UK-London-57/58 St. James' Street Lease - Friends' Provident Life Office and Ibis (505) Ltd.
FRIENDS' PROVIDENT LIFE OFFICE
- to -
IBIS (505) LIMITED
LEASE
-of-
First floor office premises and Apartment 2 on the sixth floor at
Cassini House 57/58 St James's Street
London SW1
WP Ref: DG442
Draft Date: 28.10.1999
FRIENDS' PROVIDENT LIFE OFFICE
LEGAL DEPARTMENT
PIXHAM END
DORKING
SURREY RH4 1QA
TELEPHONE: 01306-654904
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H M LAND REGISTRY
LAND REGISTRATION ACTS 1925 TO 1986
LEASE OF PART
London Borough : City of Westminster
Landlord's Title Number : LN 26420 LN 27480 and 282196
Premises : Cassini House 57/58 St. James's Street
London SW1
Premises demised by this Lease : First Floor Offices and Apartment 2 on
the Sixth Floor Cassini House 57/58
St. James's Street London SW1
Date : 1999
1. Particulars
Landlord FRIENDS PROVIDENT LIFE OFFICE whose
principal office is at Pixham End
Dorking Surrey RH4 1QA
Tenant IBIS (505) LIMITED registered in England
under number 3797329) whose registered
office is at 2 Serjeants' Inn London
EC4Y 1LT
Permitted Use high quality offices as to the Offices
and residential or uses ancillary to the
Offices as to the Apartment
Premises Firstly the offices on the first floor
of the Building shown for the purpose of
identification only edged red on Plan 1
and secondly
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Apartment 2 on the sixth floor of the
Building shown for the purpose of
identification only edged red on Plan 2
Rent (Pounds)474,157 (FOUR HUNDRED AND
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SEVENTY-FOUR THOUSAND ONE HUNDRED AND
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FIFTY SEVEN POUNDS) per year subject to
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review in accordance with the Third
Schedule
Rent Commencement Date the 15th May 2000
Review Dates the day of November 2004
the day of November 2009
the day of November 2014
and any reference to a Review Date shall
be to the relevant Review Date
Service Charge the day of November 1999
Commencement Date
Term from and including the 1999 to and
including 24th December 2017
2. Definitions and Interpretation
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In this Lease the terms defined in Clauses 1 and 2 hereof and in Part A of
the Second Schedule and in paragraph 1 of the Third Schedule have the
meanings specified therein unless something in the subject or context is
inconsistent therewith
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"Accountant" any person or firm professionally
qualified as a chartered accountant
appointed by the Landlord (including an
employee of the Landlord or a Group
Company) to perform any of the functions
of the Accountant under this Lease
"Acts of Terrorism" has the meaning given by Section 2(2) of
the Reinsurance (Acts of Terrorism) Act
1993
"Apartment" that part of the Premises secondly
described in the Particulars
"Approved" "Authorized" or "Consent" refers to the previous approval
authorization or consent in writing on
behalf of the Landlord
"Building" the land and buildings now known as
Cassini House, 57/58 St James's Street,
London SWI together with the basement
car park
"Car Park" the car park in the basement of the
Building
"Common Parts" any halls the atrium corridors landings
pedestrian ways circulation areas
staircases lifts hoists and ramps
forecourts paths open areas lightwells
lavatories provided from time to time
for the benefit of persons using the
Building or other premises or amenities
provided for the benefit of the
occupiers of the Building but excluding
the Lettable Units
"Development" has the meaning given by Section 55 of
the Town and Country Planning Act 1990
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"Group Company" a company which is for the time being a
subsidiary of the Tenant the holding
company of the Tenant or which is
another subsidiary of the holding
company of the Tenant (in each case
within the meaning of Section 736 of the
Companies Act 1985) or which is an
associated company of the Tenant
(meaning a company of which one tenth or
more of the equity share capital (as
defined by Section 744 of the Companies
Act 1985 as originally enacted) is
beneficially owned by the Tenant its
holding company or any subsidiary of the
Tenant if its holding company or any
subsidiary of the associated company
"Insurance Rent" the sum:
equal to a fair and reasonable
proportion of the gross premium paid by
the Landlord in insuring the Building
pursuant to Clauses 6.1.1 and 6.2 and
insuring against employers liability and
