UK-London-53 Parker Street Lease - City and General (West End) Ltd. and The Ask Jeeves UK Partnership
DATED March 15, 2000
CITY & GENERAL (WEST END) LIMITED (1)
AND
THE ASK JEEVES UK PARTNERSHIP (2)
UNDERLEASE
53 PARKER STREET LONDON WC2
HOWARD KENNEDY
19 CAVENDISH SQUARE
LONDON W1A 2AW
0171 636 1616
Ref: DJEB/AJ1/TBF/0642734.06
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PARTICULARS AND DEFINITIONS
THE following expressions shall have where the context so admits the following
meanings:-
1. "THE BUILDING" : 53 Parker Street London WC2 (and previously known as 109
Kingsway London WC2) of which the Premises form part
2. "THE COMMENCEMENT DATE": ____ day of
3. "THE COMMON PARTS" : means the external fire escape staircase the
basement electrical intake room the basement gas intake room and the
common fire escape routes within the Building (in their current location
shown for identification edged blue on the Plans) all Conducting Media
the use of which is shared with other premises and all other parts of the
Building the use and or benefit of which is shared and or enjoyed with
others
4. "COMPETENT AUTHORITY" : includes a government department any local
regulatory public or other authority the fire officer or a court of
competent jurisdiction
5. "CONDUCTING MEDIA" : includes all drains channels sewers flues conduits
ducts pipes wires cables watercourses gutters culverts soakaways and
other similar transmission media and installations and all fixings
louvres cowls covers and other ancillary apparatus and references to
Conducting Media being "in" or "on" include Conducting Media in on under
over or through
6. "DECORATING YEAR": shall mean 2005
7. "ENVIRONMENTAL CLAIM" : means any claim notice of violation prosecution
demand action official warning abatement or other order (conditional or
otherwise) relating to Environmental Matters and any notification or
order requiring compliance with the terms of any Environmental Licence or
Environmental Laws
8. "ENVIRONMENTAL LAWS" : includes any laws statutes rules regulations
treaties directives directions bye-laws codes of practice circulars
guidance notes orders notices demands decisions of any court or anything
like any of the foregoing of any governmental authority or agency or any
regulatory body or any other body whatsoever in any jurisdiction of the
European Community relating to Environmental Matters applicable to the
Tenant the operation of any business from or using the Premises and/or
the occupation or use of the Premises
9. "ENVIRONMENTAL LICENCE" : means any permit licence authorisation consent
or other approval required at any time by the Environmental Laws in
relation to the
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Tenant the operation of any business from or using the Premises and/or
the occupation or use of the Premises
10. "ENVIRONMENTAL MATTERS" : includes any matters relating to the pollution
conservation or protection of the environment (both natural and built)
or of man or any living organisms supported by the environment (both
natural and built) or any other matter whatever affecting the environment
(both natural and built) or any part of it
11. "THE INITIAL RENT" : FIVE HUNDRED AND TWENTY FOUR THOUSAND FOUR HUNDRED
AND TWENTY POUNDS (L524,420,00) per annum
12. "LESSOR": CITY & GENERAL (WEST END) LIMITED of 10 Upper Berkeley Street
London W1
13. "LESSOR'S GROUP": means a group of companies of which the Lessor is a
member within the meaning of the Landlord and Tenant Act 1954 Section
42(1)
14. "LOSSES" : includes all liabilities incurred by the Lessor all damage and
loss suffered by it all damages awarded against it all claims demands
actions and proceedings made or brought against it and all costs
disbursements and expenses incurred by it
15. "MAIN STRUCTURE": means the foundations load bearing walls and columns
(including those within the lift shaft and stairwells) load bearing frame
work floor slabs the structural parts of the mansards and roofs of the
Building and all other structural parts of the Building
16. "PERMITTED PART": means
16.1 a complete floor or floors of the Premises (excluding landings staircases
and (where appropriate) other common parts) and/or
16.2 any part of each of the first second and third floors of the Premises
PROVIDED ALWAYS THAT there shall at no time be more than two separate
occupations of each of the first second and third floors of the
Premises
17. "PERMITTED USE" : means offices
18. "THE PLANS" : The plans annexed to this Lease
19. "PREMISES" : means part of the basement part of the ground floor and the
first to sixth floors (inclusive) of the Building and which are shown for
identification delineated edged red on the Plans including:
19.1 the coverings and fixings of the roofs and mansards all rainwater
goods and other non structural elements of the roofs and mansards of
the Premises
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19.2 the whole of the windows doors (and the equipment and fittings of
and any glass in such windows and doors) window frames and door
frames of the Premises
19.3 the internal plaster or other surfaces of load bearing walls and
columns within the Premises and of those which form the boundaries
of the Premises and the whole of all non-load bearing walls within
the Premises
19.4 the flooring and floor screeds down to the concrete slab or other
structural parts supporting the same
19.5 the plaster or other surfaces of the ceilings and the whole of any
false ceilings within the Premises (and any void between such false
ceiling and the non-false ceiling above)
19.6 all staircases and lavatories within the Premises
19.7 the lift car lift gear and equipment and the internal surfaces of
the lift shaft and lift pit within the Premises
19.8 the lift motor room and water tank room both currently on the sixth
floor of the Building and the boiler room currently in the basement
of the Building
19.9 all other internal surfaces partitions and apertures within the
Premises
19.10 the Plant and fittings (except any installed by the Tenant)
installed in the Premises
19.11 all Conducting Media on the Premises and/or that exclusively serve
the Premises
19.12 all additions and improvements
19.13 all fixtures (whether or not fixed at the beginning of the Term)
except any installed by the Tenant that can be removed without
defacing the Premises
20. "PLANNING ACTS": means Town and Country Planning Act 1990 Planning
(Listed Buildings and Conservation Areas) Act 1990 Planning
(Consequential Provisions) Act 1990 Planning (Hazardous Substances) Act
1990 and Planning and Compensation Act 1991
20 "PLANT" : means all apparatus machinery and equipment installed in the
Premises
21. "RENT" : means the Initial Rent or such higher rent as may be ascertained
in accordance with the provisions of Clause 7 hereof
22. "RENT COMMENCEMENT DATE":
23. "RETAINED PARTS" : means the Main Structure and all external parts of the
Building not let or intended to be let to tenants of the Building
24. "REVIEW DATE": means the fifth anniversary of the date of this Lease
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25. "SERVICE CHARGE": the payment due from the Tenant in accordance with
clause 4.2
26. "SERVICE CHARGE COMMENCEMENT DATE": means
27. "THE SUPERIOR LEASE" : means a Lease dated 27th May 1999 and made between
Parham Development Limited (1) City & General (West End) Limited (2)
28. "THE SUPERIOR LESSOR": means the landlord from time to time pursuant to
the Superior Lease and references to the Superior Lessor shall include
its successors in title and shall include all superior lessors however
remote
29. "TAXABLE SUPPLY" : a taxable supply (as defined in the Value Added Tax
Act 1994) made in the course of furtherance of business or any other
supply in respect of which input VAT is recoverable under that Act and
orders made under it
30. "THE TENANT" : THE ASK JEEVES UK PARTNERSHIP comprising ASK JEEVES
(JERSEY) LIMITED a corporation established under the laws of Jersey whose
registered number is 75676 and the registered office of which is situated
at Normandy House Grenville Street St Helier Jersey JE2 4UF and CARLTON &
GRANADA INTERNET LIMITED (registered number: 3863847) the registered
office of which is situated at Stomoway House 13 Cleveland Road London
SW1A 1GG
31. "THE TERM" : ten years
32. "UTILITIES" : means electricity gas water sewage television
telecommunications and data
33. "VAT": means value added tax and any tax of a similar nature substituted
for it or in addition to it
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THIS UNDERLEASE is made the day of 2000
BETWEEN
(1) The Lessor (which expression shall where the context so admits include
the person entitled to the reversion for the time being immediately
expectant on the term hereby created) and
(2) The Tenant (which expression where the context so admits include its
successors in title)
WITNESSETH as follows:-
It is hereby recorded that this Lease was not granted in pursuance of either an
agreement option or right of pre-emption entered into before the 1st of January
1996 (the date of the coming into force of the Landlord and the Tenant
(Covenants) Act 1995) or an Order of a Court made before that date and
accordingly this Lease constitutes a new tenancy for the purposes of the
Landlord and Tenant (Covenants) Act 1995.
1. Demise
In consideration of the rents and the Tenant's covenants hereinafter reserved
and contained THE LESSOR hereby DEMISES unto the Tenant the Premises TOGETHER
WITH:
1.1.1 the right for the purpose of emergency escape and for the purpose of
obtaining access to and egress from those parts of the Premises in
the basement of the Building the gas intake room and electricity
intake room both currently in the basement of the Building and the
lift motor room and water tank room both currently on the sixth
floor of the Building to pass and repass on foot only over and along
the Common Parts shown edged blue on the Plans or over and along
such other route as the Lessor may from time to time reasonably
designate for such purposes
1.1.2 the right to use the electricity intake room in the Building for the
purposes of electrical supplies and the right to use the gas intake
room in the Building for the purposes of gas supplies to the
Premises
1.1.3 the right (subject to temporary interruption for repair alteration
or replacement provided that where such temporary interruption is
due to works by the Lessor or the Superior Lessor alternative means
of supply are made
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available) to the transmission of Utilities to and where appropriate
from the Premises through the Conducting Media now in the Building
that serve the Premises
1.1.4 the right to support protection and shelter as currently enjoyed
from the remainder of the Building
1.1.5 the right to erect (and thereafter retain) any signage or other
equipment upon any part of the exterior of the Premises to which the
Lessor has granted consent prior to the date of this Lease or in
accordance with clause 4.17 after the date of this Lease
1.1.6 the right for the purpose of complying with its repairing
obligations in this Lease to have access to the roof and other
external parts of the Building
Provided that the rights mentioned in Clause 1.1.1 to 1.1.6 may also be
exercised by any person expressly or by implication authorised by the
Tenant but only for proper purposes connected with the use or enjoyment
of the Premises) and such rights may also be exercised by the Lessor and
by any person authorised by the Lessor and by any person who is or
becomes entitled to use them
1.2 EXCEPTING AND RESERVING to the Lessor the Superior Lessor any person
authorised by the Superior Lessor or any person who becomes entitled to
such rights or similar rights
1.2.1 the right to the transmission of Utilities from
and to the remainder of the Building through the Conducting Media that
are now or may during the Term be on the Premises
1.2.2 the right at all times and upon reasonable notice (except in cases of
emergency) to enter the Premises for any of the purposes mentioned in
Clause 11.4 of the Superior Lease or for any of the purposes referred to
in this Lease.
