UK-London-225 Marsh Wall Lease - Innovation Land & Estates Ltd. and Visual Communications Ltd.
DATED 1995
INNOVATION LAND & ESTATES LIMITED
-and-
VISUAL COMMUNICATIONS LIMITED
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Counterpart / LEASE of
Office Suite 18 / situate on the Third Floor
of the Innovation Centre
225 Marsh Wall, Docklands
London E14
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Harris Rosenblatt & Kramer
26/28 Bedford Row
London WCIR 4HE
Tel: 0171-242-3254
Fax: 0171-831-7475
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INDEX
<TABLE>
<CAPTION>
CLAUSE PAGE
NUMBER DESCRIPTION NUMBER
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<S> <C> <C>
1 DEFINITIONS AND INTERPRETATION 1-4
2 DEMISE 4
3 TENANTS COVENANTS 4
3:1 To pay rent/telephone charge/private charge 4
3:2 To pay rates and outgoing 4
3:3 To pay interest 5
3:4 To pay gas electricity and water supply charges 5
3:5 To repair and decorate 5
3:5:1 To keep in repair 5
3:5:2 To notify Landlord of defects 5
3:5:3 To decorate interior 6
3:5:4 To make good damage 6
3:5:5 To replace carpeting 6
3:5:6 To pay Landlords Surveyors fees 6
3:6:1 To maintain drains etc. 6
3:6:2 To clean windows 6
3:6:3 To keep clean and tidy 6
3:6:4 Cleaners 6
3:7:1 To make good defects in accordance with Landlords notice 7
3:7:2 Landlords right to repair in case of default by Tenant 7
3:8 To allow Landlord to inspect and repair adjoining premises etc. 7
3:9:1 To comply with Acts of Parliament etc. 7
3:9:2 To provide Landlord with copy consents etc. 8
3:10 Restrictions on Assignment/Underletting 8
3:10:6 Registration of Assignments/Underlettings 10
3:11:1 Restrictions on Alterations 10
3:11:2 Restrictions on Alterations to electrical system etc. 10
3:11:3 Not to merge with adjoining premises 11
3:12 Not to overload floors or structure 11
3:13 Restrictions on signs etc. 11
3:14 Not to cause nuisance annoyance etc. 11
3:15 Restrictions on User and activities 11
3:16 Not to store inflammable or explosive articles etc. 12
3:17:1 Not to invalidate insurance etc. 12
3:17:2 To provide fire fighting appliances etc. 12
3:18 Not to obstruct drains etc. 12
3:19 Not to overload electrical system 13
3:20 To produce and comply with notices etc. 13
3:21 To indemnify Landlord against damage to Estate etc. 13
3:22 To comply with planning legislation etc. 13
3:23:1 To preserve easements etc. 14
3:23:2 Acquisition of easements 14
3:24 To pay Landlords costs on breach etc. 15
3:25 Restrictions on storage of goods 15
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<TABLE>
<S> <C>
THE FIRST SCHEDULE - NAMES OF PARTIES DESCRIPTION OF 24-25
PREMISES TERM OF LEASE RENTS PAYABLE AND PERMITTED USE
THE SECOND SCHEDULE
PART I - RIGHTS GRANTED 25-26
PART II - RIGHTS EXCEPTED AND RESERVED 26-27
PART III - MATTERS TO WHICH DEMISE IS SUBJECT 27
THE THIRD SCHEDULE - ADDITIONAL TENANTS COVENANTS 27
THE FOURTH SCHEDULE - RENT REVIEW PROVISIONS 27-30
THE FIFTH SCHEDULE - SERVICES PROVIDED BY LANDLORD 30-31
THE SIXTH SCHEDULE - THE SERVICE CHARGE 31
THE SEVENTH SCHEDULE - THE EXPENDITURE 32-35
THE EIGHTH SCHEDULE - INSURANCE 35-36
THE NINTH SCHEDULE - THE ADVANCE SERVICE CHARGE 36
THE TENTH SCHEDULE - RESTRICTIONS ON UNDERLETTING 36-37
</TABLE>
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THIS LEASE is made the ___________ day of _______________ 1995 BETWEEN the
party named in paragraph 1 of the First Schedule hereto (hereinafter called "the
Landlord") of the First part and the party or parties named in paragraph 2 of
the First Schedule hereto (hereinafter called "The Tenant") of the Second part
WITNESSETH as follows:-
1. In this Lease save where the context otherwise requires the following words
and expressions shall have the meanings assigned to them hereunder:-
1:1 "the Landlord" shall include the person or persons for the time being
entitled to the reversion immediately expectant on the term hereby granted
1:2 "the Tenant" shall include the successors in title to the Tenant
1:3 "the demised premises" shall mean the premises described in paragraph 3 of
the First Schedule hereto
1:4 "the Building" shall mean The Innovation Centre 225 Marsh Wall Docklands
London E14 9FW
1:5 "the Rent" shall mean the sum specified as the rent in paragraph 4 of the
First Schedule hereto (or such other sum as may be substituted therefor in
accordance with the provisions of the Fourth Schedule hereto)
1:6 "the Term" shall mean the term of years specified as the term in paragraph
5 of the First Schedule hereto
1:7 "Person" shall include a Company or other body legally capable of holding
land
1:8 The masculine shall include the feminine and the singular the plural and
vice versa
1:9 Obligations undertaken (or to be undertaken) by more than a single person
are (or shall be) joint and several obligations
1:10 Any agreement by the Tenant not to do any act or thing shall be construed
as if it were an agreement not to do or permit or suffer such act or thing
1:11 Right excepted reserved or granted to the Landlord shall be construed as
excepted reserved or granted to the Landlord the Superior Landlord and all
persons respectively authorised by it or them
1:12 A reference to a statute shall refer to the statute as amended at the date
hereof and shall include any subsequent statutory amendments or
re-enactment thereof
1:13 "the Bank" shall mean Midland Bank Plc or the Bank which is the successor
to the business of that Bank or if such Bank ceases to trade in
circumstances that no one Bank succeeds to that business such member of
the Committee of London Clearing
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Bankers as the Landlord nominates
1:14 "Base Rate" shall mean the published base rate from time to time of the
Bank but if no such rate shall be published two per centum above the rate
paid by the Bank from time to time on deposits of the minimum sum accepted
at interest for repayment on seven days notice
1:15 "Interest" is at the annual rate of four per centum above the Base Rate
for the time being compounded with rests the 30th June and 31st December
in each year of the Term
1:16 Any covenant to pay interest shall be a covenant to pay interest at the
said rate both before and after judgement or arbitration award
1:17 "the Service Charge" shall mean the sum specified or referred to in
paragraph 6 of the First Schedule hereto
1:18 "the Advance Service Charge" shall mean the sum specified or referred to
in paragraph 9 of the First Schedule hereto
1:19 "the Insurance Rent" shall mean the sum specified or referred to in
paragraph 7 of the First Schedule hereto
1:20 "the Common Parts" shall mean the roads footpaths pavements car parking
areas (including the access to individual parking bays) landscaped areas
and other open areas entrance hall (including reception and waiting areas)
landings lifts lift shafts staircases passages fire escape routes and all
other areas which are from time to time during the Term provided by the
Landlord for common use and enjoyment by the tenants and occupiers of the
Building and all persons expressly or by implication authorised by them
1:21 "the Permitted Use" shall mean the use specified as the permitted use in
paragraph 8 of the First Schedule hereto
1:22 "the Landlords Surveyor" means any person or firm who or the partners in
which shall be an associate or fellow of the Royal Institution of
Chartered Surveyors acting for the Landlord including an employee of the
Landlord appointed to perform the function of a surveyor for any purpose
of this Lease
1:23 "the Telephone Charge" means the proportion of the cost of telephone calls
made to and from the Building attributable exclusively to the demised
premises and as determined by the Telephone Equipment and a copy of the
computer printout from the Telephone Equipment shall (save for manifest or
proven error) be conclusive of the same
1:24 "the Telephone Equipment" means all equipment (including the computer for
monitoring the same) installed in the Building from time to time in order
to provide a telephone service for the occupiers of the Building other
than telephone handsets or
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similar equipment installed in individual units within the Building
1:25 "the Private Services" means such services as shall be provided by the
Landlord for the benefit of individual tenants within the Building from
time to time the cost of which is intended shall be borne only by such
tenants as shall use such services including (but without prejudice to the
generality of the foregoing):-
1:25:1 Secretarial and clerical services
1:25:2 Telegraphic facsimile transmission services
1:25:3 Photocopying services
1:25:4 Conference facility services
1:25:5 Audio/visual facility services
1:25:6 Any other service which may from time to time be provided by the
Landlord for the benefit of individual tenants within the Building
1:26 "the Private Charge" means the amount payable by the Tenant monthly in
arrears in respect of the Tenants use of the Private Services during the
month in question and representing the cost of such services as determined
from time to time by the Landlord
1:27 "the Superior Lease" means a lease dated 1st May 1991 and made between
London Docklands Corporation (1) Carroll Investment Corporation Limited (2)
1:28 "the Superior Landlord" means the persons for the time being entitled to
the reversion immediately expectant on the determination of the term
created by the Superior Lease together with any persons for the time being
entitled to the reversion immediately expectant on the determination of any
term created by any other lease ranking superior to this Lease
1:29 "the Permitted Hours" means the hours between 8:30 a.m. and 6:00 p.m.
