relate to or affect the Premises or their use or
occupation.
13 PLANNING
13.1 The provisions of this clause supplement the general obligations
imposed by clause 12.
13.2 The Tenant shall not commit a breach of planning control (as defined
in Section 171 of the Town and Country Planning Act 1990) in relation
to the Premises.
13.3 The Tenant shall observe and comply with the Planning Acts in relation
to the Premises.
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13.4 The Tenant shall make no application under the Planning Acts (whether
for planning permission or otherwise) in relation to the Premises
without the Landlord's prior consent (which consent shall not be
unreasonably withheld or delayed) in relation to the Premises where
works are permitted by the Landlord under clause 8).
13.5 The Tenant shall supply to the Landlord promptly and without further
request copies of all applications notices decisions and other formal
communications under the Planning Acts which relate in any way to the
Premises and where such communications relate only to the Premises or
to an application made by the Tenant then the Tenant shall at its own
expense take such action to protect the Landlord's interests as the
Landlord may reasonable require.
13.6 The Tenant shall not implement a planning permission until the Landlord
has given its consent (such consent not to be unreasonably withheld or
delayed where a planning permission is granted pursuant to an
application approved by the Landlord).
13.7 Where a planning permission imposes conditions the Landlord may if
reasonable before giving consent to its implementation require the
Tenant:
13.7.1 to provide reasonable security for compliance with the conditions; and
13.7.2 to undertake that if it implements the planning permission it will
carry out prior to the Determination of the Term all works which the
planning conditions may at any time require.
14 DEFECTIVE PREMISES
The Tenant shall promptly give notice to the Landlord of any defect in
the Premises in respect of which the Landlord may have a liability or
duty of care under the Lease the Defective Premises Act of 1972 or
otherwise.
15 ENCROACHMENTS
15.1 The Tenant shall not stop up darken or obstruct any window or light at
the Premises.
15.2 The Tenant shall not permit and shall take all reasonable measures to
prevent any new window light opening pathway conduit or other
encroachment or casement being made or acquired in against out of or
upon the Premises.
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16 LANDLORD'S RIGHTS
16.1 The Tenant shall permit the Landlord any Superior Landlord and persons
authorised by any of them to exercise any right excepted and reserved
by the Second Schedule and in addition to the rights to enter the
Premises at all reasonable times after not less than two days' written
notice (except in emergency) with tools and equipment (if appropriate):
16.1.1 to inspect the Premises to ascertain whether the Tenant is complying
with the Leases or to view their state and condition or to make surveys
or to show the Premises to prospective tenants or purchasers or for any
other reasonable purpose under the Lease;
16.1.2 to execute works following the Tenant's failure to comply with a notice
served under clause 7.5 (without prejudice to any other remedy
available to the Landlord) and also pursuant to 12.6;
16.1.3 to take schedules or inventories;
16.1.4 to inspect or execute works of repair maintenance decoration
construction alteration improvement or otherwise to the Building or
other property (including those parts of the Retained Property within
or bounding the Premises);
the person entering causing as little damage and disturbance as is
reasonably practicable and making good as soon as practicable any
physical damage to the Premises so caused.
16.2 The Tenant will permit the Landlord any Superior Landlord and persons
authorised by any of them to carry out any works of repair construction
development improvement alteration to other property (including the
Retained Property) and 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 causing as
little disturbance as is reasonably practicable and maintaining
pedestrian access to the Premises and supplies of water gas and
electricity and drainage (where applicable) will be maintained during
normal business hours.
16.3 The Tenant will permit the affixation to suitable parts of the Premises
of reletting notices during the six months preceding the Determination
of the Term and of notices relating to the disposal or acquisition of
any reversionary interest at any time.
17 COSTS
The Tenant shall pay and indemnify the Landlord against all liability
proper costs fees charges disbursements and expenses connected with or
consequent upon and (where appropriate) in preparing:
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17.1 an application for the landlord's consent (whether or not the consent
is given (unless unlawfully withheld) or the application is withdrawn);
17.2 a schedule of dilapidations whether served at up to six months after
the Determination of the Term;
17.3 notice pursuant to a provision of the Lease or under section 146 147 of
the Law of Property ▇▇▇ ▇▇▇▇ and proceedings under those sections even
if forfeiture is avoided otherwise than by relief granted by the court;
17.4 the recovery of arrears of Rent or other sums payable under the Lease;
17.5 the enforcement of any covenant or obligation of the Tenant under the
Lease;
17.6 abating a nuisance which the Tenant fails to ▇▇▇▇▇.