1.2.3 the right to support protection and shelter to the remainder of the
Building
1.2.4 the right (at the cost of the Lessor) to place such plant and equipment
on the roof as the Tenant may approve in writing (such approval not to be
unreasonably withheld
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or delayed) in such positions on the roof of the Premises as the Tenant
may approve (such approval not to be unreasonably withheld or delayed) it
being agreed that prior to the Landlord or any other party being entitled
to erect or place such plant and equipment on the roof the Lessor shall
comply (or procure compliance) with the following to the Tenant's
reasonable satisfaction
1.2.4.1 it shall supply details of the proposed floor loadings with
reasonable evidence that installation of the plant will not overload
the roof of the Premises
1.2.4.2 it will produce reasonable evidence that all necessary consents from
any Competent Authority have been obtained
1.2.4.3 it will supply to the Tenant three sets of drawings and where
appropriate specifications and calculations prepared by an architect
and structural engineer or member of some other appropriate
profession who must supervise the work of installation of the plant
and equipment to completion
1.2.4.4 it shall pay the reasonable and proper fees of the Tenant's
professional advisers in relation to the application for consent
1.2.4.5 such covenants as the Tenant may reasonably require about the
carrying out of the works of installation shall have been entered
into with the Tenant
1.2.4.6 it shall effect during the process of erection of the plant
appropriate insurance with a reputable insurance company and shall
following installation effect such third party and public liability
in such sum as the Tenant shall reasonably require
1.2.4.7 it shall indemnify and keep the Tenant indemnified from and against
all Losses whether in respect of injury to or the death of any
person or damage to any property moveable or immovable or otherwise
arising directly or indirectly from the carrying out and completion
of any such works
1.2.4.8 it shall not connect into any of the Conducting Media which
exclusively serves the Premises and shall generally comply with the
requirements of the supply authorities with regard to electrical
wiring insulation and equipment in the said installations
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1.2.4.9 it shall comply with all reasonable regulations made by the Tenant
relating to use and access to the said equipment
1.2.4.10 it shall supply evidence that installation of the plant will not
cause undue vibration or noise and that installation of the plant
will not block the light to any of the windows of the Premises
1.2.4.11 it shall ensure that the plant and equipment is (having regard to
the reasonable cost of the same) of the minimum size reasonably
practicable to serve the purposes proposed by the Lessor
1.3 the right to relocate the electricity intake room and the gas intake room
within the Building (but not within the Premises) provided that
alternative means of supply are made available whether on a temporary or
permanent basis and to reroute the internal fire escape routes within
the Building
1.4 the right to erect and retain for such period as is reasonably necessary
scaffolding or other such apparatus on any part of the Building in order
to facilitate any works to the Retained Parts the Common Parts or the
remainder of the Building or any part or parts thereof subject to
affording access to the Premises at all times and causing the minimum of
inconvenience to the Tenant as is reasonably practicable
1.5 the right to pass and repass on foot only over and along those parts of
the Premises situate in the basement of the Building as are reasonably
necessary for the purpose of gaining access to and egress from the
basement gas intake room
2. HABENDUM
TO HOLD the Premises unto the Tenant from and including the Commencement Date
for the Term subject nevertheless to the proviso for re-entry hereinafter
contained
3. REDDENDUM
YIELDING AND PAYING during the term yearly and proportionately for any fraction
of a year the rents set out below:
3.1 From and including the Rent Commencement Date the Initial Rent together
with (if demanded) Value Added Tax thereon at the rate applicable from
time to time and
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the Rent shall in all cases be paid by equal quarterly payments in
advance on the usual quarter days in every year without any
deduction or set-off whatsoever (save as required by law) the first
payment apportioned in respect of the period from the Rent
Commencement Date to the quarter day next thereafter to be paid on
the Rent Commencement Date
3.2 By way of further rent the Service Charge referred to in Clause 4.2
3.3 Within fourteen days of written demand and (if so demanded) in advance of
the date of renewal sums equal to:
3.3.1 the premiums paid or to be paid by the Lessor to the Superior
Lessor for insuring the Building so that the Premises are insured in
accordance with the Lessor's obligations in this Lease and the whole
of any increased premiums required as a result of the Tenant's use
of the Premises or anything brought on to the Premises
3.3.2 the premiums paid or to be paid by the Lessor to the Superior Lessor
for any third party liability including public and premises owner's
and employer's liability in respect of the Building against which
the Superior Lessor may at any time insure
3.3.3 any part of the premiums referred to above which the Superior Lessor
is entitled to retain by way of commission
3.3.4 any Insurance Premium Tax (and any tax of a similar nature
substituted for it or in addition to it) payable on any of the
premiums paid or to be paid by the Superior Lessor
Provided that where in the case of any of the items referred to in
the preceding Clauses the Superior Lessors policy includes the
Premises and other premises the references to "the premiums paid or
to be paid" are to be 1 regarded as referring to the proportion of
the premiums properly attributable to the Premises to be determined
by the insurers of the Building or by the Lessor's surveyor
3.4 From the Review Date such rent as shall be determined in accordance with
the provisions of clause 7 hereof
3.5 to pay as rent to the Lessor on written demand:
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3.5.1 the amount of any excesses which may be deducted or deductible by
the insurers on any claim made by the Lessor under Clause 5.4.2.1
3.5.2 the cost of ascertaining from time to time (but not more frequently
than once every two years) the reinstatement value of the Premises
or eighty-two point four five per centum (82.45%) of the cost of
ascertaining from time to time the reinstatement value of the
Building for the purpose of the Lessor's covenants herein
PROVIDED THAT if any determination by the Lessor's surveyor under
this Clause 3.5 is disputed by the Tenant and the Lessors surveyor
is an employee of the Lessor or an employee of the Lessor's Group
then the Tenant may refer the matter for expert determination in
accordance with the provisions of Clause 6.13
4. TENANT'S COVENANTS
THE TENANT hereby COVENANTS with the Lessor as follows:
RENTS
4.1 To pay during the Term the Rent by direct debit or bankers standing order
at the time and in the manner herein provided without any deduction or
set-off (save as required by law)
SERVICE CHARGE
4.2 To make payment of the Service Charge in accordance with the Schedule
PROVIDED ALWAYS THAT such payment shall equate to the amount payable from
time to time by the Lessor to the Superior Lessor under clause 14 of the
Superior Lease
OUTGOINGS
4.3 To pay and indemnify the Lessor against (or in the absence of direct
assessment on the Tenant to repay to the Lessor a fair proportion of) all
existing and future rates taxes duties assessments charges impositions
levies charges and outgoings of every kind and description (whether
parliamentary parochial or of any other description) payable by law in
respect of the Premises or any part thereof by the owner Lessor lessee
or occupier thereof excluding any tax payable by the Lessor and/or the
Superior Lessor as a result of any dealings by the Lessor and/or the
Superior Lessor with its reversionary interest in the Premises or
incurred by the
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Lessor and/or the Superior Lessor in the collection of rents and any
income and corporation tax (or other tax of a like nature) assessed on
the Lessor and/or the Superior Lessor in respect of its rental and other
income
ELECTRICITY CONSUMED
4.4 To pay to the suppliers thereof all charges for Utilities and other
supplies and services consumed in the Premises (including meter rents)
(or in the absences of direct assessment on the Tenant to repay to the
Lessor a fair proportion of such charges) during the Term
INTEREST
4.5 To pay to the Lessor interest ("Interest") at three per centum per
annum above the current Royal Bank of Scotland plc (or its successors in
title) base rate or if there shall be no such rate at such other
reasonable rate of interest as the Lessor may from time to time
reasonably specify ("the Interest Rate") from a date which is ten days
after the date when any sums whether rent or otherwise hall become
payable hereunder (whether or not demanded in the case of the Rent only)
until the date of payment such interest to be calculated on a day to day
basis
REPAIR
4.6 At all times to cleanse maintain and keep and well and properly maintain
the Premises in good substantial and decorative repair and condition
throughout the Term (damage by fire and such other risk against which the
Lessor shall have insured excepted save where the insurance monies shall
be irrecoverable in consequence of any act or default of the Tenant its
tenants or those under its control and where the Tenant has failed to pay
to the Lessor such irrecoverable monies (credit being given in respect of
any ex gratia payment made by the insurers to the Lessor and/or the
Superior Lessor)) and to keep wind and watertight all parts of the
Premises at any time open to the elements and to replace from time to
time all Lessor's fixtures fittings and appurtenances in the Premises
which may be or become beyond economic repair at any time during or at
the expiration or sooner determination of the Term
DECORATION
4.7.1 In the Decorating Year and in the last six months of the Term (howsoever
determined) but not twice in any period of 24 months, to paint in a good
and workmanlike manner, and to a reasonable standard of decorative finish
to the reasonable satisfaction of the Lessor's surveyor and the surveyor
of the Superior Lessor all those parts of the Premises which are usually
painted with two good coats of good quality paint and so that such
painting in the last year of the Term
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shall be of a tint or colour approved in writing by the Lessor or
Superior Lessor (such approval not to be unreasonably withheld or
delayed) and also with every such internal painting to oil wash stop
gild polish whiten distemper grain varnish colour paper and otherwise
treat and decorate in a proper and workmanlike manner all such
internal parts of the Premises that have been or ought properly to be so
treated and decorated
4.7.2 to clean both sides of the windows and window frames in the Premises at
least once a month
ALTERATIONS AND WASTE
4.8.1 Not at any time during the Term to make or permit or suffer to be
made any alteration or addition whatsoever whether structural or,