Mondays to Fridays (other than Bank and other Public Holidays) and
8:30 a.m. to 12:30 p.m. on Saturdays
1:30 "the Break Date" means the 29th September 1999
1:31 "Inherent Defect" means any defect in the Building or in anything installed
in or on the Building which is attributable to:-
1:31:1 defective design or
1:31:2 defective workmanship or materials or
1:31:3 defective supervision of the construction of or the installation of
anything in
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or on the Building or
1:31:4 defective preparation of the site upon which the Building is constructed
1:32 "the Car Parking Spaces" means the 7 car parking spaces shown edged blue
on plan number 2 annexed hereto or such other 7 car parking spaces as
shall from time to time be designated by the Landlord upon giving the
Tenant reasonable prior notice
2. IN CONSIDERATION of the Rent and of the covenants on the part of the
Tenant hereinafter contained the Landlord HEREBY DEMISES unto the Tenant ALL
THAT the demised premises TOGETHER WITH the easements and rights described in
Part 1 of the Second Schedule hereto EXCEPT AND RESERVING as mentioned in Part 2
of the Second Schedule hereto SUBJECT AS specified in Part 3 of the Second
Schedule TO HOLD the same unto the Tenant for the Term PAYING THEREFOR to the
Landlord the following rents:
2:1 Firstly the Rent
2:2 Secondly the Service Charge
2:3 Thirdly the Insurance Rent
2:4 Fourthly the Advance Service Charge (if any)
3. THE TENANT HEREBY COVENANTS with the Landlord in manner following that
is to say:-
3:1:1 To pay the Rent the Service Charge the Insurance Rent and the Advance
Service Charge at the times and in the manner described and specified in
the First Schedule hereto and if so required to make all or any such
payments by Bankers Standing Order or any other reasonable means (other
than by direct debit) which the Landlord may require
3:1:2 To pay the Landlord within 21 days of written demand (which demand shall
be accompanied by a copy of the computer printout from the Telephone
Equipment) the Telephone Charge
3:1:3 To pay to the Landlord within 21 days of written demand the Private
Charge
3:2 To pay all existing and future rates (or any similar tax or outgoing
replacing the same from time to time) taxes assessments impositions and
outgoings assessed or imposed on or in respect of the demised premises
(whether assessed or imposed on the Landlord or the Tenant) PROVIDED
ALWAYS that if any of the foregoing shall be or become assessed or
imposed (without formal apportionment) upon or payable (whether by the
owner or the occupier) in respect of the demised premises or any part or
parts thereof together with other premises not included in this Lease
the Tenant shall pay and discharge (and indemnify the Landlord against)
the fair and proper proportion thereof attributable to the demised
premises or the part or parts thereof so
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affected such fair and proper proportion to be determined by the Landlord's
Surveyor for the time being who shall act reasonably in making such
determination and whose decision shall save for any manifest or proven
error be final and binding upon the Tenant
3:3 If any rent or other sums payable by the Tenant to the Landlord under this
Lease shall be due but unpaid for fourteen days to pay to the Landlord (if
the Landlord shall so require) interest from the due date until payment
Provided that this subclause shall not prejudice any other right or remedy
in respect of such money
3:4 Without prejudice to Clauses 3:1:2 and 3:1:3 hereof to pay to the suppliers
thereof all charges for gas electricity water and other services supplied
to the demised premises
3:5:1 To repair and keep in good and substantial repair and condition
(including well and substantially decorated) the whole of the interior
of the demised premises (including without prejudice to the generality
of the foregoing the suspended ceilings the raised floors and other
floor surfaces all plasterwork and other internal finishes any fire
exit doors and normal entrance doors and door frames all windows and
window frames all electrical circuits and wiring and fittings within
the demised premises or solely serving the demised premises and all
partitions and fixtures and fittings within the demised premises and
at the expiration or sooner determination of the Term quietly yield up
to the Landlord the demised premises (including all additions and
improvements made thereto) in such good and substantial repair and
condition and properly cleaned and decorated Provided that this
sub-clause shall not apply to damage by fire and other perils
specified in Clause 3 of the Eighth Schedule hereto unless and to the
extent that any act or omission of the Tenant renders the insurance
money irrecoverable PROVIDED FURTHER that nothing in this Lease
contained shall oblige the Tenant to repair any damage to the demised
premises arising out of an Inherent Defect nor shall the Tenant be
obliged to rectify any Inherent Defect
3:5:2 As soon as reasonably possible after the Tenant becomes aware of the
same or should reasonably have become aware of the same to give notice
to the Landlord and the Superior Landlord of any defect or need of
repair or renewal arising to the demised premises which would or might
result in the Landlord and/or the Superior Landlord becoming liable to
third parties by reason of the provisions of the Defective Premises
Act 1972 or which would or might give rise to an obligation on the
Landlord to do or refrain from doing any act or thing in order to
comply with its duty of care imposed on the Landlord pursuant to such
provisions and insofar as any such defect or need of repair or renewal
as aforesaid shall be the responsibility of the Tenant under this
Lease to indemnify the Landlord (to the extent that it can so require)
against all liability and costs arising in respect of any notice claim
or demand costs and proceedings made or brought thereunder and
furthermore (without prejudice to the foregoing) to indemnify and keep
indemnified the Landlord and the Superior Landlord from and against
any losses claims actions costs demands or other liability arising
from a failure to give such notice as aforesaid and furthermore at all
times to display and maintain all notices (including the wording
thereof) which the Landlord may from time to time display or require
to be displayed on the demised premises
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3:5:3 As often as shall be required and in any event in the year 1998 and in
the last year of the Term (howsoever determined) in a proper and
workmanlike manner
(a) to prepare and paint all the inside wood metal and other parts of
the demised premises usually or requiring to be painted with not less
than two coats of good quality oil or other suitable paint
(b) to prepare and repolish any inside wood of the demised premises now
polished with best quality materials
(c) to prepare and paint the ceilings and walls of the demised premises
as the same are now treated and
(d) to clean and treat in a suitable manner for its maintenance in good
condition any inside wood metal work tiles bricks and similar surfaces
to the demised premises not required to be painted or polished.