18 INTEREST
Without prejudice to any other right or remedy of the Landlord the
Tenant shall pay to the Landlord Interest on any Rent and VAT
(if applicable) which is not paid to the Landlord on the date it is
due (whether payment is formally demanded or not) and Interest on any
other sum which is not paid to the Landlord by the later of the date
it is due and the date seven days after a demand for payment is made.
19 INDEMNITY
19.1 The Tenant is responsible for and shall indemnify and keep the Landlord
indemnified against all claims demands actions or proceedings made or
brought and all proper and reasonable losses damages costs expenses and
liabilities incurred suffered or arising directly or indirectly in
respect of or otherwise connected with:
19.1.1 the use and occupation of the Premises;
19.1.2 any act omission or negligence of the Tenant or of any other person at
the Premises with the express or implied authority of the Tenant or of
anyone deriving title through the Tenant; and
19.1.3 any breach of any covenant or other provision of the Lease to be
observed or performed by the Tenant.
20 MISCELLANEOUS COVENANTS AND YIELDING UP
20.1 The Tenant shall not do or permit to be done anything on or in the
Premises inconsistent with or in breach of the provisions of the
Superior Lease.
20.2 Upon the Determination of the Term the Tenant shall:
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20.2.1 remove all signs and tenant's fixtures and fittings and furniture and
effects making good any damage to the premises so caused; and
20.2.2 yield up the Premises in a state and condition consistent with due
compliance by the Tenant with its covenants and obligations under the
Lease.
21 INSURANCE DEFINITIONS
In this part of the Lease:
21.1 "Insured Risks" means risks of loss or damage by fire storm tempest
flood lightning explosion aircraft articles dropped from aircraft riot
civil commotion malicious damage terrorist act (where such risk is
usually capable of being covered by a similar policy to that effected
by the Landlord) impact bursting and overflowing of pipes or tanks or
of other apparatus) and by such other perils against which the Landlord
may insure;
21.2 "the Insurance Policies" means the following insurance policies
effected in such insurance office of repute or with such underwriters
and through such agency as the Landlord may reasonably decide and
subject to such excesses enclusions limitations and conditions as the
insurer may require or the Landlord may property negotiate and
covering;
21.2.1 insurance of the Building (but specifically including glass tenant's
and trade fixtures and fittings) against the Insured Risks for a sum
sufficient to cover the cost of reinstatement assuming total loss
including all applicable VAT and ancillary costs (such as site
clearance and professional fees) and appropriate allowance for
inflation;
21.2.2 a "Loss of Rent Policy" being insurance against the loss of all Rent
and applicable VAT from the Building for such period (being not less
than three years) as the Landlord may from time to time reasonably
consider sufficient to complete the reinstatement of the Building
following a total loss and for such sum as takes into account any
likely rent review during that period;
21.2.3 insurance against third party and public liability at the Building for
such sum as the Landlord may from time to time consider prudent;
21.2.4 such other insurance in relation to the Building not otherwise
specifically mentioned in this part for as the Landlord from time to
time reasonably considers prudent.
22 LANDLORD'S COVENANTS
The Landlord covenants with the Tenant that from and including the
Possession Date until the Determination of the Term:
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22.1 the Landlord will effect and maintain the Insurance Policies (but only
so far as they are to vitiated by any act neglect or default of the
Tenant anyone deriving title through the Tenant or anyone at the
Premises with the express or implied authority of either of them);
22.2 the Landlord will upon reasonable request from time to time produce to
the Tenant a copy or sufficient details of the Insurance Policies and
evidence that they are in force;
22.3 the Landlord will notify the Tenant of any change in the provisions of
the Insurance Policies from time to time which is material to the
Tenant;
22.4 in the event of any loss or damage against which the Landlord has
covenanted to effect an Insurance Policy the Landlord will apply all
monies received from the insurer and from the Tenant pursuant to Clause
24 in carrying out works of reinstatement or otherwise making good such
loss or damage and carrying out any necessary works of reinstatement as
soon as reasonably practicable and will to the extent that such monies
are insufficient up such insufficiency out of its own resources.