otherwise in or to the external walls roofs or foundations of the
Premises or any part thereof nor to cut maim injure or remove or
permit or suffer to be cut maimed injured or removed any of the
walls floors timbers beams columns or other structural parts thereof
nor to make any addition to or alterations to the internal
structural arrangements of the Premises or any part thereof as the
same exists at the date hereof save that the Tenant or any
sub-tenant or any lawful occupier of the whole or any part of the
Premises may install cabling in at or to the Premises with the
consent of the Lessor (such consent not to be unreasonably withheld
or delayed)
4.8.2 Not to commit or permit or suffer any waste spoil or destruction in
or upon the Premises nor to cut maim or injure or suffer to be cut
maimed or injured any of the roofs walls timbers wires pipes drains
appurtenances fixtures or fittings thereof save in the course of
alterations approved pursuant to sub-clause 4.8.1 above
4.8.3 Not to carry out any alterations which are not prohibited pursuant
to paragraph 4.8.1 without first obtaining the consent of the Lessor
thereto (such consent not to be unreasonably withheld or delayed)
and if such consent be granted to carry out such works in accordance
with the provisions of this Lease in all other respects PROVIDED
ALWAYS THAT no consent shall be required for the installation and
removal of minor non-structural alterations and/or demountable
partitioning
4.8.4 Not to suspend or to permit or suffer to be suspended any excessive
weight from the Main Structure
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4.8.5 Not to overload or permit or suffer to be overloaded the Premises or
the Building or any part thereof or any services thereto or permit
or suffer the same to be used in any manner which will cause undue
strain or interfere therewith and not to cause vibrations nor to use
or permit or suffer to be used the Premises or any part thereof in
such manner as to subject the same or the Building to any strain
beyond that which it is designed to bear
4.8.6 To install or use on the Premises only such forms of machinery
aerials apparatus and equipment ("equipment") as shall be of a type
approved in writing by the Lessor (such approval not to be
unreasonably withheld) and to erect any chimney or other ventilator
in connection with any such machinery apparatus and equipment to the
reasonable satisfaction in all respects of the Lessor and to obtain
such consents as may be requisite from the local or any other
appropriate authority for the use of any equipment in the Premises
and to comply with all conditions to such consents Provided That no
consent as aforesaid shall be required for the installation of
equipment commonly or usually used in office premises and (without
limitation) having regard to the nature and type of business carried
on from time to time by the Tenant any undertenant or other lawful
occupier of the whole or any part of the Premises
4.8.7 To report in writing to the Lessor any wants of reparation of the
Premises
4.8.8 In relation to all alterations and additions made to the Premises
(if necessary) to comply in all respects with the Construction
(Design and Management) Regulations 1994 and to keep a fully up to
date Health and Safety File relating to the Premises available for
inspection by the Lessor at all reasonable times and (at the Lessors
cost) to provide a copy of such Health and Safety File whenever
reasonably requested by the Lessor (but not more than once a year)
and in any event to hand over such up to date Health and Safety
File to the Lessor on termination of the Term
4.8.9 where consent has been obtained from the Lessor for the carrying out
of alterations not to carry out those alterations unless
4.8.9.1 the Lessor has been supplied with eight sets of drawings and where
appropriate specifications and calculations prepared by an architect
and (if appropriate) structural engineer or member of some other
appropriate profession who must supervise the work to completion
4.8.9.2 the reasonable and proper fees of the Lessor's professional advisers
have been paid in relation to the application for consent
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4.8.9.3 such covenants as the Lessor may reasonably require about the
carrying out of the additions and alterations have been entered
into with the Lessor and in particular and without prejudice to the
generality of the foregoing the following covenants:
4.8.9.3.1 to deliver to the Lessor collateral warranties (if any) in a
form reasonably required by the Lessor from any building
contractors building subcontractors (having a design or
specialist input) architects structural engineers mechanical
and electrical engineers and surveyors employed by the Tenant
or its agents in connection with the design and implementation
of any works affecting the Retained Parts or the Common Parts
4.8.9.3.2 to supply the Lessor with performance guarantees (if any)
relating to any works undertaken to the Retained Parts or the
Common Parts
4.8.9.3.3 to effect during the construction of any works with a
reputable insurance company third party and public liability
insurance in such sum as the Lessor shall reasonably require
and to note the interest of the Lessor on the policy of
insurance
4.8.9.3.4 to indemnify and keep the Lessor indemnified from and against
all Losses whether in respect of injury to or the death of any
person or damage to any property moveable or immovable or
otherwise arising directly or indirectly from the carrying out
and completion of any such works
4.8.9.4 not to connect with any Conducting Media which do not
exclusively serve the Premises unless the Tenant has obtained
the approval of the relevant supply authority and the Lessor
(the Lessor's approval not to be unreasonably withheld or
delayed)
ACTS OF PARLIAMENT
4.9.1 At all times during the Term to observe and comply with and to do
and execute or cause to be done and executed all such works and to
do all such things and provide and maintain all arrangements as
under or by virtue of any Act or Acts of Parliament whatsoever now
or hereafter to be passed and any orders byelaws rules and
regulations whatsoever thereunder are or shall
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be directed or necessary to be done executed upon or maintained in
respect of the Premises or any part thereof or in respect of the
user thereof by the Lessor or the tenants owners or occupiers of the
Premises and at all times to save harmless and to keep indemnified
the Lessor and the Lessor's estate and effects against all claims
demands costs expenses and liability in respect thereof and without
prejudice to the generality of the foregoing to pay all reasonable
costs charges and expenses properly incurred by the Lessor in
abating a nuisance caused by the Tenant its subtenants licensees and
those under its control or indirect control and executing all such
works as may be necessary for abating a nuisance caused by the
Tenant its subtenants licensees and those under its control or
indirect control or for remedying any other matter in connection
with the Premises in obedience to a notice served by a local
authority
4.9.2 Promptly on becoming aware of it to inform the Lessor of any
Environmental Claim which has been made or threatened against the
Tenant or any of the Tenant's officers in their capacity as such or
any occupiers of the Premises or any requirement by any
Environmental Licence or applicable Environmental Laws
4.9.3 Promptly on receipt to provide the Lessor with copies of all
Environmental Licences and the terms and conditions thereof and any
amendments thereto and any claim notice direction or other
communications relating to or in connection with such Environmental
Licences or the listing or proposed listing of the Premises on any
register of land which may be polluted or contaminated maintained or
to be maintained pursuant to any Environmental Law and any other
Environmental Matters
4.9.4 On demand to indemnify the Lessor against all reasonable and proper
costs expenses losses liabilities actions claims demands fines or
other outgoings of whatsoever nature whether in contract tort delict
or otherwise and whether arising at common law in equity or by
statute which the Lessor shall sustain or incur at any time as a
consequence of or relating to or arising directly or indirectly out
of an Environmental Claim caused by the Tenant its subtenants
licensees and those under its control or indirect control the
operation of any business from or using the Premises and or the
occupation or use of the Premises and which was not caused by the
negligence or default of the Lessor and/or the Superior Lessor
and/or any person under its direct or indirect control
<PAGE>
PROPORTION OF EXPENSES
4.10 To pay a fair proportion (to be conclusively (save in the case of
manifest error) determined by the Lessor's surveyor for the time being
acting reasonably) of the reasonable and proper expenses incurred in
respect of constructing repairing rebuilding and cleansing all party
walls fences sewers drains channels sanitary apparatus pipes wires
passageways stairways entrance ways roads pavements and other things the
use of which is common to the Building and to other premises
NOTICE TO REPAIR
4.11 To permit the Lessor the Superior Lessor and their agents surveyors and
others authorised by them respectively at all reasonable times upon
reasonable previous notice in writing (except in emergency) to enter upon
and view the state and condition of the Premises or any adjoining or
contiguous premises or to check that the Tenant has observed the
covenants and conditions of this Lease or to enable the Lessor to comply
with the terms of the Superior Lease the Lessor making good any damage
caused to the reasonable satisfaction of the Tenant and within a
reasonable period but not less than 90 days after the Lessor or the
Superior Lessor's their agents or surveyors shall have given to the
Tenant or left on the Premises a notice ("the Notice" in writing of any
defects decays or wants of reparation found thereupon in accordance with
the covenants hereinbefore contained well and substantially to repair and
make good the same PROVIDED THAT if the Tenant shall not within thirty
days after service of the Notice (or sooner if reasonably requisite)
commence and proceed diligently with the execution of the works or shall
have failed to complete the works specified in the Notice within 90 days
after service of the same or if in the Lessor's reasonable opinion the
Tenant is unlikely to complete the works within 90 days of service of the
Notice then without prejudice to all the other Lessor's rights and
remedies it shall be lawful for the Lessor or the Superior Lessor and its
agents surveyors and workmen to enter upon the Premises with or without
tools appliances equipment and materials and execute such repairs and
works and the proper cost thereof (which expression shall include but not
be limited to all proper legal costs and surveyors' fees and offer proper
expenditure whatsoever attendant thereon) shall be payable by the Tenant
to the Lessor within fourteen days of written demand
COMBUSTIBLE ARTICLES
4.12 Not to store or bring upon the Premises any articles or goods of a
specially combustible inflammable or dangerous nature and not do to or
permit or suffer
<PAGE>
anything by reason whereof any insurance effected on the Premises may be
rendered void or voidable and to comply with the Fire Precautions in the
Workplace Act 1997 and all recommendations of the insurers and fire
authorities as to fire precautions relating to the Premises and to keep