Provided that the painting in the last year of the term shall be done in
colours first approved in writing by the Landlord such approval not to
be unreasonably withheld or delayed and Provided also that the Tenant
shall not be liable to carry out any decorative works of this nature the
need for which arises wholly or partly from an Inherent Defect or damage
caused by an Inherent Defect
3:5:4 To make good forthwith any damage to the demised premises or fixtures
therein caused by the Tenant his licensees and invitees whether
accidentally or otherwise
3:5:5 At the expiration or sooner determination of the Term (howsoever
determined) provided that such expiration or sooner determination shall
occur after the third anniversary of the Term to replace all the
carpeting (or carpet tiles as appropriate) within the demised premises
with new carpeting (or carpet tiles as appropriate) of a quality design
and colour similar to the quality design and colour of the carpeting (or
carpet tiles as appropriate) supplied by the Landlord at the
commencement of the Term such replacement carpeting (or carpet tiles as
appropriate) to be first approved in writing by the Landlord (such
approval not to be unreasonably withheld)
3:5:6 The Tenant shall pay the Landlord's Surveyor's reasonable and proper fees
incurred as a result of any breach of this sub clause
3:6:1 To keep and maintain all drains and pipes exclusively serving the
demised premises in good repair and condition and clear and unobstructed
and not to cause or allow to be caused any blockage or stoppage of those
within the Common Parts
3:6:2 To clean the interior of the windows and other glazing of the demised
premises at least once in every month
3:6:3 To keep all areas forming part of the demised premises clean and tidy
3:6:4 To employ for the cleaning of the demised premises only such firm or
company as
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shall be approved in writing by the Landlord such approval not to be
unreasonably withheld or delayed
3:7:1 To make good within one month (or sooner if necessary) any defect in
repair or decoration of the demised premises for which the Tenant is
liable in accordance with the Tenant's covenants hereunder and of which
the Landlord has given notice in writing to the Tenant
3:7:2 If the Tenant shall not comply with Clause 3:7:1 the Landlord may enter
the demised premises and make good such defects and the reasonable
expense of so doing (including reasonable Surveyor's fees necessarily
incurred) shall be repaid to the Landlord by the Tenant within 21 days of
written demand and if not so repaid shall be recoverable by action or
distress as if rent in arrear
3:8 To permit the Landlord and its Agents and all others authorised by the
Landlord together with workmen and all necessary tools and appliances on
reasonable notice (except in emergency) at all reasonable hours to enter
the demised premises for the purpose of:-
3:8:1 Viewing and recording the condition of the demised premises
3:8:2 Repairing maintaining altering or cleaning adjoining or nearby units
within the Building Provided such works cannot be carried out from
outside the demised premises
3:8:3 Repairing maintaining cleaning altering replacing or adding to any pipes
wires flues channels or apparatus which serve other parts of the Building
or adjoining or nearby premises Provided such works cannot be carried out
from outside the demised premises
3:8:4 Enabling the Landlord to comply with the covenants on its part and the
conditions contained in the Superior Lease or for any purpose that is in
the reasonable opinion of the Landlord necessary in order to enable it to
do so in either case so far as the Tenant does not expressly covenant
hereunder to observe and perform the same
PROVIDED THAT the Landlord or those experiencing such right (as appropriate)
shall cause as little damage and/or disturbance as practicable and shall as soon
as practicable make good (to the reasonable satisfaction of the Tenant) all
damage to the demised premises caused by such entry but shall not otherwise be
liable for any damage or inconvenience caused to the Tenant
3:9:1 At the Tenant's own cost to observe and comply as soon as reasonably
practicable in all respects with the provisions and requirements of any
and every enactment (which expression in this sub-clause includes every
general and local Act or Acts of Parliament now or hereafter enacted and
every statutory order rule instrument regulation and bye-law and every
notice order or direction and every license consent or permission already
or hereafter to be made or given thereunder) including (but without
prejudice to the generality of the foregoing) the Health and Safety at
Work
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etc Act 1974 and the lawful requirements of any local or public
authority so far as the same shall relate to or affect the demised
premises or the user thereof for the purposes of any manufacture
process or business or the employment therein of any person or persons
or any fixtures machinery plant or chattels for the time being affixed
thereto or being thereupon or used for the purposes thereof and to do
and execute or cause to be done and executed all such works and
provide and maintain all arrangements which by or under any enactment
or by any government department local authority or other public
authority or duly authorized officer or Court of competent
jurisdiction acting under or in pursuance of any enactment are or may
be directed or required to be done executed provided and maintained at
any time during the Term upon or in respect of the demised premises or
any part or parts thereof or in respect of any such user thereof or
employment therein of any person or persons or fixtures machinery
plant or chattels as aforesaid whether by the Landlord or the Tenant
or occupier thereof and to indemnify the Landlord at all times against
all costs charges and expenses of or incidental to the execution of
any works or the provision or maintenance of any arrangements so
directed or required as aforesaid and to pay the reasonable costs
charges and expenses of the Solicitors and of the surveyors for the
time being of the Landlord in relation thereto and not at any time
during the Term to do or omit or suffer to be done or omitted on or
about the demised premises any act or thing by reason of which the
Landlord may under any enactment incur or have imposed upon it or
become liable to pay any penalty damages compensation costs charges or
expenses and to pay all costs charges and expenses incurred by the
Landlord in abating a nuisance and executing all such works as may be
necessary for abating a nuisance in connection with the demised
premises whether or not in obedience to a notice served by a Local
Authority.