23 ABATEMENT OF RENT
23.1 If the Building is destroyed or so damaged by an Insured Risk that the
Premises are wholly or partially unfit for occupation and use or
inaccessible and the Insurance Policies have not been vitiated or any
payment thereunder refused by reason of some act neglect or default of
the Tenant someone deriving title through the Tenant or some person
with the express or implied authority of either of them the Rent or a
fair proportion thereof according to the nature and extent of the
damage sustained shall cease to be payable until the Premises are again
fit for occupation and use and accessible to the extent only that such
loss of Rent is recoverable under the Loss of Rent Policy.
23.2 A dispute as to the amount or duration of such cesser of Rent shall be
referred to arbitration under the Arbitration ▇▇▇ ▇▇▇▇ the arbitrator
to be appointed (failing agreement between the Parties) by the
President of the Royal Institution of Chartered Surveyors upon the
application of either the Landlord or the Tenant.
24 TENANT'S INSURANCE COVENANTS:
The Tenant covenants with the Landlord that from and including the
Possession Date.
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24.1 the Tenant will pay to the Landlord within 7 days of demand a fair
proportion of all premiums and others expenses (including reasonable
valuation fees such fees not to be incurred more than once in every two
years) incurred by the Landlord in effecting and maintaining the
Insurance Policies such proportion to be properly determined by the
Landlord (and which for the avoidance of any doubt may in the case of
the Loss of Rent Policy include the whole of the premium payable in
respect of the Premises or a fair proportion of the premium payable in
respect of the Building excepting those parts of the Building which
shall be unlet or vacant at the date.
24.2 the Tenant will comply with the insurers requirements in relation to
the Premises and will not do or omit to do anything which may make an
Insurance Policy void or voidable in whole or in part or increase the
premium for such policy but if as a result of a breach of this covenant
a premium is increased then the Tenant will forthwith upon demand pay
to the Landlord the whole of such increase.
24.3 the Tenant will maintain such fire fighting equipment on the Premises
as the insurer or an Authority may reasonably require.
24.4 the Tenant will a soon as reasonably practicable notify the Landlord of
any loss damage or destruction of or relating to the Premises and of
any other event which comes to the attention of the Tenant and which
may affect or give rise to a claim under an Insurance Policy.
24.5 the Tenant will forthwith within 7 days of demand pay to the Landlord
an amount equal to all monies which the Landlord is unable to recover
under an Insurance Policy by reason of an act default or omission of
the Tenant and a fair proportion of all such monies which are
irrecoverable by reason of:
24.5.1 a condition of the policy; or
24.5.2 the imposition by the insurer or the reasonable acceptance by the
Landlord of an obligation to bear part of an insured loss (commonly
called an excess).
24.6 the Tenant shall not effect any insurance policy equivalent to any of
the Insurance Policies but if in breach of this covenant it does so it
shall pay to the Landlord all monies received under such policy.
25 QUIET ENJOYMENT
25.1 Subject to the Tenant paying the Rent and other sums due under the
Lease and complying with its covenants the Landlord covenants with the
Tenant from and including the Possession Date until the Determination
of the Term to permit the Tenant peaceably and quietly to 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.
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25.2 To pay the rent reserved by the Superior Lease and comply with the
Tenant's covenants contained in the Superior Lease.
26 DEFINITIONS AND INTERPRETATION
26.1 Where in this part of the Lease the following underlined words commence
with capital letters they have the following meanings unless the
context otherwise requires:
26.1.1 "Review Date" 24th March 2000.
26.1.2 "Restrictions" means restrictions imposed by an Authority which
operates to impose any limitation in relation to the review of rent or
the collection of any increase in rent.
26.1.3 "Open Market Rent" is as defined in clause 28.
26.2 Time is not of the essence except where specified.
27 REVIEW OF RENT
With effect from the Review Date the Rent shall be the amount payable
(but for any abatement of Rent) immediately prior to the Review Date
or (if greater) the Open Market Rent as agreed or determined under
this part of the Lease.
28 OPEN MARKET RENT
"Open Market Rent" means the yearly rent which would reasonably by
expected to be paid for the Premises (after the expiry of a rent free
period or period of reduced rent that might be negotiated in the open
market between a willing landlord and a willing tenant for the purpose
of fitting out the Premises) upon a letting in the open market at the
Review Date with vacant possession by a willing landlord to a willing
tenant.