the Premises supplied with such fire fighting equipment as the London
Civil Defence and Fire Authority may require
NUISANCE
4.13 Not to do or suffer on the Premises or any part thereof any act matter
or thing whatsoever which may interfere with the mechanism or the
operation of any equipment or hinder or interfere with any services
provided by the Lessor or which may be a nuisance damage or disturbance
of to the Lessor or the Superior Lessor or the owners tenants lessees or
occupiers of any adjoining or neighbouring premises
ILLEGAL PURPOSE
4.14 Not to use or permit or suffer the Premises or any part thereof to be
used for any illegal or immoral purpose or for any noisome noxious or
offensive trade or business
OCCUPATION
4.15 Not to use the Premises except for the Permitted Use
NO RESIDENCE
4.16 Not to use the Premises as sleeping accommodation or for residential
purposes or as a music hall or casino or hotel or boarding house nor keep
any animal fish reptile or bird anywhere on the Premises
SIGNS
4.17 Not without the Lessor's consent (such consent not to be unreasonably
withheld or delayed) to affix erect attach or exhibit or permit or suffer
so to be upon any part of the exterior of the Premises or to or through
any windows thereof any placard signboard poster notice advertisement
name or sign lights or television telephonic telegraphic or wireless mast
satellite dish or aerial whatsoever and at the end of the Term to remove
or efface any such permitted sign or signs and make good to the
reasonable satisfaction of the Lessor any and all damage caused in the
affixing and removal thereof
AUCTIONS
4.18 Not to hold or permit or suffer to be held any sale by auction on the
Premises without the previous written consent of the Lessor
<PAGE>
PART ASSIGNMENT OR UNDERLETTING
4.19 Not at any time during the Term (except in the circumstances referred to
in 4.20.2.2) to part with or share occupation of the whole of the
Premises nor to assign charge mortgage or (save as hereinafter provided)
underlet a part only of the Premises (the same being hereby expressly
prohibited)
CIRCUMSTANCES IN WHICH ASSIGNMENT NOT ALLOWED
4.20.1 For the purposes of Section 19(1A) of the Landlord and Tenant Act 1927 it
is agreed that the Lessor may withhold its consent to an assignment of
the whole of the Premises in the following circumstances:
INDIVIDUALS
4.20.1.1 Where the proposed assignee is an individual or are individuals who
are not a partnership
NON-RESIDENTS
4.20.1.2 Where the proposed assignee is a body corporate which is
incorporated outside the United Kingdom save where a guarantor
(incorporated in the United Kingdom) reasonably acceptable to the
Lessor is prepared to guarantee the obligations of the proposed
assignee
ACCOUNTS, REFERENCES AND COSTS UNDERTAKING
4.20.1.3 Where the application is not accompanied by:
(i) (where available) copies of the proposed assignee's audited
accounts for each of the three financial years of the proposed
assignee immediately preceding the date of the application;
(ii) reasonably satisfactory references (where available) from (a)
the proposed assignee's bankers and (b) at least two persons
with whom the proposed assignee trades at arm's length; and
(iii) an unconditional undertaking from solicitors acting for the
Tenant or for the proposed assignee to pay on demand all
reasonable costs and disbursements (including (without
limitation) reasonable and proper legal and surveyors' fees
and any reasonable and proper costs payable to any superior
landlord and mortgagee), and any VAT thereon where such VAT is
irrecoverable by the Lessor, which may be properly incurred by
the Lessor in considering the application, whether or not the
matter proceeds to completion
DIPLOMATIC OR STATE IMMUNITY
4.20.1.4 Where the proposed assignee enjoys diplomatic or state immunity (but
this circumstances shall not apply where the proposed assignee is
the
<PAGE>
Government of the United Kingdom of Great Britain and Northern
Ireland or any department thereof
WHOLE ASSIGNMENT
4.20.2.1 Without prejudice to the foregoing provisions of this Clause 4.20
not at any time during the Term to assign the whole of the Premises
without the Lessor's written licence first had and obtained which
shall not be unreasonably withheld or delayed in the case of a
respectable and responsible person firm or company PROVIDED that
every such licence shall be by deed to which the intended assignee
shall be a party in order to covenant (and if a firm then jointly
and severally by all its partners) directly with the Lessor and the
Superior Lessor to pay the rents hereby reserved and to perform and
observe the covenants and conditions herein contained during the
residue of the Term (including this present covenant) in the same
manner as if such covenants and conditions were therein repeated in
extenso in such deed with the substitution of the name of the
intended assignee for the name of the Tenant and if the Lessor shall
reasonably so require the Tenant shall either (a) procure that a
guarantor reasonably acceptable to the Lessor shall enter into
direct covenants with the Lessor in the form set out in clause 8 of
this Lease the words "the Assignee" substituted for the words "the
Tenant" or (b) procure a rental deposit equivalent to 6 months Rent
and Value Added Tax payable hereunder to be held by the Lessor as
security for the performance of the assignee's obligations upon
substantially the same terms (mutatis mutandis) as the rent deposit
deed entered into by the Landlord and the Tenant on or prior to the
date hereof and further provided that if reasonably required to do
so by the Lessor the Tenant and (to the extent allowed by law) the
Surety (if any) shall enter into guarantor obligations direct with
the Lessor in the form of clause 9 hereof with such variations
as the Lessor may reasonably require in the light of the then
prevailing law in relation to such agreements
4.20.2.2 The Tenant and any undertenant may share occupation of the whole or
part of the Premises with a company that is from time to time a
member of the same group as the Tenant (or whilst The Ask Jeeves UK
Partnership is the tenant under this Lease) any company that is for
the time being a member of the same group as Carlton & Granada
Internet Limited and/or Ask Jeeves
<PAGE>
(Jersey) Limited or any undertenant (as appropriate) within the
meaning of Section 42 of the Landlord and Tenant Act 1954 PROVIDED
THAT
4.20.2.2.1 No relationship of lessor or tenant is created
4.20.2.2.2 No estate or interest in land in the whole or part of the
Premises is created or arises in favour of such third party
4.20.2.2.3 On the Tenant (or whilst The Ask Jeeves UK Partnership is
the tenant under this Lease) Carlton & Granada Internet
Limited and/or Ask Jeeves (Jersey) Limited or any
undertenant and such other company ceasing to be members of
the same said group such other company shall forthwith
vacate the Premises and such sharing of occupation shall
cease
MORTGAGING AND CHARGING
4.20.3 The Tenant shall not mortgage or charge part only of the Premises and
shall not mortgage or charge the whole of the Premises save at arm's
length to a bona fide bank or other substantial financial institution and
then only with the prior written consent of the Lessor (such consent not
to be unreasonably withheld or delayed)
PREMIUM FOR UNDERLETTING AND RESTRICTED PARTING WITH POSSESSION
4.21.1 Not at any time during the Term to demise underlet or otherwise part with
or share possession or occupation of the Premises or any part thereof or
hold them on trust for another for all or any part of the Term at a fine
or premium (the same being hereby expressly prohibited) and not to part
with or share possession or occupation of the Premises or any part
thereof or to hold them on trust for another save by way of a permitted
assignment or underletting of the whole or a Permitted Part and save
pursuant to clause 4.20.2.2 with the consent of the Lessor in accordance
with the provisions in that behalf herein contained
4.21.2 Notwithstanding clause 4.22 not to create a total of more than five
separate occupations of the Premises at any time (the occupation (if
any) of the Tenant of part of the Premises being counted as one such
occupation for this purpose)
AUTHORISED UNDERLETTING
4.22 Not at any time during the Term to demise or underlet the whole or a
Permitted Part for all or any part of the Term without the Lessor's
written licence first had and obtained which shall not be unreasonably
withheld or delayed PROVIDED that the underlease shall
4.22.1 provide that the rent to be reserved by the underlease shall not be
less than the open market rental value of the Premises or a due
proportion hereof in the case of an underletting of a Permitted Part
<PAGE>
4.22.2 contain a covenant by the undertenant to observe and perform the
Tenant's covenants in this Lease (other than payment of the rents
hereunder) as are appropriate to the underlet premises
4.22.3 provide for re-entry by the under landlord on breach of any covenant
by the undertenant
4.22.4 prohibit any assignment of the whole without the prior consent of
the Lessor under this Lease (such consent not to be unreasonably
withheld or delayed
4.22.5 prohibit any further underletting of the Premises (the same being
expressly prohibited save for one further underletting of the whole
of the underlet premises or (if appropriate) a Permitted Part
provided always that the term of such further underletting does not
exceed three years)
4.22.6 impose in relation to any permitted assignment the same obligations
for registration with the Lessor as are contained in this Lease in
relation to dispositions by the Tenant
4.22.7 provide for the underlandlord to take all reasonable steps to
enforce the performance and observance by every such undertenant of
the provisions of the underlease and not at any time either
expressly or by implication to waive any breach of the covenants or
conditions on the part of any undertenant or assignee of any
underlease nor vary the terms of any underlease without the consent
of the Lessor (such consent not to be unreasonably withheld or
delayed)
4.22.8 impose in relation to any permitted further underletting the same
obligations as are contained in 4.22.4 and 4.22.6
4.22.9 impose obligations where the term of the underlease is in excess of
three years:-
4.22.9.1 to ensure (if applicable) that the underlease contains
provisions for rent review at the same time and on similar
terms to those contained in this Lease
4.22.9.2 to ensure that the rent is reviewed in accordance with the
terms of the underlease
4.22.9.3 to give notice to the Lessor of the details of the
determination of every rent review notice within 28 days
4.22.9.4 provide that prior to the tenant further underletting the
underlet premises or (if appropriate) a Permitted Part it
shall before doing so and before giving possession to the
intended sub-underlessee execute and deliver a deed to be
prepared by the Lessor's solicitors
<PAGE>
at the cost of the Tenant containing if required by the Lessor
a covenant by the intended sub-underlessee directly with the
Lessor to perform and observe during the term granted to the
sub-underlessee the covenants on its part contained in the
sub-underlease
4.22.10 to ensure that any such underlease or sub-underlease is
excluded from Sections 24-28 of the Landlord and Tenant Act
1954 (as amended) and to supply a copy of the relevant order
to the Lessor
NOTICES SPECIFYING BREACH
4.23 To pay on an indemnity basis all expenses (including proper solicitors'
and architects costs and surveyors fees) costs fees charges and