public liability pursuant to Clause
6.1.2 and
equal to the whole of the gross premium
paid by the Landlord in insuring against
loss of Rent and Service Charge pursuant
to Clause 6.1.3
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"Insured Risks" fire lightning explosion aircraft or
other aerial devices (including articles
dropped therefrom) riot civil commotion
or disturbance strikes malicious persons
Acts of Terrorism earthquake lightning
storm tempest flood subsidence heave
landslip bursting and overflowing of
water pipes tanks and other apparatus
and impact by road vehicles theft damage
to buildings glass accidental damage and
engineering (to the extent that
insurance against such risks may
ordinarily be arranged with an insurer
of good repute) and such other risks as
the Landlord may from time to time in
its absolute discretion think fit to
insure against
"Insurers" the insurance office or offices and/or
the underwriters with which the
insurance or insurances for the time
being effected under Clause 6.1 and 6.2
shall be effected
"Landlord" and "Tenant" wherever the context so admits includes
the person for the time being entitled
to the reversion immediately expectant
on the determination of the Term and the
Tenants successors in title respectively
"Lettable Units" part or parts of the Building which are
let or constructed or adapted for
letting from time to time
"Offices" that part of the Premises firstly
described in the Particulars
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"party" or "parties" the Landlord and/or the Tenant but
except where there is an express
indication to the contrary excludes the
Surety
"Pipes" all pipes sewers drains mains ducts
vents conduits chutes gutters
watercourses wires tanks traps meters
cables channels flues and all other
conducting media and includes any
fixings louvres cowls and other
ancillary apparatus
"Plan 1" the plan marked 1 annexed hereto
"Plan 2" the plan marked 2 annexed hereto
"Planning Acts" the "consolidating Acts" as defined in
the Planning (Consequential Provisions)
Act 1990 and any other legislation
relating to town and country planning in
force from time to time
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"Plant" all electrical and mechanical and other
apparatus plant machinery equipment
chattels fixtures and fittings of
ornament or utility including
specifically lifts hoists generators
heating cooling air-conditioning and
ventilation equipment decorative
lighting and floodlighting systems
cleaning and maintenance equipment
internal telephones and computers
sprinklers fire and smoke precaution
equipment fire and intruder alarm
systems signs and closed circuit
television and all such other systems
and equipment whether the same now
exist or are provided in the future and
whether or not they are of a wholly
novel character
"Premises" the premises referred to in the
Particulars above (excluding all parts
of the structure of the Building)
including:
(a) the floor finishes down to the upper
surface of the floor slab
(b) any ceiling finishes or suspended
ceilings up to the lower surface of
the ceiling slabs
(c) the inner half severed medially of
those internal non-load bearing
walls and the plaster or other
coverings of those internal load
bearing walls that divide the
Premises from the adjoining parts of
the Building or from the Retained
Parts
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(d) all internal and non-load bearing
walls and partitions lying within
the Premises
(e) the doors and their frames
(f) all additions permitted alterations
(whether or not subject to
reinstatement) and improvements
(g) all Landlord's fixtures and fittings
and fixtures of every kind which
shall from time to time be in or
upon the Premises (whether
originally fixed or fastened to or
upon the Premises or otherwise)
except any lessee's trade or other
fixtures and fittings installed by
the Tenant
(h) all Pipes and Plant that are within
and that exclusively serve the
Premises and
PROVIDED THAT:
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(i) Any reference to the "Premises"
includes in the absence of any
provision to the contrary a
reference to any part of the
Premises but does not include any
part of the floor slabs or of the
structural columns or of the ceiling
slabs
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(ii) Any part of the Premises that faces
on to any of the Common Parts shall
be regarded as an external part of
the Premises notwithstanding the
fact that such part of the Common
Parts is covered in and "exterior"
"external" and other words to