28.1 upon the assumption (if not a fact) that:
28.1.1 the Premises are available to let as a whole with vacant possession on
the open market without a fine or premium under a lease for a term of
five years but commencing on the Review Date including provisions for
review of rent on the forth anniversary of the Review Date and
otherwise on the same terms as the Lease (except as to the amount of
the Rent);
28.1.2 the covenants and provisions of the Lease on the part of the Tenant
have been fully performed and observed;
28.1.3 the Premises may be used for any purpose permitted by this Lease;
28.1.4 if the Premises have been destroyed or damaged they have been fully
restored;
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28.1.5 the Premises are fully fitted out to the requirements of a willing
tenant and are available for immediate occupation and use;
28.1.6 no work has been carried out to the Premises (unless by the landlord or
a Superior Landlord) which has diminished or increased their rental
value;
28.1.7 every prospective willing landlord and willing tenant is able to
recover VAT in full;
28.2 but disregarding:
28.2.1 any effect on rent of the fact that the Tenant any undertenant or any
of their respective predecessors in title have been in occupation of
the Premises;
28.2.2 any goodwill attached to the Premises by reason of the carrying on of
the business of the Tenant any undertenant or any of their predecessors
in title;
28.2.3 the taxable status of any Party for the purpose of VAT or any other
tax;
28.2.4 any effect on rent of the Restrictions;
28.2.5 any adverse effect of any temporary works operations or other
activities on any adjoining or neighbouring property;
28.2.6 any effect on rent attributable to any improvement to the Premises
carried out with consent where required and otherwise than in pursuance
of an obligation to the Landlord or its predecessors in title to the
extent only that such improvement has been carried out without cost to
the Landlord or its predecessors in title and that such improvement was
completed either during the Term or during any period of occupation
prior to the commencement of the Term arising out of an agreement to
grant the Lease.
29 PROCEDURE
29.1 The Landlord may serve upon the Tenant notice during the period of nine
months before or at any time after the Review Date requiring the Rent
to be increased with effect from the Review Date or stating that the
Rent is not to be increased.
29.2 If the Landlord serves notice requiring the Rent to be increased
("Review Notice") the Landlord and the Tenant shall endeavour to agree
the Open Market Rent as at the Review Date.
29.3 If the Landlord and the Tenant do not agree the Open Market Rent within
three months after service of a Review Notice or by the date three
months before the Review Date (whichever is the later) either may by
notice to the other require the Open Market Rent as at the Review Date
to be determined by a Chartered Surveyor having at least ten years'
experience in assessing the rental value of premises similar to the
Premises and acting as an expert.
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29.4 If the Landlord and the Tenant do not agree on the joint appointment of
an expert the expert shall be nominated on the joint application of the
Landlord and the Tenant (or if either of them neglects to concur in
such application then on the sole application of the other) by the
President or other chief officer or acting chief officer for the time
being of the Royal Institution of Chartered Surveyors.
29.5 Each Party shall be entitled to submit to the expert in writing within
four weeks after his appointment a valuation and representation and
within a further two weeks written comments on or replies to the
valuation and/or representations of the other Party but the expert
shall not be limited or fettered by any submission by either Party and
shall determine the market rent in accordance with his own judgment and
his decision shall be binding on both the Landlord and the Tenant.
29.6 The expert shall within three months of his appointment or within such
extended period as the Landlord may agree give to the Landlord and the
Tenant written notice of the amount of the Open Market Rent as
determined by him but if he does not or if for any reason it becomes
apparent that he will not be able to complete his duties in accordance
with his appointment the Landlord and the Tenant may agree upon or
either of them may apply for the appointment of another expert (which
procedure may be repeated as often as necessary) pursuant to the
provisions of this clause.
30 DELAYED REVIEW
Where the Rent payable with effect from a Review Date is not
ascertained prior to the Review Date the Tenant shall:
30.1 with effect from the Review Date pay an "Interim Rent" at the rate at
which Rent was payable immediately prior to the Review Date; and
30.2 If the Rent when ascertained exceeds the Interim Rent then within
fourteen days of the Rent being ascertained pay to the Landlord an
amount equal to the aggregate of the sums by which each quarterly
installment of Rent would have exceeded each installment if Interim
Rent had the Rent been ascertained by the Review Date together with
Interest on each of those sums from the date it would have been due to
the date of payment at a rate 4% below the Interest Rate.