disbursements (including Value Added Tax) properly incurred by the Lessor
or the Superior Lessor:-
4.23.1 incidental to the preparation and service of a notice under section
146 of the Law of Property Act 1925 or incurred in proceedings under
Section 146 or 147 of that Act notwithstanding in any such case
forfeiture is avoided otherwise than by relief granted by the Court
4.23.2 of and incidental to the reasonable and proper contemplation of and
service of all notices and schedules relating to wants of repair the
non payment of rent or the performance and observance of the
covenants contained in this Lease and whether served during or
within two months after the expiration or sooner determination of
the Term
PLANNING ACTS
4.24.1 At all times during the Term to comply in all respects with the
provisions and requirements of the Planning Acts or any statutory
modification or re-enactment thereof for the time being in force and
any regulations orders consents or conditions made thereunder and
all licences consents permission and conditions (if any) granted or
imposed thereunder whether as to the permitted user hereunder or
otherwise and to indemnify (as well after the expiration of the Term
by effluxion of time or otherwise as during its continuance if the
liability vests in the Lessor as a result of some act or default of
the Tenant its servants agents invitees and those under its control
during the Term) and keep the Lessor indemnified against ail
liability whatsoever including proper costs and expenses in respect
of any contravention thereof and promptly to produce to the Lessor
on receipt of notice thereof any notice order or proposal therefor
made given or issued to
<PAGE>
the Tenant by a planning authority under or by virtue of the said
Planning Acts affecting or relating to the Premises and at the
request (when it is reasonable to do so) and cost of the Lessor to
make or join with the Lessor in making any reasonable objection or
representation in respect of the same that the Lessor shall deem
reasonably expedient
4.24.2 Not without the previous consent in writing of the Lessor (such
consent not to be unreasonably withheld or delayed) to apply for
any planning permission relating to the Premises or any part
thereof
4.24.3 Subject only to any statutory direction to the contrary to pay and
satisfy any charge or levy that may subsequently be imposed under
the Planning Acts in respect of the carrying out or maintenance by
the Tenant on the Premises of any operations or the commencement or
continuance of any such
4.24.4 Notwithstanding any consent which may be granted under this Lease
not to carry out or make any alteration or addition to the Premises
or any change of use until:-
4.24.4.1 all necessary notices under the Planning Acts have been served
and copies produced to the Lessor
4.24.4.2 all necessary permissions under the Planning Acts have been
obtained and produced to the Lessor
4.24.4.3 the Lessor has acknowledged that every necessary planning
permission is acceptable to it (acting reasonably) the Lessor
being entitled to refuse the acknowledgement of its acceptance
of a planning permission on the grounds that any condition
contained in it or omitted from it may be materially
prejudicial to the Lessor's interest in the Premises whether
during or following the expiration of the Term
4.24.4.4 where permission is granted subject to conditions if the
Lessor so reasonably requires to provide security for the
compliance with such conditions and not to implement the
planning permission until security has been provided
DAMAGE INDEMNITY
4.25 To be responsible for and to indemnify the Lessor against all damage
occasioned to the Premises by reason of the keeping of dangerous
combustible or inflammable goods or materials on any part of the Premises
and to effect adequate insurance against all third parties and public
liability risks in respect thereof
OBSTRUCTION
<PAGE>
4.26 Not to place or permit or suffer to be placed any goods or things
whatsoever upon nor to cause or permit any obstruction to the entrances
passages and other common portions of the Building or upon any adjoining
roads or ways
REGULATIONS
-----------
4.27 To observe and conform to all reasonable regulations and restrictions
made by the Lessor or the Superior Lessor for the proper management of
the Building and notified in writing by the Lessor to the Tenant from
time to time
RE-LETTING BOARDS
-----------------
4.28 To permit the Lessor during the six months immediately preceding the
determination of the Term and at any time thereafter (unless this Lease
has been made the subject of renewal or extension proceedings by the
Tenant under or by virtue of the Landlord and Tenant Act 1954) to affix
and retain without interference upon any appropriate part of the Premises
a notice for re-letting the same in a position to be approved by the
Tenant (such approval not to be unreasonably withheld or delayed) and
during such period preceding the determination of the Term to permit
persons with written authority of the Lessor or the Lessor's agents at
reasonable times of the day and upon prior appointment to view the
Premises.
REGISTRATION
------------
4.29 Within twenty-eight days after any permitted assignment underlease
mortgage charge transfer vesting declaration or order declaration of
trust probate letters of administration disposition devolution or other
instruments of the Premises or any part thereof whether the same be
effected orally or in writing to give notice thereof in duplicate to the
Lessor's solicitor and to produce to him the original or a certified copy
of the instrument or instruments (including any relevant probate letter
of administration or assent) or if the same be made orally a memorandum
of the terms of such transaction as aforesaid and also to deliver to the
same solicitor for retention by the Lessor a copy thereof and to pay to
the same solicitor a reasonable fee of not less than TWENTY POUNDS
(L20.00) plus VAT thereon for registration of such transaction in the
Lessor's books or records and within 28 days of every determination of a
revised rent under the provisions of any underlease or underleases to
give full details to the solicitors of the Lessor with evidence of that
determination
GLASS INSURANCE
---------------
4.30 Forthwith to insure and keep insured against loss or damage by accident
all plate glass in the Premises to the full reinstatement value thereof
in an insurance office of repute and whenever required to produce to the
Lessor or their surveyors or agents
<PAGE>
the policy of such insurance and the receipt for the last premium due in
respect thereof and in case the said glass or any of it shall be destroyed
or damaged by accident then and as often as the same shall happen all
monies received in respect of such insurance shall with all convenient
speed be laid out in reinstating the same with glass of the same nature
quality and thickness as at present and to make up any deficiency in such
monies for that purpose in default of such insurance being effected or such
policy and receipt being produced it shall be lawful for the Lessor to
insure or cause to be insured the plate glass in the manner described above
and to pay the premium within seven days of demand and in default of such
reimbursement the same shall be recoverable by action as if it were rent in
arrears and shall carry Interest until the date of payment
YIELD UP
4.31.1 To yield up the Premises with all additions and improvements and the
fixtures and fittings and additions thereto at the expiration or
sooner determination of the Term in good and substantial repair and
condition (the Lessor's fixtures fittings and appurtenances being duly
replaced if beyond economic repair) in accordance with the several
covenants on the part of the Tenant hereinbefore contained it being
agreed that the Lessor shall be entitled (but not if the Lease has
been made the subject of extension or renewal proceedings issued by
the Landlord under or by virtue of the Landlord and Tenant Act 1954)
to require the Tenant to remove any Tenant's fixtures by serving
notice on the Tenant to that effect
4.31.2 To execute all works of repair painting gilding polishing graining
varnishing distempering colouring decorating papering and repointing
of the Premises to the reasonable satisfaction of the surveyor for the
time being of the Lessor
LICENCE FEES
4.32 To pay all reasonable costs and professionals' fees properly incurred
by the Lessor attendant upon or incidental to every application made
by the Tenant for a consent or licence hereinbefore required or made
necessary whether the same be granted or refused or proffered subject
to any lawful qualification or condition (but no further or otherwise)
or whether the application be withdrawn (save where consent has been
unreasonably refused or delayed or made subject to any unlawful
qualification or condition)
VALUE ADDED TAX
<PAGE>
4.33 The Tenant shall in addition to the rents charges fees and other
payments of whatsoever nature which are or shall be reserved or which
are or may become payable pursuant to the provisions of this Lease
(hereinafter in this clause called "the Payments") by or on behalf of
the Tenant to the Lessor or any person firm or company acting on the
Lessor's behalf pay any Value Added Tax which is or may at any time
hereafter become chargeable in respect of the supply the subject of the
Payments and the same shall be recoverable by action or by distress as
for rent in arrear PROVIDED ALWAYS that wherever appropriate the Lessor
or the person firm or company to whom the payments are made shall supply
the Tenant with the appropriate Value Added Tax invoice in respect
thereof
ACCESS TO REPAIR
4.34 To permit the duly authorised agents and servants of the Lessor and the
Superior Lessor (and if authorised by the Lessor or the Superior Lessor
the lessees tenants and occupiers of any adjoining premises in the
Building belonging to the Lessor or the Superior Lessor) with all
necessary workmen and appliances at all reasonable times upon prior
appointment to enter upon the Premises (where no other means are
reasonably available) to repair cleanse or maintain any Conducting Media
in on over or under the Premises for the accommodation of any adjoining
premises now or hereafter belonging to the Lessor or the Superior Lessor
all damage thereby occasioned to the Premises being made good by the
person or persons exercising such rights to the reasonable satisfaction
of the Tenant
PRECAUTIONS AGAINST ESCAPE OF DANGEROUS OR NOXIOUS SUBSTANCES
4.35 To take all reasonably necessary precautions (whether by the
installation of devices for consuming or absorbing smoke or fumes or for
catching intercepting or precipitating soot dust or ashes or by some
other means) to prevent the amount of smoke fumes gas soot dust or ashes
escaping from the Premises into the surrounding atmosphere PROVIDED
ALWAYS that nothing in this sub-clause contained shall be deemed to be
an authorisation by the Lessor of or of the commission of a nuisance
NOT TO BLOCK CONDUITS
4.36.1 Not to stop up or obstruct in any way whatsoever or permit oil grease or
other deleterious matter or substance to enter the drains and sewers of
the Lessor and to employ such plant for treating any deleterious
effluent before permitting the same to enter such drains and sewers as
may reasonably be required by the Lessor from time to time and at such
intervals as may be
<PAGE>
reasonable to take steps to rod the drains and conduits serving the
Premises so as to ensure that no blockage of them shall occur
4.36.2 Not to stop up darken or obstruct any windows or lights belonging to