similar effect shall be construed
accordingly
"Quarter Days" 21st January 21st April 21st July and
21st October in each year or such other
quarter days as the Landlord may
substitute from time to time on not less
than three month notice in writing to
the Tenant
"Rents" Rent Service Charge Rent and Insurance
Rent or any of them as the context may
admit
"Retained Parts" all parts of the Building which are not
let or constructed or adapted for
letting from time to time including
specifically:
(a) the Common Parts
(b) office accommodation and staff rooms
used by the Landlord the Building
manager and other staff employed by
the Landlord at the Building in
connection with the provision of
services to the Building
(c) a central control station for any
security system operating for the
benefit of the Building
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(d) storage premises within the
Building used in connection with
the provision of services to the
Building
(e) such parts of the structure walls
(including party walls and
structures) floors foundations
columns ceiling slabs and roofs of
the Building and such fences
railings windows window frames
floors balconies and terraces and
such Pipes and Plant of and in the
Building as are not included in the
demise of the Premises and are not
included or intended to be included
in any demise of any other units in
or parts of the Building and
(f) the Car Park
"Service Charge Rent" a fair and reasonable proportion
properly calculated by the Surveyor
(acting reasonably and professionally)
of the Annual Expenditure (as defined in
the Second Schedule hereto)
"Specifically" without prejudice to the generality of
the above
"Statute" includes any regulations instruments
permissions directives or orders made
under such statute and any references to
a specific statute include (unless
otherwise stated) any statutory
extension or modification amendment or
re-enactment of and any regulations or
orders made under such statute
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"Surveyor" any person or firm professionally
qualified as a chartered surveyor
appointed by or acting for the Landlord
(including any employee of the Landlord
or a Group Company) to perform any of
the functions of the Surveyor under this
Lease
"Term" includes any period of holding-over or
extension or continuance of the Term
whether by statute or common law and
references to the "last year of the
Term" and "expiration of the Term"
include references to determination of
the Term otherwise than by effluxion of
time
"VAT" means Value Added Tax and/or any tax or
levy of a similar nature made in
substitution for or in addition to such
tax
2.1 Where the Landlord or the Tenant for the time being arc two or more
persons any obligations expressed or implied to be made by or with
such party are deemed to be made by or with such persons jointly and
severally
2.2 Words importing one gender include all other genders and words
importing the singular include the plural and vice versa
2.3 Any covenant by the Tenant not to do an act or thing shall be deemed
to include an obligation not to permit or suffer such act or thing to
be done by another person
2.4 References in this Lease to any clause sub-clause or schedule without
further designation shall be construed as a reference to such clause
sub-clause or schedule to this Lease so numbered
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2.5 The headings to clauses paragraphs and schedules do not form part of
this Lease and shall not be taken into account in its construction or
interpretation
2.6 Any interest or other payment or sum due or payable by the Tenant
under this Lease and unpaid shall be recoverable by the Landlord from
the Tenant as rent in arrears
3. Demise
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The Landlord HEREBY DEMISES to the Tenant the Premises TOGETHER with the
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rights and easements specified in Part A of the First Schedule BUT EXCEPT
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AND RESERVING to the Landlord the rights specified in Part B of the First
-------------
Schedule TO HOLD the Premises to the Tenant for the term specified in the
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Particulars SUBJECT to all such rights easements privileges restrictions
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covenants and stipulations of whatever nature affecting the Premises as are
referred to in Part C of the First Schedule YIELDING AND PAYING to the
-------------------
Landlord:
3.1 Rent payable by equal quarterly payments in advance on the Quarter
Days and proportionately for any period of less than a year the first
payment of which shall be a proportionate sum for the period from and
including the Rent Commencement Date up to but excluding the Quarter
Day next after the Rent Commencement Date and
3.2 Insurance Rent payable in accordance with Clause 6 and
3.3 Service Charge Rent payable in accordance with the Second Schedule.
3.4 VAT on any of the foregoing Rents if applicable thereto
4. The Tenant's Covenants
----------------------
The Tenant covenants with the Landlord:
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4.1 Rent and other Payments
-----------------------
4.1.1 To pay the Rents and other payments and VAT thereon on the days and
in the manner set out in this Lease without any deduction by way of
set off or otherwise except as required by statute
4.1.2 If so reasonably required by the Landlord to make such payments by
credit transfer
4.1.3 Interest on arrears
-------------------
If the Tenant shall fail to pay the Rent or VAT thereon on the due
date (whether formally demanded or not) or any other sum due under
this Lease within 14 days of demand the Tenant shall pay to the
Landlord interest at 4% per year above the base lending rate of
Barclays Bank plc (or such other bank being a member of the Committee
of London and Scottish Clearing Bankers as the Landlord may from time
to time nominate in writing) on such Rents VAT and any other sums
from the date when they were due to the date on which they are paid
(such interest rate still to apply after and notwithstanding any
judgment of the Court)
4.2 Outgoings and VAT
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To pay reimburse and indemnify the Landlord against:
4.2.1 All rates taxes assessments duties charges impositions and outgoings
which are now or during the Term shall be charged assessed or imposed
upon the Premises or upon the owner or occupier (or a proportionate
part of such payments paid or levied on the Premises together with
other premises or their owners or occupiers) of them excluding any
payable by the Landlord resulting from receipt of Rent (but including
as payable by the Tenant the VAT payable by the Tenant on such Rents
in accordance
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with its covenants in this Lease) or any dealing with or ownership of
any reversionary interest
4.2.2 VAT chargeable in respect of any other payment made by or sum payable
by the Tenant under any of the terms of or in connection with this
Lease or in respect of any other payment made by the Landlord where
the Landlord is unable to recover the input tax where the Tenant
agrees in this Lease to reimburse the Landlord for such payment
4.3 Electricity gas water and other services consumed
-------------------------------------------------
To observe and comply with the requirements and regulations of the relevant
electricity telephone gas water and other statutory bodies and authorities
and to pay to the suppliers of (and indemnify the Landlord against all
charges for) electricity gas telephone water and other services consumed or
used at or in relation to the Premises (including meter rents) and not to
overload any electricity telephone gas or other installation
4.4 Repair and cleaning
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4.4.1 To repair the Premises in accordance with good practice from time to
time and keep them in good and substantial repair damage caused by an
Insured Risk and/or by Acts of Terrorism (if the same shall not be an
insured risk) excepted (save to the extent that the insurance money
is irrecoverable in consequence of any act or default of the Tenant
or anyone at the Premises expressly or by implication with the
Tenant's authority) and to renew (by way of repair but not further or
otherwise) all parts of the Premises from time to time
4.4.2 To replace in accordance with good practice from time to time the
Landlord's fixtures and fittings in the Premises which may be or
become beyond repair at any time during or at the expiration of the
Term
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4.4.3 To keep the Premises in a clean and tidy condition
4.5 Decoration
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As often as shall be necessary to maintain a high standard of decorative
finish but not less than once in every five years and in the last year of
the Term to decorate the Premises in a good and workmanlike manner and with
appropriate materials of good quality the tints and colours and patterns of
such decoration in the last year of the term to be approved by the Landlord
such approval not to be unreasonably withheld or delayed
4.6 Access of Landlord and notice to repair
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4.6.1 To permit the Landlord subject to Clause 7.6
(a) to enter upon the Premises for the purpose of ascertaining that