31 RESTRICTIONS
Where Restrictions are in force at the Review Date the Landlord may
give notice to the tenant at any time but not later than 28 days after
the Review Date postponing the Review Date until such later date as the
Landlord may by not less than three months prior notice specify and in
that event the rent payable immediately prior to the Review Date that
is postponed shall continue to be the Rent payable until increased upon
review at the postponed Review Date.
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32 MEMORANDA
Where Rent is increased with effect from the Review Date the Landlord
and Tenant shall (at their own cost) sign memoranda thereof in such
form as the Landlord may reasonably require for annexation to both the
original and counterpart of the Lease.
33 RECOVERY OF MONEY
In addition to any other remedy available to the Landlord all monies
due (by way of Rent or Outgoings) from the Tenant to the Landlord under
the Lease may be recovered as if such monies were reserved as Rent.
34 USER
The Landlord does not warrant that the Premises may lawfully be used
for any purpose authorised under the Lease.
35 EASEMENTS
35.1 The Tenant is not entitled to and the Premises do not enjoy any right
of light or air which might restrict or interfere with the free use of
any other property owned by the Landlord for building or any other
purpose.
35.2 The operation of Section 62 of the Law of Property Act 1925 is excluded
from the Lease and the only right granted with the Premises are those
expressly granted in the Lease.
35.3 A person exercising any right of entry granted or reserved under the
Lease in order to carry out works must:
35.3.1 give reasonable prior written notice to the relevant Party (except in
emergency);
35.3.2 exercise the right in a manner which causes as little damage and
inconvenience as is practicable in the circumstances; and
35.3.3 make good any physical damage caused as soon as is reasonably
practicable.
36 COVENANTS
36.1 Nothing contained or implied in the Lease gives the Tenant the benefit
of or the right to enforce or to prevent the release or modification of
any covenant agreement or condition relating to other property.
36.2 Each covenant in the Lease by the Tenant remains in full force at law
and in equity notwithstanding any waiver or release temporarily or
permanently revocably or irrevocably of any other covenant in the Lease
or of any covenant affecting other property.
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37 NOTICE
37.1 A notice by one party ("the Sender") to another ("the Recipient") is
duly served if in writing and either delivered to the recipient or sent
by registered or recorded delivery post addressed to the recipient at
his address as stated in this deed or as from time to time notified to
the sender.
37.2 In this clause "writing" includes telex facsimile or other electronic
means of communication and "delivered" includes communication by such
means in which event service is deemed to be effected when the sender
has finished transmitting the notice unless either the sender knows or
ought reasonably to know that the transmission has failed or is
incomplete (in which case service takes place outside normal business
hours (in which notice is deemed to be served when normal business
hours next commence).
37.3 In this clause "working day" means any day except Saturday, Sunday or a
Bank or Public Holiday and "normal business hours" are 9:30 a.m. to
5:30 p.m. on a working day.
38 RIGHT OF RE-ENTRY
The Landlord may at any time after the occurrence of any of the
following events re-enter the Premises whereupon this demise shall
absolutely determine (but without prejudice to any right of action of
the Landlord in respect of any arrears of Rent or any antecedent
breach of covenant):
38.1 if any Rent remains unpaid 21 days after it is due (whether formally
demanded or not); or
38.2 if any covenant or stipulation in the Lease which is to be performed or
observed by the Tenant is not performed or observed; or
38.3 if the Tenant permits any execution or distress to be levied on any
goods in the Premises; or
38.4 if the Tenant (or any party included within the definition of the
Tenant) becomes Insolvent (as defined in the next clause).
39 INSOLVENCY
"insolvent" means for the purposes of this part of the Lease:
39.1 in relation to a company that:
39.1.1 it is deemed unable to pay its debts as defined in Section 123 of the
Insolvency ▇▇▇ ▇▇▇▇ (referred to as "the Act" in the remainder of this
clause); or
39.1.2 an order is made for a voluntary arrangement under Part I of the Act;
or
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39.1.3 a petition is presented for an administration order under Part II of
the Act; or
39.1.4 a receiver or manager is appointed whether under Part III of the Act
(including an administrative receiver) or otherwise; or
39.1.5 it goes into liquidation as defined in Section 247(2) of the Act (other
than a voluntary winding up solely for the purpose of amalgamation or
reconstruction while solvent); or
39.1.6 a provisional liquidator is appointed under Section 135 of the Act; or
39.1.7 a scheme of arrangement is made under Section 425 of the Companies ▇▇▇
▇▇▇▇; and
39.2 in relation to an individual that:
39.2.1 an application is made for an interim order or a-proposal is made for a
voluntary arrangement is made under Part VIII of the Act; or
39.2.2 a bankruptcy petition is presented to the Court; or
39.2.3 he enters into a deed of arrangement.