the Premises or any adjoining or neighbouring Premises owned by the
Lessor or their lessees or tenants (save that the Tenant shall be
entitled to install appropriate blinds on the inside of the Premises
and covering the windows)
ENCROACHMENTS
4.37 To use its reasonable endeavours to prevent any encroachment upon the
Premises or the acquisition of any new right to light passage drainage or
other encroachment or easement over upon or under the Premises and to
give notice to the Lessor of any threatened encroachment or attempt to
acquire any such easement and at the reasonable request and cost of the
Lessor will do all reasonable such things as may be proper for preventing
any new encroachment or easements being acquired
NOTICE OF DEFECTS
4.38 To give notice to the Lessor of any defect in the Premises which might
give rise to an obligation on the Lessor to do or refrain from doing any
act or thing in order to comply with the provisions of this Lease or the
duty of care imposed on the Lessor pursuant to the Defective Premises Act
1972 or otherwise
TO OBSERVE SUPERIOR LEASE
4.39 To observe and perform the covenants and conditions on the part of the
lessee contained in the Superior Lease (save for clauses 11.1.2 (unless
any loss of rating relief derives from the Tenant claiming such relief)
and 11.10 of the Superior Lease) so far as they relate to the Premises
and are still subsisting and capable of being performed but except in so
far as the Lessor expressly covenants in this Lease to observe and
perform the same and except where such covenants and conditions on the
part of the lessee contained in the Superior Lease are inconsistent with
or relate to matters specifically covered by this Lease and to indemnify
the Lessor from and against any actions proceedings claims damages costs
expenses or losses arising from any breach non-observance or
non-performance of such covenants and conditions except as aforesaid
SUBSTITUTE SURETY
4.40.1 To give notice to the Lessor within twenty-one days if any person who has
entered into covenants with the Lessor as surety for the performance of
the Tenant under this Lease becomes insolvent which for the purposes of
this lease means:
<PAGE>
4.40.1.1 in relation to a company any of the following:
4.40.1.1.1 it is deemed unable to pay its debts as defined in the Insolvency
Act 1986 ("the Act") Section 123
4.40.1.1.2 a proposal is made for a voluntary arrangement under Part I of
the Act
4.40.1.1.3 a petition (other than a vexatious petition) is presented for an
administration order under Part II of the Act
4.40.1.1.4 a receiver administrative receiver or manager is appointed
4.40.1.1.5 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 of a solvent company)
4.40.1.1.6 a provisional liquidator is appointed under Section 135 of the
Act
4.40.1.1.7 a proposal is made for a scheme of arrangement under the
Companies Act 1985 Section 425
4.40.1.1.8 it is struck off the Companies Register or otherwise ceases to
exist
4.40.1.2 in relation to an individual any of the following:
4.40.1.2.1 an application is made for an interim order or a proposal is made
for a voluntary arrangement under Part VIII of the Act
4.40.1.2.2 a bankruptcy petition (other than a vexatious petition) is
presented to the court or his circumstances are such that a
bankruptcy petition could be presented under Part IX of the Act
4.40.1.2.3 he enters into a deed of arrangement
4.40.1.2.4 a receiver is appointed under the Mental Health Act 1983
<PAGE>
4.40.2 If requested by the Lessor following an event under Clause 4.40.1
to procure that within twenty eight days of the request some
other person reasonably acceptable to the Lessor enters into
similar covenants with the Lessor
GOODS LEFT ON THE PREMISES
4.41 If at the termination of the Term of this Lease has not been renewed
by the Tenant and any goods furniture or effects belonging to the
Tenant are left in the Premises for more than twenty-eight days the
Lessor shall have power to sell them as agent for the Tenant and the
Lessor shall pay or account to the Tenant within ten days after a
written demand for the proceeds of sale (with Interest) less the
reasonable and proper costs of removal storage and sale
DISABILITY DISCRIMINATION ACT
4.42 To comply in all respects with the requirements of the Disability
Discrimination Act 1995 in so far as it affects the Premises and to
indemnify the Lessor against any breach in respect of such
requirements
CONTRACT (RIGHT OF THIRD PARTIES) AT 1999
4.43 The parties agree that the terms of the Contract (Rights of Third
Parties) Act 1999 shall not apply to the letting hereby created
SECTIONS 6 AND 7 OF LANDLORD AND TENANT (COVENANTS) ACT 1995
4.44 Not to unreasonably object to any application made by the Lessor for
release of its covenants contained herein and made pursuant to
Sections 6 and 7 of the Landlord and Tenant (Covenants) Act 1995
5. LESSOR'S COVENANTS
THE LESSOR hereby COVENANTS with the Tenant as follows:-
5.1 SERVICES
The Lessor covenants with the Tenant that (subject to the Tenant
paying the Tenant's Share of Expenditure as provided in the Schedule
to this Lease) the Lessor shall (or shall procure the same):
5.1.1 maintain repair renew (renewal only if beyond economic repair)
replace and clean the Retained Parts and decorate the Retained
Parts in the Decoration Year
<PAGE>
5.1.2 maintain repair renew (renewal only if beyond economic repair)
replace clean decorate and light the Common Parts
5.1.3 comply with the requirements of the insurers or of any statute
(existing or to be passed) or Competent Authority that relate to the
Retained Parts and the Common Parts or any part of them and for which
no tenant is directly liable
5.2 QUALIFIED NATURE OF LESSOR'S COVENANTS
5.2 The Lessor will not be liable to the Tenant for any breach of its
obligations in Clause 5.1 where the breach was caused by something
beyond the Lessor's control (provided the Lessor uses reasonable
endeavours to remedy the breach)
5.3 LESSOR'S COVENANTS
The Lessor covenants with the Tenant
5.3.1 to insure to procure that the Superior Lessor insures (unless such
insurance is vitiated by any act or default of the Tenant any
subtenant or their respective servants agents licensees or invitees)
the Premises against damage caused by fire lightning explosion
aircraft (or other aerial device) or articles failing from them riot
civil commotion malicious persons acts of terrorism earthquake storm
tempest flood bursting and overflowing of water pipes tanks and other
apparatus impact by mechanically propelled vehicles three years loss
of rent VAT and Service Charge it being agreed that the Lessor may
(where reasonable to do so) when calculating the appropriate sum
against which to insure in respect of loss of rent take account of the
level of rent likely to be paid following rent review pursuant to
clause 7:
5.3.1.1 the obligation to insure against any particular risk is subject
to insurance for that risk being ordinarily available from a
reputable insurer for the Premises
5.5.1.2 the insurance will be subject to any exclusions conditions and
excesses that the insurer requires
<PAGE>
5.3.2 to effect this insurance with a reputable insurance company or
with reputable underwriters and through any reputable agency that
the Lessor may from time to time decide
5.3.3 that this insurance will be for the full cost of reinstatement
including (without limitation):
5.3.3.1 temporarily making the Premises safe and protecting any
adjoining structures
5.3.3.2 debris removal demolition and site clearance
5.3.3.3 the cost of obtaining planning and all other statutory and
other consents
5.3.3.4 architects' surveyors' and other fees
5.3.3.5 the cost of complying with the requirements of any statute
or Competent Authority
5.3.3.6 any VAT that may be payable on or in respect of any of these
costs and fees
PROVIDED THAT the Tenant may at any time during the Term notify
the Lessor in writing if it considers that the insurance is for
less than the full cost of reinstatement and of the amount the
Tenant considers to be the full cost of reinstatement and the
Lessor will effect such increased insurance cover as the Tenant
may reasonably require
5.3.4 to produce to the Tenant on demand reasonable evidence of the
terms of the policy and of payment of the last premium
5.3.5 to notify the Tenant of any change in the risks covered by the
policy
5.3.6 to notify the insurers of the Tenant's interest in the Premises
and to have such interest noted on the policy of insurance and
to take all reasonably necessary steps to ensure that any
undertenant's interest is noted on such policy of insurance
<PAGE>
as to the matter in dispute and which he shall consider but shall not
in any way be limited or fettered thereby and he shall determine the
matter in dispute in accordance with his own judgement
6.13.5 The expert shall give notice in writing of his decision to the Lessor
and the Tenant within twenty-eight days of his appointment or within
such extended period as the parties may agree and his decision shall be
final and binding on all matters referred to him
6.13.6 The fees and expenses of the expert and the cost of his appointment
shall be in his award
6.13.7 If the expert shall die delay or became unwilling or incapable of
acting or for any other reason is unable to complete his duties then
either party may apply under Clause 6.13.3 for another expert to be
appointed in his place
TENANT TO PAY IRRECOVERABLE PROPORTION OF INSURANCE MONIES
6.14 In the event of damage or destruction of the Premises by an Insured
Risk but where all or part of the insurance monies shall be
irrecoverable as a result of any act omission neglect or default of the
Tenant then the Tenant shall pay to the Lessor all or such part of the
insurance monies as shall have been irrecoverable as a result of the
act omission neglect or default of the Tenant as aforesaid and any
dispute in this respect shall be referred for determination in
accordance with clause 6.13
6.15 USER FOR PARTICULAR PURPOSE
Nothing in this Lease or in any consent granted by the Lessor implies
that the Premises may be used for any particular purpose
6.16 NO EASEMENTS BY PRESCRIPTION
The Tenant will not during the Term acquire or become entitled to any
easement over any other premises
6.17 PERPETUITY PERIOD
The perpetuity period applicable to this Lease is eighty years
beginning on the date of this Lease and whenever in this Lease either
party is granted a future interest it must best within that period and
if it has not it will be void for remoteness
<PAGE>
6.18 LESSOR'S SURVEYOR
-----------------
Whenever this Lease provides for questions to be referred to or issues to
be determined by the Lessor's surveyor:
6.18.1 the term "in the absence of agreement" means in the absence of
agreement between the Lessor and the Tenant and does not require the
agreement of any surety to have been sought
6.18.2 in making his determination he will be acting as an expert and not as
an arbitrator acting professionally and impartially and his
determination will be final and conclusive(save in the case of
manifest error)
6.18.3 his fees and disbursements for making the determination will be paid
as he directs as being fair and reasonable in the light of his
determination having regard to the nature of the dispute and the views
of the parties expressed to him prior to his determination in relation
to the dispute
6.18.4 he must be an Associate or Fellow of The Royal Institution of
Chartered Surveyors
RENT REVIEW
-----------
7. 7.1 Definitions
-----------
7.1.1 The terms defined in this clause shall for all purposes of this clause