3:9:2 To furnish the Landlord with copies of all consents and certificates
which may be obtained by the Tenant under the Health and Safety at
Work etc Act 1974 or any other enactment from time to time affecting
the same
3:10:1 Not to assign charge underlet or part with possession of part only of
the demised premises nor allow any person deriving title from the
tenant to do so
3:10:2 Not without the Landlord's prior written consent (which shall not be
unreasonably withheld or delayed) to underlet the whole of the demised
premises nor allow any person deriving title from the Tenant to do so
Provided that in the event of the Tenant applying for consent to
underlet the whole of the demised premises the Landlord shall be
entitled (without prejudice to the generality of the foregoing and
without prejudice to any other matters the Landlord may wish to take
into account in determining such application) to refuse to consider
such application if in the opinion of the Landlord acting reasonably
there may be a breach of the provisions of the Tenth Schedule hereto
and furthermore the Tenant shall in the event that the Landlord grants
consent to underlet the whole of the demised premises at all times
comply with such provisions contained in the Tenth Schedule hereto
3:10:3 Not without the Landlord's prior written consent (which shall not be
unreasonably withheld or delayed) to assign charge or part with
possession of
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the demised premises as a whole
3:10:4 Upon every assignment of the whole of the demised premises if so
required by the Landlord to procure that the intending assignee shall
join in the Licence to Assign to give a direct covenant to the Landlord
to pay the Rent the Service Charge the Insurance Rent the Advance
Service Charge the Telephone Charge and the Private Charge and perform
and observe the covenants contained in this Lease and if such intending
assignee shall be a limited liability company then upon the Landlord's
reasonable demand in that behalf at least two (or more if the Landlord
reasonably so requires) of such company's directors of satisfactory
standing shall join in such deed as sureties for such company in order
jointly and severally to covenant with the Landlord as sureties that at
all times during the Term (or any extension thereof) the Rent the
Service Charge the Insurance Rent the Advance Service Charge the
Telephone Charge and the Private Charge and all other sums and payments
herein or therein covenanted to be paid by the Tenant shall be paid at
the respective times and in manner herein or therein appointed and that
all covenants on the part of the Tenant herein or therein contained
shall be duly performed and observed and that in case of default in
such payment of the Rent the Service Charge the Insurance Rent the
Advance Service Charge the Telephone Charge the Private Charge or other
moneys or performance or observance of covenants as aforesaid as well
after as before any disclaimer the sureties will pay and make good to
the Landlord on demand all loss damage costs and expenses thereby
arising or incurred by the Landlord and such covenant shall further
provide that:-
(a) no neglect or forbearance of the Landlord in endeavouring to obtain
payment of the Rent the Service Charge the Insurance Rent the Advance Service
Charge the Telephone Charge or the Private Charge hereby reserved or other
moneys when the same become due or delay in taking steps to enforce
performance or observance of the covenants on the Tenant's part herein or
therein contained
(b) nor any refusal by the Landlord to accept the Rent the Service Charge
the Insurance Rent the Advance Service Charge the Telephone Charge or the
Private Charge tendered by or on behalf of the Tenant during a period in
which the Landlord is entitled or would after service of a notice under
Section 146 of the Law of Property Act 1925 be entitled to re-enter the
demised premises
(c) nor any time which may be given by the Landlord to the Tenant
(d) nor any variation by agreement between the Landlord and the Tenant of
the terms of this Lease or any extension thereof where such variation is
immaterial and not prejudicial to the sureties
(e) nor any other act or thing whereby but for this provision the sureties
would have been released
shall release or exonerate or in any way lessen or affect the liability of
the sureties AND such deed shall further provide for the sureties jointly and
severally to covenant
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with the Landlord that in the event of the intending assignee during the
Term (or any extension thereof pursuant to notice served under the
provisions of the Landlord and Tenant Act 1954) having a receiving order
made against the intending assignee or entering into liquidation and the
receiver or liquidator disclaiming this Lease or extension thereof the
sureties will accept a new lease of the demised premises for a term
equal in duration to the residue remaining unexpired of the Term or of
the term of the extension thereof at the time of the grant of such lease
to the sureties such lease to contain the like Landlord's and the
Tenant's covenants respectively and the proviso for re-entry as are
contained in this Lease PROVIDED ALWAYS that the Landlord within the
period of six (6) months after such disclaimer serves upon the sureties
a notice in writing so to do AND in such case the sureties shall pay the
Landlord's reasonable legal and surveyors' costs and fees and
disbursements necessarily incurred on the grant of such lease or
underlease and execute and deliver to the Landlord a counterpart thereof
3:10:5 Notwithstanding anything herein contained and subject to and without
prejudice to the express provisions of Clause 3:10 hereof hereinbefore
contained the Tenant shall not create or permit the creation of any
interest derived out of the Term howsoever remote or inferior upon the
payment of a fine or premium or at a rent less than the Rent or the full
market rent (obtainable without taking a fine or premium) of the demised
premises (whichever shall be the greater) or whereunder any rent is
payable more than one quarter in advance or whereby the rent is not
subject to review on the Review Dates specified in Clause 1 of the
Fourth Schedule hereto (such review to be in identical terms to the
provisions of the Fourth Schedule hereto) and shall not create or permit
the creation of any such derivative interest as aforesaid save by
instrument in writing
3:10:6 Within twenty-eight days of any permitted assignment charge or
underletting of the whole of the demised premises or any transmission of
this Lease by reason of a death or otherwise affecting the demised
premises or any part thereof the Tenant shall submit two certified
copies of such assignment charge or counterpart underlease or other
document evidencing or effecting the same (as the case may be) to the
Landlord's Solicitors (for retention by the Landlord and the Superior
Landlord respectively) and shall pay to such Solicitors their reasonable
fees (not being less than L30.00 (Plus VAT)) for the registration
thereof together with the reasonable registration fees payable to the
Superior Landlord (or its Managing Agents) and as prescribed or referred
to in the Superior Leases
3:11:1 Not to make any alterations or additions whatsoever to the demised
premises externally or internally except what the Tenant may with the
Landlord's and the Superior Landlord's prior written consent (which
shall not be unreasonably withheld or delayed) carry out internal
non-structural alterations which do not result in a material increase in
the net lettable area of the demised premises
3:11:2 Without prejudice to the generality of Clause 3:11:1 hereof not to alter
amend or add to the electrical circuits wiring and fittings within the
demised premises
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or solely serving the demised premises without the Landlord's prior
written consent which shall not be unreasonably withheld or delayed
Provided that the Landlord may as a condition of such consent require
the Tenant to produce to the Landlord following completion of any such
works a certificate signed by a competent electrician that any such
works have been carried out in accordance with and the electrical
installations at the demised premises have been inspected and tested
(following completion of such works) in accordance with the current
requirements regulations and conditions of the Electricity Supply
Authority and has been found to be satisfactory
3:11:3 Not to merge the demised premises with any adjoining units within the
Building
3:12 Not to overload the floors or structures of the demised premises or the
Building or permit or suffer the same to be used in any manner which will
cause undue strain or interfere therewith and not to install or permit to
be installed any machinery on the demised premises which shall be unduly
noisy or cause dangerous vibrations or to use or permit or suffer to be
used on the demised premises or any part thereof in such manner as to
subject the same to any strain beyond that which it is designed to bear
3:13 Not to place or display outside the demised premises or inside the demised
premises so as to be visible from the outside any poster placard notice
advertisement name or sign other than such as shall be approved in writing
by the Landlord (such approval not to be unreasonably withheld or delayed)
giving the name of the Tenant and nature of the Tenant's business within
the locational signboard in the entrance lobby to the Building
3:14 Not to do anything upon the demised premises which is or may in the opinion
of the Landlord become a nuisance damage or annoyance to the Landlord or to