40 INTRODUCTION
The parties agree and declare as follows:-
40.1 where a Guarantor is a party to the Lease the Guarantor covenants with
the Landlord as set out in the next Clause;
40.2 where a surety for an assignee is required such surety shall covenant
with the Landlord as if it were the Guarantor under the Lease except
that the guarantee will take effect only from the date of the relevant
assignment and extend only to the obligations of the assignee
(including the assignee's obligations under any authorised guarantee
agreement);
40.3 where a surety for an undertenant is required such surety shall
covenant with the Landlord as if it were the Guarantor under the Lease
except that the guarantee will extend only to the obligations of the
undertenant and its successors in title under the underlease and the
provisions relating to disclaimer of the Lease will not apply.
41 GUARANTOR'S COVENANT
The Guarantor covenants with the Landlord (for the benefit of the
Landlord and of the person in whom from time to time the reversion
immediately expectant upon the Determination of the Term is vested
without the need for any express assignment) that:
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41.1 during the Term the Tenant shall punctually pay the Rent and observe
and perform the covenants and other provisions of the Lease and in case
of default the Guarantor will pay the Rent and observe and perform the
covenants and provisions in respect of which the Tenant is in default
and make good to the Landlord on demand and indemnify the Landlord
against all losses damages costs and expenses thereby arising or
incurred by the Landlord;
41.2 the liability of the Guarantor under clause 41.1 shall not be affected
in any way by:
41.2.1 any neglect or forbearance of the Landlord in enforcing payment of Rent
or observance or performance of the covenants and provisions of the
Lease;
41.2.2 any time or indulgence given to the Tenant by the Landlord;
41.2.3 any refusal by the Landlord to accept Rent from the Tenant following a
breach of covenant by the Tenant;
41.2.4 any agreement with the Tenant any license or consent granted to the
Tenant or any variation in the terms of the Lease;
41.2.5 the death of the Tenant (if an individual) or the dissolution of the
Tenant (if a company);
41.2.6 a surrender of part of the Premises except that the Guarantor will have
no liability in relation to the surrendered part in respect of any
period following date of surrender;
41.2.7 any other act matter or thing apart from the express release in writing
of the Guarantor;
41.3 if during the Term the Tenant (being a company) enters into liquidation
or (being an individual) becomes bankrupt and the liquidator or the
trustee in bankruptcy disclaims the Lease the Guarantor shall upon
written notice from the Landlord given within three months after the
date of disclaimer accept a new lease of the Premises for a term equal
to the residue then remaining unexpired of the Agreed Term at the Rent
then being paid under the Lease and otherwise subject to the same
covenants and provisions as in the Lease (without however requiring any
other person to act as guarantor) such new lease to take effect from
the date of disclaimer and to be granted at the cost of the Guarantor
who shall execute and deliver to the Landlord a counterpart of it;
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41.4 if the Lease is disclaimed and for any reason the Landlord does not
require the Guarantor to accept a new lease pursuant to clause 43.3 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 Rent (if higher) which would have
been payable had the Lease not been disclaimed for the period
commencing with the date of disclaimer and ending upon the date six
months after the date of disclaimer or (if earlier) the date upon which
the Premises are relet.
IN WITNESS whereof this Lease has been executed by the parties hereto as a deed
the day and year first above written.
FIRST SCHEDULE
(RIGHTS)
The Tenant and those deriving title through or otherwise authorised by the
Tenant shall have the following rights during the Term (subject always to
compliance with the Regulations):
1. The right to free and uninterrupted passage and running of water
drainage gas electricity communication and other services by any
Conduit forming part of the Retained Property and the right to enter
the Retained Property in order to inspect clean maintain repair renew
remove make connections with or install any new Conduit the Tenant
making good to the Landlord all damage occasioned in or arising out of
the exercise of such rights or any of them.
2. The right of support and protection for the benefit of the Premises as
is now enjoyed from the Retained Property and the adjoining property.
SECOND SCHEDULE
(EXCEPTIONS AND RESERVATIONS)
The following rights are excepted and reserved to the Landlord and
Superior Landlord and the Trustees:
1. All rights of support and protection afforded by the Premises.
2. Right to free and uninterrupted passage and running of water
drainage gas, electricity communication and other services by
any Conduit or Facility in or passing through the Premises and
the right to enter the Premises in order to inspect clean
maintain repair renew remove divert make connections with or
install any new Conduits.