have the meanings specified
7.1.2 "Review Period" means the period between the Review Date and the day
prior to the expiry of the Team(inclusive)
7.1.3 "The Assumptions" means the following assumptions at the Review Date
7.1.3.1 That no work has been carried out on the Premises by the Tenant
or any sub-tenant which has diminished the rental value of the
Premises save where such work has been carried out pursuant to
clauses 4.9 and 4.42 and/or any corresponding clauses in any
underlease
7.1.3.2 That if the Premises have been destroyed or damaged by any of
the insured risks referred to in clause 5.3.1 that they have
been fully restored
<PAGE>
7.1.3.3 That the covenants contained in this Lease on the part of the
Tenant have been fully observed and performed
7.1.3.4 That the Premises are available to let by a willing landlord
("Willing Landlord") to a willing tenant ("Willing Tenant") by
one lease without a fine or premium being paid by either party
and with vacant possession
7.1.3.5 That the Premises are ready and fit for possession and to be
fitted out and equipped to render them ready for use for the
purpose or purposes required by the Willing Tenant
7.1.3.6 That the lease referred to in paragraph 7.1.3.4 contains the
same terms as this Lease except the amount of the Rent but
including the provision for rent review every five years and
except as set out in paragraph 7.1.3.7
7.1.3.7 That the term of the lease referred to in paragraph 7.1.3.4 is
equal in length to the Term and that such term begins on the
Review Date and that the rent shall commence to be payable from
that date and that the years during which the Tenant covenants
to decorate the Premises shall be at similar intervals after the
beginning of the term of such lease as those referred to in this
Lease
7.1.3.8 That any rent free period or concessionary rent period or
contribution or any other inducement whether of a capital or
revenue nature which would or might be made by the Willing
Landlord to the Willing Tenant for fitting out purposes only
upon the grant of the lease referred to in paragraph 7.1.3.4
shall have expired or been given immediately before the Review
Date
7.1.4 The Disregarded Matters means:-
7.1.4.1 Any effect on rent of the fact that the Tenant any subtenant or
their respective predecessors in title or any other lawful
occupiers have been in occupation of the Premises
7.1.4.2 Any goodwill attached to the Premises by reason of the carrying
at the Premises of the business of the Tenant any subtenant or
their respective predecessors in title or any other lawful
occupiers
7.1.4.3 Any increase in rental value of the Premises attributable to the
existence at the Review Date of any alterations works and
improvements to the Premises carried out by the Tenant any
subtenant or their respective predecessors in title with consent
where
<PAGE>
required (save where consent has been unreasonably refused) otherwise
than in pursuance of an obligation to the Lessor or its predecessors
in title except for: (a) any obligation under clauses 4.9 or 4.42;
and/or (b) any obligation on the part of the Tenant any subtenant or
other lawful occupier in an agreement for lease and/or any licence for
alterations
7.1.4.4 The Tenant's Works (as defined in the agreement for underlease dated
[ ] 2000 made between the Lessor (1) and the Tenant (2)
7.1.5 "The 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
7.1.6 "The Arbitrator" means a person appointed by agreement between the
parties or in the absence of agreement nominated by the President on
the application of either party such application to be made not
earlier than six months before the Review Date or at any time
afterwards
7.2 ASCERTAINING THE RENT
---------------------
7.2.1 The Rent shall be:-
7.2.1.1 Until the Review Date the Initial Rent and
7.2.1.2 During the Review Period a rent equal to the greater of:-
7.2.1.2.1 the Rent payable immediately prior to the Review Date (or if
payment of Rent has been suspended pursuant to the proviso
to that effect contained in this Lease the Rent which would
have been payable had there been no such suspension) or
7.2.1.2.2 such Rent as may be ascertained in accordance with this
Clause
7.2.2 Such revised Rent for the Review Period may be agreed in writing at
any time between the parties or (in the absence of agreement) will be
determined by the Arbitrator
7.2.3 The revised Rent to be determined by the Arbitrator shall be in
respect of the Review Date such as he shall decide to be the rent at
which the Premises
<PAGE>
might reasonably be expected to be let on the open market at
the Review Date making the Assumptions but disregarding the
Disregarded Matters
7.2.4 Any arbitration in connection with this clause shall be
conducted in accordance with the Arbitration Act 1996 except
that if the Arbitrator nominated pursuant to paragraph 7.1.6
shall die or decline to act the President may on the
application of either party discharge the Arbitrator and
appoint another in his place
7.2.5 Whenever the Rent shall have been ascertained in accordance
with this clause a memorandum to this 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
7.3 ARRANGEMENTS PENDING ASCERTAINMENT OF REVISED RENT
If the revised Rent payable during the Review Period has not been
ascertained by the Review Date Rent shall continue to be payable at
the rate previously payable such payments being on account of the
Rent for the Review Period
7.4 PAYMENT OF REVISED RENT
If the revised Rent payable during the Review Period has not been
ascertained by the Review Date then within fourteen days after
the date when the same has been agreed between the parties or the
date upon which the Arbitrator's award shall be received by the
Tenant the Tenant shall pay to the Lessor:-
7.4.1 Any shortfall between the Rent which would have been paid on
the Review Date and on any subsequent quarter days had the
revised rent been ascertained on or before the Review Date
and the payments made by the Tenant on account
7.4.2 Interest on any shortfall at 3% below the Interest Rate from
the date or dates on which each part would have been due for
payment to the date of payment of such shortfall
7.5 RENTAL RESTRICTION
7.5.1 If at the Review Date there shall be in force a statute which
shall prevent restrict or modify the Lessor's right to review
the Rent in accordance with this Lease and/or to recover any
increase in the Rent the Lessor shall when such restriction
or modification is removed relaxed or modified be entitled
(but without prejudice to its rights (if any) to recover any
Rent the payment of which has only been deferred by Law) on
giving not less than one month's notice in writing to the
Tenant at any time within six months (time being of
<PAGE>
the essence) of such restriction or modification to invoke the
provisions of clause 7.5.2
7.5.2 Upon the service of a notice pursuant to clause 7.5.1 the Lessor
shall be entitled:-
7.5.2.1 to proceed with any review of the Rent which may have been
prevented or further to review the Rent in respect of any
review where the Lessor's right was restricted or modified
and the date of expiry of such notice shall be deemed for
the purposes of this Lease to be a Review Date
7.5.2.2 to recover any increase in Rent with effect from the
earliest date permitted by law
SURETY
8. THE SURETY in consideration of the demise hereinbefore contained having
been made at his request hereby COVENANTS with the Lessor as a primary
obligation that the Tenant shall pay the rents hereby reserved on the
days and in manner aforesaid and shall duly perform and observe all the
covenants hereinbefore on the Tenant's part contained and that in case
of default in such payment of rent or performance or observance of any
of the covenants as aforesaid during the currency of the Term until
such time as the Tenant is released by the law from such liability the
Surety will pay and make good to the Lessor on demand all loss damages
costs and expenses thereby arising or incurred by the Lessor PROVIDED
ALWAYS AND IT IS HEREBY AGREED that any neglect or forbearance of the
Lessor in endeavouring to obtain payment of the said several rents when
the same becomes payable or to enforce performance or observance of the
several stipulations herein on the Tenant's part contained and any time
which may be given by the Lessor to the Tenant shall not release or
exonerate or in any way affect the liability of the Surety under this
covenant AND PROVIDED FURTHER AND IT IS HEREBY FURTHER AGREED that:-
8.1 The Surety hereby further covenants with the Lessor that:-
8.1.1.1 if there shall be disclaimer of this Lease whether by a
liquidator trustee in bankruptcy the Crown or otherwise
howsoever or
8.1.1.2 if the Tenant being a sole or the last surviving Tenant
shall in the case of an individual die or in the case of a
company be dissolved or if otherwise the Tenant shall cease
to exist
<PAGE>
THEN the Surety shall if the Lessor by notice in writing given to
the Surety within three months after such disclaimer or
occurrence referred to in subparagraph 8.1.2 so requires accept
from and 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 or such occurrence and continuing for the residue then
remaining unexpired of the Term such new lease to be at the
reasonable cost of the Surety and to be at the same rent and
subject to the same covenants conditions and provisions as are
contained in this Lease
8.2.3 if the Lessor shall not require the Surety to take a new lease
the Surety shall nevertheless upon demand pay to the Lessor a sum
equal to the rent that would have been payable under this Lease
but for the disclaimer or such occurrence in respect of the
period from and including the date of such disclaimer or such
occurrence until the expiration of 3 months therefrom or until
the Lessor shall have granted a lease of the Premises to a third
party whichever shall first occur
8.3 This guarantee shall enure for the benefit of the successors and
assigns of the Lessor under this Lease without the necessity for any
assignment thereof
9 AUTHORISED GUARANTEE AGREEMENT
AGREEMENT dated
PARTIES BETWEEN
_____________________ ("Landlord")(1)
_____________________ ("Assignor")(2)
Agreement conditional on THE assignor has agreed to assign the lease completion
of proposed [particulars] ("the Lease") to assignment ("the Assignee") and this
agreement takes effect when the Lease is assigned to the Assignee
Indemnity against loss from THE Assignor agrees to indemnify the Landlord
against failure to comply with any all losses incurred as a result of any
failure by the
<PAGE>
LEASE TERM Assignee to comply with any of the terms of the
Lease until such time as the Assignee shall be
released from those terms by virtue of the
Landlord and Tenant (Covenants) Act 1995 or if
earlier the determination of the Lease
ASSIGNOR IS PRINCIPAL DEBTOR THE Assignor is liable to the Landlord under this
agreement as principal debtor, and his/its
obligation remains fully effective even if the
Landlord gives the Assignee extra time to comply
with any obligation in the Lease, or does not
insist on its strict terms
It being agreed, however, that in the event of
the Landlord (with the consent of the Assignor
and at the request of the Assignee) granting any
concession as a result of which the Assignee is
entitled to defer the payment of any monies due
then for all purposes in connection with this
Lease (and in particular in relation to section 17
of the Landlord & Tenant (Covenants) Act 1995)
such monies shall be deemed to fall due on the
subsequent date agreed between the Landlord and
the Assignee pursuant to the concession in lieu
of the earlier date.