the tenants or occupiers of the Building or any nearby premises
3:15:1 Not to use the whole or any part of the demised premises
3:15:1:1 For any illegal or immoral purposes
3:15:1:2 For any dangerous noxious noisy noisome or offensive trade business
occupation or manufacture
3:15:1:3 For any social business functions within the Permitted Hours or any
social functions unconnected with the Tenant's business at any time
3:15:1:4 For any purpose other than the Permitted Use
3:15:1:5 otherwise than during the Permitted Hours
3:15:2 Provided Always and the Tenant hereby acknowledges and admits that
notwithstanding the foregoing provisions as to use of the demised
premises the Landlord does not thereby or in any other way give or
make nor has given or
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made at any other time any representation or warranty that any
such use is or will be permitted within the provisions of the
legislation currently in force relating to Town and Country
Planning
3:15:3 Not to leave the demised premises continuously unoccupied for
more than one month without:-
3:15:3:1 notifying the Landlord in writing
3:15:3:2 providing such security arrangements as the Landlord shall
reasonably require
3:15:3:3 providing such security or other arrangements as the insurers of
the Building shall require in order to protect the demised
premises from vandalism theft damage or unlawful occupation
3:15:4 Not to play or use in the demised premises any musical
instrument loudspeakers tape recorder gramophone radio or other
equipment or apparatus that produces sound that may be heard in
nearby premises or outside the demised premises
3:15:5 Not to hold any sale or auction on the demised premises
3:15:6 Not to do on the demised premises or any part thereof or the
Building or any part hereof any act matter or thing whatsoever
which may or may tend to depreciate the value of the demised
premises or the Building or which may be or tend to be
detrimental to the letting of the same or individual units
therein
3:16 Not to store or bring upon the demised premises or any part
thereof any articles or substance of a specially combustible
inflammable explosive or dangerous nature other than those used by the
Tenant in the usual course of its business at the demised premises and
to comply with all recommendations of any Fire Officer and of the
Insurers of the Building as to fire precautions relating to the
demised premises
3:17:1 Not to bring or permit or suffer to be brought in or upon the
demised premises or any part thereof any goods nor to do or
permit or suffer to be done in or upon the demised premises of
any part thereof anything which in either case may invalidate
any insurance for the time being effected on the demised
premises or any part thereof or the Building or whereby any such
insurance may be in any way affected or made void or voidable
nor without the consent of the Landlord to do or allow to be
done anything whereby any additional premium may become payable
for he insurance of the demised premises or any other part of
the Building and to repay to the Landlord on demand all sums
paid by way of increased premiums and all expenses incurred by
it in consequence of a breach of this sub-clause
3:17:2 To keep the demised premises sufficiently supplied and equipped
with such fire fighting and extinguishing appliances as shall
from time to time be required by law or by the Local or other
competent authority or by the
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Landlord's insurers of the Building and not to obstruct or permit or
suffer to be obstructed the access to or means of working such
appliances or the means of escape from the demised premises in the
case of fire or other emergency
3:18 Not to stop up or obstruct or permit or suffer to be stopped up or
obstructed in any way whatsoever or permit or suffer oil grease or other
deleterious or noxious matter or substance to enter the drains sewers
gutters pipes channels or watercourses of or serving the demised premises
or the Building and in the event of any breach of this covenant by the
Tenant forthwith to make good any damage to the reasonable satisfaction of
the Landlord
3:19 Not to overload or permit or suffer to be overloaded the electrical system
serving the demised premises or the Building (whether serving the same
exclusively or in common with adjoining or neighbouring units in the
Building)
3:20 Within seven days of the receipt of notice of the same to give full
particulars to the Landlord of any notice direction licence consent or
permission or order or proposal for a notice or order relating to the
demised premises made given or issued to the Tenant by any government
department local or public authority under or by virtue of any statutory
powers and to produce such notice direction licence consent or permission
or order or proposal for a notice or order to the Landlord AND ALSO without
delay to take all necessary steps to comply with the same AND ALSO at the
request of the Landlord to make or join with the Landlord in making such
objections or representations against or in respect of any such notice
direction licence consent or permission or order or proposal as aforesaid
as the Landlord shall deem reasonably expedient
3:21 To be responsible for and to indemnify the Landlord against all damage
occasioned to any part of the Building or to any person chattel or
property (whether or not upon the demised premises) caused by any act
default or negligence of the Tenant or the servants agents or licensees of
the Tenant
3:22:1 At all times to comply with the requirements of the Planning Acts
insofar as they affect the demised premises and in particular (but
without prejudice to the generality of the foregoing) so often as
occasion shall require at the expense in all respects of the Tenant to
obtain from the Local Authority the Local Planning Authority and/or
the Secretary of State for the Environment (or other appropriate
Minister) all such licences consents and permissions (if any) as may
be required for the carrying out by the Tenant of any operations on
the demised premises or the institution or continuance by the Tenant
of any use thereof which may constitute development within the
meaning of the Planning Acts
3:22:2 Not without the prior written consent of the Landlord (which shall
not be unreasonably withheld or delayed) to apply for permission to
carry out on the demised premises any development requiring
permission under the Planning Acts and upon obtaining any such
permission immediately to produce the same to the Landlord
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3:22:3 Not without the prior written consent of the Landlord (which shall not
be unreasonably withheld or delayed) to implement any planning
permission relating to the demised premises
3:22:4 To comply with any conditions attached to any temporary planning
permission that the Tenant implements and which are intended to be
complied with when the demised premises cease to be used in accordance
with such planning permission even though the period for which the
permission was granted extends beyond the date of termination of this
Lease
3:22:5 Forthwith upon receipt of any notice relating to the development of the
demised premises or any neighbouring property to deliver a copy thereof
to the Landlord and if so required by the Landlord to join with the
Landlord in making representations concerning the same
3:22:6 Whenever reasonably required to permit the Landlord to enter upon the
demised premises to comply with any requirement lawfully made of it
under the Planning Acts by any competent authority notwithstanding that
any action reasonably necessary for compliance interferes with the
Tenant's enjoyment of the demised premises
3:22:7 At all times hereafter to indemnify and keep indemnified the Landlord
against all actions proceedings costs expenses claims and demands in
respect of any contravention of the provisions of the Planning Acts
3:22:8 For the purposes of this sub-clause "the Planning Acts" shall mean the
Town and Country Planning Act 1990 the Planning (Listed Buildings and
Conservation Areas) Act 1990 and the Planning and Compensation Act 1991
and the rules regulations and orders which are either made under one of
them or are continued by the Planning (Consequential Provisions) Act
1990 as they apply from time to time
3:23:1 To preserve so far as the Tenant is able all rights of light and other
easements enjoyed by the demised premises and at all times at the
Tenant's cost to afford to the Landlord such facilities and assistance
as may enable the Landlord to prevent anyone acquiring any right of
light or other easement over the demised premises and/or the Building
and in addition but without prejudice to the generality of the foregoing
to permit the Landlord to bring all such actions as it may reasonably
and properly think fit in the name of the Tenant in respect of any
obstruction of the access of light or air to any windows or openings in
the demised premises or in respect of any encroachment upon the demised
premises or the obstruction of any other easement enjoyed by the demised
premises
3:23:2 Without prejudice to the generality of Clause 3:23:1 hereof not to give
to any third party any acknowledgment that the Tenant enjoys the access
of light or air to any of the windows or openings in the demised
premises by the consent of such third party or to pay any sum of money
to or to enter into any
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agreement with such third party for the purpose of inducing or
binding him to abstain from obstructing the access of light or air
to any such windows or openings and in the event of any such third
party doing or threatening to do anything which obstructs or would