3. All rights and liberty at any time and form time to time
during the period of 80 years commencing on the date hereof to
execute or cause or suffer to be executed works and erections
upon any of the adjoining or adjacent or neighbouring land
premises or buildings and the right to alter repair redevelop
rebuild use and let
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such adjoining adjacent or neighbouring land premises or
buildings in any manner or for any purpose notwithstanding
that the passage of light or air to the Premises or any part
thereof may thereby by obstructed or interfered with or any
other liberty easement right or advantage belonging to the
Tenant is thereby diminished or prejudicially affected.
4. All rights which the Tenant covenants to permit under the
Lease.
5. The right of free passage and running of water and soil gas
and electricity and other energy from and to the Landlord's or
the Trustees' adjoining or neighbouring land and any other
adjoining or neighbouring land owned by the Landlord or the
Trustees through any conduits which are now or may thereafter
be installed by the Landlord or the Trustees upon through
under on or over the premises and liberty to make such
connections with such Conduits for the purpose of exercising
such right TOGETHER WITH the right after giving reasonable
prior notice in writing (except in an emergency) to enter upon
the Premises for the purpose of installing repairing or
renewing the same the person so entering making good all
damage to the Premises occasioned thereby.
6. The right to erect scaffolding for the purpose of repairing or
cleaning the Landlord's or the Trustees' adjoining or
neighbouring property notwithstanding that such scaffolding
may temporarily interfere with the access to or enjoyment and
use of the Premises.
7. The right for the Landlord or the Trustees the tenants of the
adjoining buildings and all persons authorised by it or them
to pass through or over the Premises in case of fire or other
emergency as a means of escape through the escape route or
routes existing therein from time to time (including the route
shown hatched green on plan number 1 annexed hereto).
8. Such other easements enjoyed by the Landlord's or the
Trustees' adjoining or neighbouring land in common with the
Premises as are capable of benefiting the Landlord's or the
Trustees' adjoining or neighbouring land.
9. The right for the Landlord or the Trustees and the lessees and
occupiers of any adjoining or neighbouring premises or their
respective agents and workmen at any reasonable time or times
to enter if reasonable upon the Premises on reasonable prior
written notice (except in any emergency) for executing
necessary repairs additions or alterations paint or decoration
to or upon any adjoining or neighbouring premises or for
making repairing maintaining renewing connecting or cleansing
any pipes drains channels watercourses sewers wires or cables
belonging to or leading from the same which can reasonably be
carried out without so entering on the Premises the person so
entering making good forthwith all damage to the premises
occasioned thereby.
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THIRD SCHEDULE
(INCUMBRANCES)
All matters contained or referred to in the Superior Lease and in leasehold
title number NGL743466 insofar as they relate to the premises as evidence in
office copies dated 23 March 1998 save for entries 2 and 3 in the charges
register therein.
FOURTH SCHEDULE
(AUTHORISED GUARANTEE AGREEMENT)
THIS DEED is made the day of
BETWEEN
1 LIMITED PLC of whose registered office is at
(Company Registration Number ("the Lessee")
2 LIMITED PLC of (whose registered office is at
("▇▇▇ ▇▇▇▇▇▇")
WHEREAS
A This Agreement is made pursuant to the lease briefly described
in Schedule 1 ("the Lease") which expression shall include
(where the context so admits) all deeds and documents
supplemental to the Lease (whether expressed to be so or not)
relating to the Premises briefly described in Schedule 2 ("the
Premises").
B. The lessee holds the Premises under the Lease and wishes to
assign the Lease to the prospective assignee briefly described
in Schedule 3 ("the Assignee") and pursuant to the Lease the
Lessor's consent is required to such assignment and such
consent is given subject to a condition that the Lessee is to
enter into a deed in the form of this Deed.
NOW THIS DEED WITNESSES AS FOLLOWS:-
1 AUTHORISED GUARANTEE
Pursuant to the said condition the Lessee covenants with the
Lessor as a primary obligation that the Assignee or the Lessee
shall at all times during the period ("the Guarantee Period")
from the completion of the Assignment until the Assignee shall
have ceased to be bound by the tenant covenants (which in this
Deed shall have the meaning attributed thereto by Section
28(1) of the Landlord and Tenant (Covenants) Act 1995 ("▇▇▇
▇▇▇▇ ▇▇▇")) contained in the I-case in the manner and at the
times specified in the Lease) duly perform and observe the
tenant covenants.