the covenants and conditions of this Lease have been observed
and performed and generally for the purpose of exercising the
rights reserved in Paragraph 3 of Part B of the First Schedule
(b) to view the state of repair decoration and condition of the
Premises and take schedules and inventories as necessary
(c) to give to the Tenant a notice specifying any repairs cleaning
maintenance or decoration which the Tenant has failed to execute
in breach of the terms of this Lease and to request the Tenant
to execute the same
4.6.2 As soon as practicable following receipt of the same to repair
cleanse maintain and paint the Premises as properly required by such
notice
4.6.3 If within two months of the service of such a notice (or such other
period specified in the notice as is reasonable) the Tenant shall not
have
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commenced and thereafter be proceeding diligently with the execution
of the work referred to in the notice or shall fail to complete the
work within four months or such shorter period as the Landlord's
Surveyor acting reasonably deems reasonable in light of the urgency
and time required to carry out such work to permit the Landlord to
enter the Premises to execute such work as may be necessary to comply
with the notice and to pay to the Landlord the proper cost incurred
by the Landlord of so doing and all proper expenses reasonably and
properly incurred by the Landlord in connection therewith (including
legal costs and surveyor's fees) within fourteen days of a written
demand made of the Tenant
4.6.4 At any time during the Term to permit persons (subject to Clause 7.6)
with the written authority of the Landlord or its agent to view the
Premises in connection with a sale of the reversionary interest or in
connection with the grant of a new lease of the Premises during the
last six months before expiration of the Term where this Lease is not
subject to renewal pursuant to Part II of the Landlord and Tenant Act
1954
4.7 Alterations
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4.7.1 Not without the consent of the Landlord (such consent not to be
unreasonably withheld or delayed) to erect remove or alter any
partitioning within the Premises or make any other internal
non-structural alterations additions or improvement to the Premises
except in accordance with the plans and specifications thereof
previously submitted at the Tenant's expense in triplicate to and
approved by the Landlord in writing (such approval not to be
unreasonably withheld or delayed) and to indemnify the Landlord from
and against any claim for
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nuisance or annoyance caused to other tenants of the Building during
the execution of any such alterations or additions
4.7.2 Save as may be permitted pursuant to paragraph 4.7.1 not to make any
other alterations or additions to the Premises
4.7.3 At the end of the Term (if so reasonably required by the Landlord by
notice in writing given to the Tenant not less than six months prior
to the expiration of this Lease but not otherwise save to the extent
that the Tenant shall always retain the right to remove its trade or
other fixtures and fittings at the Premises) substantially to
reinstate the Premises to the same condition as they were in at the
date of the grant of this Lease such reinstatement to be carried out
to the reasonable satisfaction of the Landlord's Surveyor
4.7.4 Not to make connection with any Pipes or Plant serving the Premises
except in accordance with plans and specifications previously
approved by the Landlord and except with the prior consent of the
competent statutory authority or undertaker (if appropriate)
4.8 Yield up
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At the expiration of the Term to yield up the Premises in repair and in
accordance with the terms of this Lease and to give up all keys of the
Premises to the Landlord or its Surveyor and remove all signs erected by
the Tenant in or upon the Premises (save any required by Statute) and to
make good any damage caused by such removal
4.9 Use
---
Not to use or suffer the Premises or any part thereof to be used otherwise
than for the Permitted Use
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4.10 Signs and Advertisements
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Not to affix or display to or through any window thereof any placard poster
notice advertisement name or sign whatsoever PROVIDED THAT the Landlord
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will at the request and proper cost of the Tenant exhibit or permit the
Tenant to exhibit the Tenant's name and business upon on or near to the
main entrance doorway of the Building upon the nameboard provided and in
such other reasonable places as the Landlord shall make available in manner
uniform with that in which the names and businesses of the Landlord and
other tenants of the Building are exhibited