ASSIGNOR TO ACCEPT A NEW 1. THE Assignor agrees, in the event that the
TENANCY IF LEASE DISCLAIMED Lease is disclaimed and on being so required
by the Landlord within three months of such
disclaimer (time being of the essence) to
accept from the Landlord the grant of a new
tenancy and to execute and deliver a
counterpart of it to the Landlord. The new
tenancy is to be on the same terms and
conditions as the Lease at the date of the
disclaimer and to be for a term expiring on
the term date of the Lease from the date of
such disclaimer
<PAGE>
2. If the Landlord shall not require
the Assignee to accept the grant of
a new tenancy in accordance with
paragraph 1 the Assignee shall only
be required to pay the sum equal to
the rents that would have been
payable under the Lease but for the
disclaimer in respect of the period
from the date of disclaimer to the
date which is three months from the
date of the disclaimer and not
further or otherwise notwithstanding
the indemnity referred to above
AGREEMENT ENDS WHEN ASSIGNOR THIS agreement ceases to have effect
RELEASED BY ASSIGNMENT (WHICH when the Assignee is released from the
IS NOT EXCLUDED) OR BY AGREEMENT tenant covenants of the Lease by virtue
of section 5 of the Landlord and Tenant
(Covenants) Act 1995 or with the consent
of the Landlord
SEVERANCE THE parties to this Deed hereby agree
and declare that:-
1. Any provision in this deed which is
void pursuant to Section 25 of the
Landlord & Tenant (Covenants) Act
1995 shall be severed from all
remaining provisions and such
remaining provisions shall be
preserved
2. To the extent that any provision in
this Deed extends beyond the
limitation set by the said Section
25 but if it did not so extend it
would remain unaffected by the said
Section 25, the provisions shall be
deemed to be varied so as not to
extend beyond the said limitations
HEADINGS
<PAGE>
10. THE headings hereto are inserted for convenience of reference only and
shall not in any manner affect the construction meaning or effect of
anything herein contained or govern the rights and liabilities of the
parties hereto
IN WITNESS whereof the parties hereto have executed these presents as a deed
the day and year first above written
<PAGE>
Secretary
EXECUTED as a DEED by
and
for and on behalf of
CARLTON & GRANADA INTERNET LIMITED
/s/ illegible Director
Secretary
EXECUTED as a DEED by
and
for and on behalf of
ASK JEEVES (JERSEY) LIMITED
/s/ illegible Director
Secretary
<PAGE>
THE SCHEDULE
1. DEFINITIONS
In this Lease:
1.1 "Services" means the services facilities and amenities mentioned in
Clause 5.1
1.2 "Expenditure" means:
1.2.1 the costs and expenses properly incurred by the Lessor (and any
VAT paid by the Lessor unless the VAT is recovered by the Lessor)
in and incidental to providing the Services and
1.2.2 all Other Expenses properly incurred by the Lesser (and any VAT
paid by the Lessor unless the VAT is recovered by the Lessor)
1.3 "Other Expenses" means:
1.3.1 a reasonable management fee to the Lessor or payable to the
Lessor's surveyor or managing agents retained by the Lessor to
collect the rents and other sums due to the Lessor (but not
including the collection of arrears of rent from any other tenant
in the Building) and to undertake any of the Lessor's obligations
under this Lease
1.3.2 the proper charges and disbursements of the Lessor's surveyor in
respect of any of the functions undertaken by him in relation to
the Services and Other Expenses
1.3.3 the proper charges and disbursements incurred by the Lessor in
determining the full cost of reinstatement of the Building for
insurance purposes
1.3.4 the proper cost of electricity gas oil or other fuel and water
used in connection with the provision of the Services
<PAGE>
1.3.5 proper outgoings that are charged assessed or imposed upon the
Common Parts by any statutory body
1.3.6 any amount which the Lessor may properly be called upon to pay as
a contribution towards the expense of repairing maintaining or
cleaning anything used exclusively by the Building or its
occupiers or by the Building or its occupiers and any
neighbouring property and the occupiers of that property
1.3.7 the proper cost of complying with making representations against
or otherwise contesting any notice direction order certificate
or assessment served or issued by a Competent Authority for which
no tenant is directly liable or a proposal of a Competent
Authority that relates to or that would materially affect the
Building (or any part of it)
1.3.8 the proper cost of abating a nuisance to any part of the Building
so far as the abatement is not the direct responsibility of any
tenant
1.3.9 the cost including interest and bank charges of borrowing to
finance the Lessors obligations under clause 5.1
1.3.10 the proper cost where these cannot be recovered from another
party of enforcing any claim or taking or defending any
proceedings that the Lessor may at its reasonable discretion take
or defend in relation to the Building including (without
limitation):
1.3.11.1 against contractors consultants architects structural engineers
mechanical and electrical engineers surveyors or others employed
or engaged in connection with the Services or any works to the
Building
1.3.11.2 to establish preserve or defend any rights amenities or
facilities used or enjoyed by occupiers of the Building or to
which they may be entitled
1.3.12 any other sum properly incurred by the Lessor in connection with
the Building
<PAGE>
1.3.13 any provision for payment in a subsequent year that the
Lessor considers appropriate
1.3.14 the proper costs incurred by the Lessor of enforcing any
claim or taking any proceedings against the insurers under
the provisions of Clause 5.4.2.2 and in applying for the
Permissions pursuant to Clause 5.4.2.3 where these cannot be
recovered from another party
1.3.4 "Accounting Date" means 31st December or any other date that the
Lessor may nominate in writing
1.3.5 "Provisional Service Charge" means such sum as may be fixed for
each year by the Lessor's surveyor as a reasonable estimate of
the Tenant's Share of the Expenditure for that year
1.3.6 "Tenant's Share" means:
1.3.6.1 in relation to the external decoration of the Building
eighty-seven point one six per centum (87.16%) and
1.3.6.2 in relation to all other Expenditure eighty-two point four
five per centum (82.45%)
2. PAYMENT OF SERVICE CHARGE
2.1 The Tenant covenants to pay to the Lessor by way of further and
additional rent the Tenant's Share of Expenditure
2.2 The Tenant must pay to the Lessor the Provisional Service Charge
without any deduction or set-off by equal quarterly payments on
25th March 24th June 29th September and 25th December in each
year (this sum to be treated as rent)
2.3 The Tenant's liability to pay the Tenant's Share and the
Provisional Service Charge shall commence on the Service Charge
Commencement Date
<PAGE>
2.4 Within three months after every Accounting Date the Lessor will prepare
and supply to the Tenant an account:
2.4.1 showing the Expenditure for the period ending on the Accounting Date
referred to in the account
2.4.2 containing a fair summary of the items referred to in it
2.4.3 including a certificate by the Lessor's surveyor of the Tenant's Share
of the Expenditure for that period
2.4.4 showing the Provisional Service Charge paid by the Tenant (if any)
2.4.5 The account will be conclusive evidence for the purposes of this Lease of
all matters of fact referred to in it PROVIDED THAT the Tenant may within
fourteen days of receipt of the account and in respect of which time
shall be of the essence notify the Lessor in writing of its requirement
for the account to be audited whereupon the Lessor will as soon as is
practicable use reasonable endeavours to arrange for the account to be
audited and for a copy of the audited account to be supplied to the
Tenant and the reasonable and proper fees and expenses of such audit
shall be included in the Tenant's Share of Expenditure and payable by the
Tenant as service charge
2.4.6 In the case of the first Accounting Date if the proportion of the
Tenant's Share of the Expenditure shown in the account apportioned on a
daily basis for the period from the Service Charge Commencement Date to
the first Accounting Date:
2.4.6.1 exceeds the amount already paid as Provisional Service Charge prior to
the first Accounting Date the Tenant must pay to the Lessor as rent
the excess within ten days of written demand
2.4.6.2 is less than the amount already paid as Provisional Service Charge
prior to the first Accounting Date the Lessor will credit the excess
to the Tenant against the next quarterly payment of the Provisional
Service Charge
<PAGE>
2.4.7 In the case of every subsequent Accounting Date if the Tenant's
Share of the Expenditure shown in the account for the period
beginning on the day after the previous Accounting Date and
ending on that Accounting Date:
2.4.7.1 exceeds the amount paid as Provisional Service Charge
during that period the Tenant must pay to the Lessor as
rent the excess within ten days of written demand
2.4.7.2 is less than the amount paid as Provisional Service Charge
during that period the Lessor will credit the excess to the
Tenant against the next quarterly payment of the
Provisional Service Charge
3. VARIATIONS OF THE TENANT'S SHARE
3.1 the percentages referred to in Paragraph 1.3.6 ("the
Percentages") shall be varied in accordance with Paragraph 3.2 if
at any time during the Term:
3.1.1. the total property enjoying or capable of enjoying the
benefit of any of the Services is increased or decreased on
a permanent basis or
3.1.2 the benefit of any of the Services is extended on a like
basis to any adjoining or neighbouring property or
3.1.3 some other event occurs as a result of which the Percentages
are no longer appropriate to the Premises
3.2 the percentages will be varied if an event contemplated in Clause
3.1 occurs in such manner as is determined to be fair and
reasonable in the light of the event in question by the Lessor's
surveyor
EXECUTED as a DEED by
CITY & GENERAL (WEST END)
LIMITED by the authority of
/s/ illegible Director