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2 LESSEE'S LIABILITY
2.1 The Lessee agrees that the Lessor in the enforcement of its
rights under this Deed may proceed against the Lessee as if
the Lessee were the sole or principal debtor in respect of the
tenant covenant in question.
2.2 For the avoidance of doubt notwithstanding the termination of
the Guarantee Period the Lessee shall remain liable under this
Deed in respect of any liabilities which may have accrued
prior to such termination.
2.3 For the avoidance of doubt the Lessee shall be liable under
this Deed for any proper costs and expenses incurred by the
Lessor in enforcing the lessee's obligations hereunder.
3 DISCLAIMER OF LEASE
The Lessee further covenants with the Lessor that if the Crown
or liquidator or trustee in bankruptcy shall disclaim the
Lease during the Guarantee Period the lessee shall if the
Lessor by notice in writing given to the Lessee within three
months after such disclaimer so requires accept from the
execute and deliver to the Lessor a counterpart of a new lease
of the Premises for a term commencing on the date of the
disclaimer and continuing for the residue then remaining
unexpired of the term of the Lease such new lease to be at the
same rents and subject to the same covenants and provisions as
are contained in the Lease.
4 POSTPONEMENT OF CLAIMS BY LESSEE AND OF PARTICIPATION BY
LESSEE IN SECURITY
4.1 The Lessee further covenants with the Lessor that the Lessee
shall subrogate its claim in any liquidation bankruptcy
composition or arrangement of the Assignee in competition with
the Lessor and shall remit to the Lessor the proceeds of all
judgments and an distributions it may receive form any
liquidator trustee in bankruptcy or supervisor of the
Assignee.
4.2 The Lessee shall not be entitled to participate in any
security held by the Lessor in respect of the Assignee's
obligations to the Lessor under the Lease or to stand in the
place of the Lessor in respect of any such security until all
the obligations of the Lessee or the Assignee to the Lessor
under the Lease have been performed or discharged.
4.3 NO RELEASE OF LESSEE
None of the following or any combination of them shall release
determine discharge or in any way lessen or affect the
liability of the Lessee as principal obligor under this Deed
or otherwise prejudice or affect the right of the Lessor to
recover from the lessee to the full extent of this guarantee:
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4.3.1 any neglect delay or forbearance of the Lessor in endeavouring
to obtain payment of any rents or other amounts required to be
paid by the Assignee or in enforcing the performance or
observance of any of the obligations of the Assignee under the
Lease;
4.3.2 any refusal by the Lessor to accept rent tendered by or on
behalf of the Assignee at a time when the Lessor was entitled
(or would after the service of a notice under Section 146 of
the Law of Property ▇▇▇ ▇▇▇▇ have been entitled ) to re-enter
the Premises;
4.3.3 any extension of time given by the Lessor to the Assignee;
4.3.4 any reviews of the rent payable under the Lease and (subject
to Section 18 of the ▇▇▇▇ ▇▇▇) transfer of the Lessor's
reversion;
4.3.5 any change in the constitution structure or powers of the
Lessee the Assignee or the Lessor or the liquidation
administration or bankruptcy (as the case may be) of either
the Lessee or the Assignee;
4.3.6 any legal limitation or any immunity disability or incapacity
of the Assignee (whether or not known to the Lessor) or the
fact that any dealings with the Lessor by the Assignee may be
outside or in excess of the powers of the Assignee;
4.3.7 any other deed act omission failure matter or thing whatsoever
as a result of which but for this provision the Lessee would
be exonerated wholly or partly (other than a release executed
and delivered as a deed by the Lessor or a release effected by
virtue of the 1995 Act).
44 COSTS OF NEW LEASE
The Lessor's proper costs in connection with any new lease
granted pursuant to clause 3 of this Deed shall be borne by
the Lessee and paid to the Lessor (together with Value Added
Tax thereon) upon completion of such new lease.
IN WITNESS whereof this Deed has been executed by the Lessee and the Surety and
is delivered on the date first above written.
THE COMMON SEAL of )
JUPITER COMMUNICATIONS LLC )
was hereunto affixed in the presence of:- )
Director
Director/Secretary
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