4.11 Nuisance residential and user restrictions
------------------------------------------
4.11.1 Not to do nor allow to remain upon the Premises anything which may
be or become or cause a nuisance disturbance inconvenience injury or
damage to the Landlord or its other tenants of the Building or the
owners or occupiers of adjacent or neighbouring premises
4.11.2 Not to use the Premises for a sale by auction or for any dangerous
noxious noisy or offensive trade business manufacture or occupation
nor for any illegal or immoral act or purpose or for the production
sale distribution hire or storage of pornographic material
4.11.3 Not to use the Premises for the sale of excisable or intoxicating
liquors or for the purpose of a club wherein alcoholic liquors are
supplied or consumed or for gambling or for the purpose of any
betting transaction within the meaning of the Betting Gaming and
Lotteries Act 1963 with or between persons resorting to the Premises
or for any purpose connected with betting or gambling or football or
other pools
4.11.4 Not to sleep at the Premises other than in the Apartment
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4.11.5 Not to keep any animal fish reptile or bird anywhere on the
Premises
4.11.6 Not to stand place deposit or expose outside any part of the
Premises any goods materials articles or things whatever for
display or sale or for any other purpose nor cause or permit the
Retained Parts to become obstructed or dirty PROVIDED THAT nothing
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in this Clause 4.11.6 shall oblige the Tenant to take any action
against other tenants or occupiers of the Building or visitors to
the Building
4.11.7 Not to discharge into any of the Pipes or Plant serving the
Premises or any other property any oil grease or other deleterious
matter or any substance which shall or is likely to become a source
of danger or injury to the drainage system of the Premises or the
Building
4.11.8 Not to install or use in or upon the Premises any machinery or
apparatus which causes noise or vibration which can be heard or
felt outside the Premises or which may cause damage to the Premises
or the Building PROVIDED THAT the installation and proper use of
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normal office machinery shall not constitute a breach of this
covenant
4.11.9 Not to play or use any musical instrument loudspeaker tape or
compact disc recorder gramophone radio television video or other
equipment or apparatus that produces sound in the Premises so as to
be heard outside the Premises if the Landlord shall in its absolute
discretion consider such sound to be undesirable and shall give
written notice to the Tenant to that effect
4.11.10 Not to display any flashing lights in the Premises that can be seen
from outside the Premises nor to display any other lighting
arrangement that can be seen from outside the Premises if the
Landlord shall in its
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reasonable discretion consider such lighting to be undesirable and
shall give written notice to the Tenant to that effect
4.11.11 Not to bring or permit to remain upon the Premises any safes
machinery goods or other articles which shall or may strain or
damage the Premises or the Building or any part of them and
specifically not without the Landlord's written consent to load any
floor in excess of its floor loading capacity and not to impose any
point load which shall exceed such loading
4.11.12 Not without the consent of the Landlord to suspend anything from
the underside of the ceiling slab of the Premises
4.11.13 On any application by the Tenant for the Landlord's consent under
Clause 4.11.11 the Landlord may consult and obtain the advice of an
engineer or other person in relation to the loading proposed by the
Tenant and the Tenant shall repay to the Landlord within 14 days of
demand the reasonable and proper fees of such engineer or other
person
4.12 Alienation
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4.12.1 Not to hold on trust for another or (save pursuant to a transaction
permitted by and effected in accordance with the provisions of this
Lease and except as provided in Clause 4.12.11) share or part with
the possession of the whole or any part of the Premises or permit
another to occupy the whole or any part of the Premises
4.12.2 Not to charge or assign part only of the Premises
4.12.3 Not to assign the whole of the Premises without the consent of the
Landlord (such consent not to be unreasonably withheld or delayed)
who
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shall be entitled (for the purposes of Section 19(A) of the Landlord
and Tenant Act 1927) to withhold its consent to an assignment:
(i) Unless the Tenant covenants by deed with the Landlord to
guarantee the performance by the assignee of all the covenants
on the part of the lessee and the conditions contained in this