obstruct such access of light or air to notify the same forthwith in
writing to the Landlord
3:24:1 To pay the Landlord's reasonable and proper expenses (including
legal costs bailiffs fees and Surveyor's fees) incidental to any
notice or proceedings preparatory to forfeiture of this Lease for a
breach of its terms even if forfeiture is avoided without a Court
Order
3:24:2 To pay the Landlord's reasonable and proper expenses (including
legal costs and Surveyor's fees) properly incurred by the Landlord
incidental to the preparation and service of any notice and/or
Schedule relating to a Schedule of Dilapidations and whether or not
the same is served during or after the expiry of the Term (howsoever
determined) but relating in all cases only to dilapidations which
accrued prior to the expiry of the Term
3:24:3 In the event of the Tenant committing any material breach of any
covenant on the part of the Tenant herein contained whether for
payment of rent or otherwise then if the Landlord shall incur any
expenses (including legal costs bailiffs fees and Surveyor's fees)
to fully and effectively indemnify the Landlord in respect thereof
3:25 Not to store either permanently or temporarily any goods in the Building
other than within the demised premises or (in respect of refuse only) in
the Bin Store located in the basement of the Building
3:26 To comply with the Landlord's reasonable regulations which may be imposed
from time to time by the Landlord for the proper and efficient management
of the Building (including the demised premises) together with the
Superior Landlords regulations as referred to in Clause 3(10) of the
Superior Lease Provided that nothing in any regulations imposed by the
Landlord shall purport to amend the terms of this Lease and in the event
of any inconsistency between the terms of this Lease and any such
regulations the terms of this Lease shall prevail
3:27:1 Not to obstruct or otherwise prevent the use by the Landlord or any
others entitled thereto of the Common Parts including (without
prejudice to the generality of the foregoing) the Pedestrian Public
Access Areas and the Emergency Vehicular Public Access Areas defined
in the Superior Lease
3:27:2 Without prejudice to the generality of Clause 3:27:1 hereof not to
load or unload any goods or materials onto or from vehicles and
convey the same from and into the Building and the demised premises
except through such entrances as may from time to time be designated
by the Landlord (acting reasonably) as service entrances and by
means of any lift designated from time to time by the Landlord for
such purposes
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3:28 To take all reasonable precautions to prevent the occurrence or outbreak
(as the case may be) of any fire explosion or other occurrence which might
cause damage to the demised premises or the Building
3:29 If at any time the Tenant is entitled to the benefit of any insurance on
the demised premises or any part or parts thereof or on the Landlord's
fixtures and fittings therein the Tenant shall without delay apply all
monies received by virtue of such insurance in making good the loss or
damage in respect of which the same shall have been received
3:30 Upon the expiry of the Term (howsoever determined) to give up all keys of
the demised premises to the Landlord
3:31 To use the Common Parts for their proper purposes only and to indemnify the
Landlord against the costs of making good any damage done thereto by the
Tenant or any employee or Licensee of the Tenant
3:32 Not to keep any animals whatsoever in the demised premises
3:33:1 Not to do anything which interferes with the heating cooling or
ventilation of the Common Parts or which imposes an additional load on
any heating cooling or ventilation plant and equipment in the Building
3:33:2 Not to operate the ventilation equipment in the demised premises
otherwise than:-
3:33:2:1 during the Permitted Hours
3:33:2:2 in accordance with the reasonable regulations for such purpose made by
the Landlord from time to time
3:34 To permit the Landlord at any time during the last six months of the Term
to enter upon the demised premises to affix and retain without interference
upon any part of the demised premises a notice for selling or disposing of
the same PROVIDED ALWAYS that such notice shall not obstruct or interfere
unreasonably with the Tenants use of the demised premises And to permit
persons with authority from the Landlord or the Agent of the Landlord at
all reasonable times of the day but upon prior appointment to enter and
view the demised premises or any part thereof
3:35 To pay in addition to any monies due from the Tenant under the provisions
of this Lease such Value Added Tax (at the rate for the time being in
force) as shall be chargeable in respect of any such monies all of which
shall be deemed exclusive of Value Added Tax
3:36 Throughout the period from and including 1st October to and including 30th
April in every year of the Term to provide and maintain during the
Permitted Hours an air temperature within the demised premises of not less
than 65 degrees centigrade
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whether or not the demised premises are unoccupied temporarily or
otherwise for any periods during the Term
3:37 To comply at all times with the additional covenants (if any) set
forth in the Third Schedule hereto
3:38 To indemnify the Landlord against any liability arising directly or
indirectly out of the Tenants occupation and/or use of the demised
premises
3:39 Not to use or permit or suffer to be used any parking spaces within
the Building (or the curtilage thereof and whether forming part of the
demised premises or the Common Parts) other than the Car Parking
Spaces for the temporary parking (meaning parking for a period not
exceeding 8 hours in any 24 hour period) of motor vehicles Provided
that:-
3:39:1 No motor vehicles shall be parked within the Building (as aforesaid)
other than those serving the demised premises
3:39:2 All motor vehicles shall be parked in the relevant Car Parking Spaces
in a proper orderly and tidy manner
3:40 To give to the Landlord at least 2 weeks prior notice in writing of
any creditors meeting intended to be held for the purpose of
considering or implementing any compromise or proposal under the
provisions of the Insolvency Act 1986
3:41 Not to lodge with the district valuer or the Local Authority any
appeal in respect of the rateable value of the demised premises (or
any similar valuation of the same for the purposes of assessing
premises for liability as to rates or any similar tax or outgoing
replacing the same from time to time) without the consent in writing
of the Landlord and if reasonably required by the Landlord to allow
the Landlord to conduct any such appeal as agent for and at the cost
in all respects of the Tenant
3:42 To indemnify the Landlord against all rates (or any similar tax or
outgoing replacing the same from time to time) which are payable by
the Landlord as a result of the Tenant vacating the demised premises
at any date prior to the termination of the Term to the intent that
this sub-clause shall remain in force notwithstanding such termination
3:43 If the Landlord should suffer any loss of rating relief which may be
applicable to empty premises after the termination of the Term by
reason of such relief being allowed to the Tenant in respect of any
period before such termination to immediately make good such loss to
the Landlord on demand
3:44 Upon making any application for any written consent or approval of the
Landlord which is required by this Lease to declare to and provide the
Landlord with such information as the Landlord shall reasonably
require
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3:45 To pay the Landlord's reasonable and proper legal expenses and Surveyor's
fees (including disbursements and Stamp Duty) on all licences and duplicate
copies thereof resulting from all applications to the Landlord for any
consent or approval of the Landlord required by this Lease including
charges fees and disbursements actually incurred in cases where consent is
refused or the application is withdrawn
3:46 To observe and perform the covenants and the conditions on the part of the
lessee contained in the Superior Lease (except insofar as the same relate
to matters of repair and maintenance but without prejudice to the Tenant's
obligations in respect of such matters hereinbefore contained) so far as
the same relate to the demised premises and except insofar also as the
Landlord expressly covenants in this Lease to observe and perform the same
and to indemnify the Landlord from and against any actions proceedings
claims damages costs expenses losses or other liability arising from any
breach non-observance or non-performance of such covenants and conditions
and furthermore not to do omit suffer or permit in relation to the demised
premises any act or thing which would or might cause the Landlord to be in
breach of the Superior Lease or which if done omitted suffered or permitted
by the Landlord would or might constitute a breach of the covenants on the
part of the lessee and the conditions contained in the Superior Lease
4. The Landlord HEREBY COVENANTS with the Tenant that:-
4:1 The Tenant paying the rents hereinbefore reserved and observing and
performing the several covenants conditions agreements and stipulations on
the part of the Tenant hereinbefore contained shall and may peaceably and
quietly hold and enjoy the demised premises during the Term without
interruption or disturbance from or by the Landlord or any person or
persons rightfully claiming by through under or in trust for the Landlord
or by title paramount
4:2 To keep in a good and substantial state of repair and condition the Common
Parts (damage by fire and other perils specified in Clause 3 of the Eighth
Schedule hereto excepted)
4:3 To insure or cause to be insured the Building in accordance with the
provisions of the Eighth Schedule hereto Provided that the Landlord shall
not be obliged to insure or cause to be insured any fixtures and fittings
which may be installed by the Tenant in the demised premises and which may
become fixtures and fittings of the Landlord until the Tenant has in
writing informed the Landlord of the re-instatement value thereof but the
Landlord may in its discretion increase the amount of insurance in respect
of such fixtures and fittings
4:4 If the demised premises shall be destroyed or damaged by any of the risks
specified in Clause 3 of the Eighth Schedule hereto then (unless any such
insurance shall be vitiated or payment of the Policy monies refused in
whole or in part in consequence of any act or default of or permitted by
the Tenant) the Landlord will as soon as reasonably practicable re-instate
or repair such destruction or damage Provided that as regards fixtures and
fittings which have been installed by the Tenant and become fixtures and
fittings of the Landlord the Landlord shall only be responsible to
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<PAGE> 22
re-instate or repair the same to the extent of the re-instatement value
thereof notified by the Tenant to the Landlord pursuant to Clause 4:3
hereof or (if any) to the amount of the increased insurance thereof
effected at the discretion of the Landlord
4:5 Subject to the Tenant duly and punctually paying the Advance Service
Charge to provide the services specified in the Fifth Schedule hereto
for the benefit of the demised premises
4:6 To pay the rent reserved by the Superior Lease (if demanded) and to
perform so far as the Tenant or any other tenant or occupier within the
Building is not liable for such performance under the terms of this
Lease or any other lease of any part of the Building or otherwise (as
appropriate) the covenants and the conditions on the part of the lessee
contained in the Superior Lease and to indemnify the Tenant from and
against all actions claims proceedings costs expenses and demands
incurred by the Tenant as a result of any failure by the Landlord so to
do
4:7 At the request and cost of the Tenant to use its best endeavours to
enforce:-
4:7:1 the covenants on the part of the Superior Landlord contained in the
Superior Lease
4:7:2 the covenant on the part of other tenants occupiers of the Building
(other than the demised premises) contained in their respective leases
of the relevant parts of the Building provided that the Tenant shall
upon the Landlord's reasonable demand in that behalf deposit with the
Landlord such security for costs incurred or to be incurred by the
Landlord in respect thereof as the Landlord shall reasonably require
4:8 To use its reasonable endeavours to obtain the consent of the Superior
Landlord whenever the Tenant makes application for any consent required
under this Lease where the consent of both the landlord and the Superior
Landlord is needed by virtue of the Lease and the Superior Lease
5. PROVIDED ALWAYS and notwithstanding anything hereinbefore contained to
the contrary:-
5:1 That if the rents hereby reserved or any part thereof or following an
assignment of this Lease by the said Visual Communications Limited the
Telephone Charge and/or the Private Charge or any part thereof
respectively shall be unpaid for the space of 14 days next after any of
the days hereinbefore appointed for payment thereof (whether such rents
shall have been legally demanded or not) or if default shall be made in
the performance or observance of any of the covenants stipulations
conditions or agreements on the part of the Tenant herein contained or
if the Tenant being a Company shall go into liquidation whether
compulsory or voluntary (otherwise than for the purpose of amalgamation
or reconstruction without insolvency) or shall pass a resolution for
winding up (save as aforesaid) or is unable to pay its debts or has no
reasonable prospect of being able to pay its debts within the meaning of
Sections 122 and 123 of the Insolvency Act 1986 or summons a meeting of
its creditors or any of them under Part I of the said Act or suffers a
petition for an Administration Order in respect of it to be filed in
Court or suffers a receiver or administrative receiver to be
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appointed or if the Tenant being an individual (or being individuals any
one of them) shall become bankrupt or is unable to pay his debts or has no
reasonable prospect of being able to pay his debts within the meaning of
Sections 267 and 268 of the said Insolvency Act or shall enter into any
composition with his or their creditors or if the Tenant shall suffer any
distress or execution to be levied upon his or their goods or if an
interim order is made under Part VIII of the said Insolvency Act then and
in any such case it shall be lawful for the Landlord or any person or
persons duly authorised by it in that behalf into and upon the demised
premises or any part thereof in the name of the whole to re-enter and the
same to have again repossess and enjoy as in it first and former estate
anything herein contained to the contrary notwithstanding and thereupon
the Term shall immediately cease but without prejudice to any right of
action or remedy of the Landlord in respect of any antecedent breach of
any of the covenants stipulations conditions or agreements on the part of
the Tenant herein contained
5:2 The Tenant shall not (save as hereinbefore is expressly granted to it and
then subject to the rights herein reserved to the Landlord and the
Superior Landlord and the rights subject to which this demise is made) be
entitled to any right of light air way or other easement or to exercise
any right or other easement over or against the Building or any adjoining
or neighbouring property of the Landlord and/or the Superior Landlord and
this Lease shall be deemed expressly to preclude the grant of any such
right of easement
5:3 If the demised premises or any part thereof or the access thereto are
destroyed or damaged by any of the risks specified in Clause 3 of the
English Schedule hereto or because of an Inherent Defect so as to render
the demised premises unfit or unsafe for occupation or sue and the demised
premises are not rendered fit and safe for occupation or use within seven
days of the event giving rise to such destruction or damage then (unless
any insurance effected or caused to be effected by the Landlord shall have
been vitiated or payment of the policy monies refused in whole or in part
in consequence of some act or default of or permitted by the Tenant) (a)
the yearly rent hereby Firstly reserved and for the time being payable
hereunder or a fair proportion thereof according to the nature and extent
to the damage sustained shall be suspended from the expiration of such
seven days until the demised premises shall be again rendered fit and safe
for occupation and use or until the expiration of 3 years from such date
whichever shall be the earlier and (b) the rent hereby secondly reserved
and for the time being payable hereunder or a fair proportion thereof
according to the nature and extent of the damage sustained shall be
suspended from the expiration of such seven days until the demised
premises shall be again rendered fit and safe for occupation and use or
until the expiration of 3 years from such date whichever shall be the
earlier but so that the Tenant shall remain liable to pay any balance due
in respect of such rent for any period prior to the expiration of such
seven days when the same shall have been certified AND in case of any
difference between the parties under this present sub-clause the same shall
be referred to an independent surveyor acting as an expert and not as an
arbitrator to be agreed upon by the Landlord and by the Tenant or (in the
event of failure so to agree) to be nominated on the application of either
party by the President of the Royal Institution of Chartered Surveyors or
his deputy and the decision of that independent surveyor
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<PAGE> 24
(including any decision as to the costs of the determination) shall be
final and binding on the parties Provided that in the event of any such
damage to or disturbance of the demised premises or the access thereto not
being made good so as to render the demised premises fit and safe for
occupation or use within three years of the date of occurrence of the same
either party may within six months thereafter (time being of the essence)
determine the Lease by giving to the other notice in writing pursuant to
this clause and upon service of any such notice this Lease and the Term
shall immediately expire and determine but without prejudice to the rights
and remedies of either party against the other in respect of any antecedent
breach or non-observance of any of the provisions of this Lease and in the
event of service of such a notice the said period of three years
hereinbefore referred to shall be extended to the expiration of the Term
5:4 Subject to the provisions of Section 38(2) of the Landlord and Tenant Act
1954 neither the Tenant nor any assignee of the Tenant shall be entitled on
quitting the demised premises to any compensation under Section 37 of the
same Act
5:5 All monies received in respect of loss of rents by virtue of any policy of
insurance effected or caused to be effected by the Landlord shall be paid
to the Landlord for its own use and benefit
5:6 Notwithstanding anything herein contained the Landlord shall not be
responsible for any delay or failure in connection with the performance or
observance of its obligations herein contained or implied or for any
omission to perform the same nor for any loss or inconvenience arising from
any such delay failure or omission if such delay failure or omission shall
be due to causes beyond the control of the Landlord or if the Landlord has
not been at fault or negligent nor shall the Landlord be responsible to the
Tenant or the Tenant's licensees servants agents or other persons in the
demised premises or calling upon the Tenant for any accident happening or
injury suffered or damage to or loss of any chattel or property sustained
on the demised premises or in the Building
5:7 The Landlord shall be entitled to alter add to execute works on and rebuild
the Landlord's adjoining and nearby suites situated in the Building
notwithstanding that the access of light and air to the demised premises
may be interfered with Provided that the Landlord shall cause as little
damage and/or disturbance as practicable and shall as soon as practicable
make good all damage to the demised premises caused by its works to the
reasonable satisfaction of the Tenant but shall not otherwise be liable for
any damage or inconvenience caused to the Tenant
5:8 If at the end of the Term any furniture or effects belonging to the Tenant
are left in the demised premises for more than seven days the Landlord
shall have power to sell the same as agent for and on behalf of the Tenant
and the Landlord shall on demand pay or account to the Tenant for the
proceeds of sale (but not any interest thereon) less any costs of storage
and sale reasonably incurred by the Landlord and the Tenant will indemnify
the Landlord against any liability incurred by the Landlord to any third
party whose property shall have been sold by the Landlord in the mistaken
belief held in good faith (which shall be presumed unless the contrary be
proved) that such
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property belonged to the Tenant
5:9 Each of the Tenant's covenants herein contained shall remain in full
force both at law and in equity notwithstanding that the Landlord shall
have waived or released temporarily or permanently revocably or
irrevocable or otherwise howsoever a similar covenant or similar
covenants affecting adjoining or neighbouring suites within the Building
5:10:1 If any part of the rents sums or other payments payable hereunder
(including for the avoidance of doubt the Service Charge the Insurance
Rent and the Advance Service Charge) shall be in arrear for twenty-one
days whether legally demanded or not it shall be lawful for the Landlord
to enter into and upon the demised premises or any part thereof and
distrain and the distress or distresses then and there found to dispose
of in due course of law and to apply the proceeds thereof in or towards
payment of the said rents sums or other payments so in arrear and all
costs charges and expenses occasioned by the non-payment thereof and so
that the power of the Landlord to distrain upon the demised premises for
rents or other monies in arrear shall extend to and include any Tenant's
fixtures and fittings not otherwise by law distrainable which may from
time to time be thereon
5:10:2 If any rent or other payments referred to in Clause 5:10:1 hereof shall
be in arrear for more than twenty-one days beyond the days appointed for
payment (whether formally demanded or not) and shall be paid only after
the Landlord or the Landlords Solicitors have instructed or caused
distress to be levied therefor then the Tenant shall pay to the Landlord
within 21 days of written demand the Landlords reasonable Solicitors
costs and expenses incurred by reason of the foregoing including but
without prejudice to the generality of the foregoing Bailiff's fees and
commission
5:11 The internal division walls that divide the demised premises from the
adjoining suites in the Building shall be deemed to be party walls
within the meaning of Section 38 of the Law of Property Act 1925 and
shall be maintained at the equally shared expense of the Tenant and the
tenants of such adjoining suites
5:12 The Tenant hereby warrants and acknowledges:-
5:12:1 that prior to the execution of this Lease the Tenant has disclosed to
the Landlord in writing any conviction judgment or finding of any Court
or tribunal relating to the Tenant (or any director or officer or major
shareholder of the Tenant) of such a nature as to be likely to affect
the decision of any insurer or underwriter to grant or to continue
insurance of the demised premises and/or the Building
5:12:2 that this Lease has not been entered into in reliance wholly or
partially on any statement or representation made by or on behalf of the
Landlord except any such statement or representation that is expressly
set out in this Lease or in the Landlord's Solicitors' replies to the
Tenant's Solicitors' enquiries raised
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before the grant hereof
5:13 This Lease embodies the entire understanding of the parties relating to
the demised premises and to all the matters dealt with by any of the
provisions of this Lease
5:14 The Schedules to this Lease shall be deemed to be incorporated in this
Lease and form part hereof
5:15 The index to this Lease shall not be taken into account for the purpose
of its construction or interpretation
5:16 Any Notice under this Lease shall be in writing. Any Notice to the
Landlord shall be sufficiently served if sent by registered or recorded
delivery post addressed to the registered office or such other address
as the Landlord may from time to time designate for such purpose. Any
Notice to the Tenant who is a Company shall be sufficiently served if
delivered personally (by the Landlord's employee servant or agent) to or
sent by registered or recorded delivery post addressed to its registered
office or to the demised premises and in the case of a Tenant who is not
a Company if delivered to the Tenant (or if more than one the first
named) personally (as aforesaid) or sent to the Tenant (or if more than
one the first named) by registered or recorded delivery post addressed
to the Tenant at the demised premises or to the Tenant's last known
address in Great Britain or Ireland (whether Eire or Northern Ireland)
6:1 The Tenant shall be entitled to determine this lease on the Break Date
by giving to the Landlord at least six months previous written notice
6:2 In the case of a notice by the Tenant it shall be a pre-condition that
there is not any material outstanding breach of any of the Tenants
covenants contained in this Lease or that any breach of covenant by the
Tenant that may have occurred has so far as possible been remedied so
that no material prejudice to the Landlord has resulted
6:3 Upon the expiry of any such notice as aforesaid provided that upon the
expiry thereof in the case of a notice by the Tenant there shall be no
arrears of the Rent the Service Charge (provided that the same shall not
be the subject of a material dispute) the Insurance Rent or the Advance
Service Charge or following an assignment of the Lease by the said
Visual communications Limited the Telephone Charge and/or the Private
Charge and upon the Tenant giving up vacant possession of the demised
premises (subject to clause 6:4 below) this Lease shall expire and
determine but without prejudice to the rights and remedies of either
party against the other in respect of any antecedent breach or
non-observance of any of the provisions of this Lease
6:4 In the event of the parties entering into new arrangements under which
the Tenant is to be entitled to remain in occupation following the
expiry and determination of this Lease such new arrangements shall not
prejudice the validity of any notice served under the provisions of this
clause
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7. IT IS HEREBY AGREED that the provision of Section 24 to 28 (inclusive)
of the Landlord and Tenant Act 1954 shall not apply to this demise
which agreement has been authorised by an Order of the Central London
County Court dated the ___, day of _______ 1995 under the provisions
of Section 38(4) of the Landlord and Tenant Act 1954
IN WITNESS whereof the Landlord the Tenant have respectively executed and
delivered this Lease as a Deed in both cases the day and year first before
written
THE FIRST SCHEDULE
1. The Landlord: INNOVATION LAND & ESTATES LIMITED whose registered
office is situate at 16 Wimpole Street London W1
(Company No. 3037194)
2. The Tenant: VISUAL COMMUNICATIONS LIMITED (Company
Registration Number 320338) whose registered
office is situate at Visual House 1 Mastmaker
Road London E14 9WT
3. The Demised Premises ALL THAT office suite situate on the Third Floor
of the Building as the same is shown edged red on
plan number 1 annexed hereto together with the Car
Parking Spaces
4. The Rent: With effect from the date hereof until and
including the 24th April 1996 one peppercorn (if
demanded) and thereafter from and including the
25th April 1996 the sum of Twenty seven thousand
one hundred pounds (L27,100.00) per annum payable
by equal quarterly payments in advance on the
usual quarter days in each year of the Term the
first payment in respect of the period from and
including the 25th April 1996 to and including the
23rd June 1996 to be made on the 25th March 1996.
The Rent is subject to review in accordance with
the provisions of the Fourth Schedule hereto
5. The Term: A term from and including the date hereof and
expiring on 12th December 2002
6. The Service Charge: Such periodic sum as may be determined by the
Landlord's Surveyor pursuant to the provisions of
the
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