Lease in the terms set out in the Fourth Schedule (as if
reference therein to `the Guarantor' were reference to the
Tenant) save that such guarantee shall not extend to any
liability restriction or other requirement arising after the
assignee is released from its covenants by virtue of the
Landlord and Tenant (Covenants) Act 1995
(ii) Unless any assignee of the whole of the Premises covenants by
deed with the Landlord to pay the Rents reserved by this Lease
and to observe and perform all the covenants on the part of the
tenant and the conditions contained in this Lease during the
Term until released by virtue of the Landlord and Tenant
(Covenants) Act 1995
(iii) Unless (where it is reasonable so to require) in addition to the
guarantee provided by the Tenant pursuant to Clause 4.12.3(i)
either a surety or sureties acceptable to the Landlord (acting
reasonably) act as sureties for the assignee in order to
covenant (jointly and severally if more than one) with the
Landlord that the assignee will pay the rents reserved by this
Lease and perform and observe the covenants on the part of the
tenant and the conditions contained in this Lease and otherwise
in the terms set out in the Fourth Schedule hereto (as if
reference therein to `the Guarantor' were reference to such
sureties) or such other terms as the Landlord and the Tenant
shall agree
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(both acting reasonably) or a rent deposit is provided by the
assignee on terms and in an amount to be agreed between the
Landlord and the Tenant (both parties acting reasonably)
(iv) If at the date of request for consent to assignment the Tenant is
in arrears of the Rent or any other sums due hereunder have been
outstanding for more than 14 days
(v) If the Tenant fails to demonstrate to the reasonable satisfaction
of the Landlord (acting reasonably) that the proposed assignee is
responsible and respectable and will be able to pay the Rents and
meet the other outgoings and liabilities arising under the Lease
(vi) If it is otherwise reasonable to do so
4.12.4 Not to underlet the whole of the Premises without the prior consent of
the Landlord such consent not to be unreasonably withheld or delayed
Provided that:
(i) The rent to be reserved by the Tenant shall not be less than the
open market rental value for the underlet premises without taking
a fine or premium and
(ii) Any underlease shall contain:
(a) An absolute prohibition against charging or assigning part
of the Premises parting with possession or sharing
occupation of the Premises or part thereof (save that the
undertenant may share occupation with Group Companies on the
same terms as set out in clause 4.12.11) and
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(b) A prohibition against sub-letting the whole or part of the
Premises unless such sub-underlease shall comply with the
requirements of this clause 4.12 and shall take effect
outside the security of tenure provisions of the Landlord
and Tenant Act 1954 Part II and
(c) A covenant on the part of the undertenant to pay the rents
and other sums reserved by and observe and perform the
covenants on the lessee's part contained in the underlease
and not suffer or permit at or in relation to the sub-let
premises any act or thing which would constitute a breach of
such covenants or conditions
(d) A covenant on the part of the undertenant not to do omit
suffer or permit at or in relation to the sub-let premises
any act or thing which would cause the Tenant to be in a
breach of or which if done omitted suffered or permitted by
the Tenant would constitute a breach of the covenants on the
lessee's part or the conditions contained in this Lease
(iii) Prior to entering into any Underlease the parties thereto shall
obtain and produce to the Landlord an order from the Court
authorizing the exclusion of Sections 24 to 28 inclusive of the
Landlord and Tenant Act 1954 in relation to the Underletting and
(iv) Such exclusion provisions shall be duly contained in the
Underlease
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<PAGE>
4.12.5 Not to underlet part of the Offices without the prior consent of the
Landlord such consent not to be unreasonably withheld or delayed
Provided that:
(i) The rent to be reserved by the Tenant shall not be less than the
open market rental value for the underlet premises without taking
a fine or premium and
(ii) Any underlease shall contain:
(a) An absolute prohibition against charging or assigning part
of the Offices parting with possession or sharing occupation
of the Offices or part thereof (save that the undertenant
may share occupation with Group Companies on the same terms
as set out in Clause 4.12.11) and
(b) A prohibition against sub-letting the whole or (subject to
clause 4.12.6) part of the Offices unless such
sub-underlease shall whilst permitting a sub sub
underletting (subject to the provisions hereof) contain an
absolute prohibition on any more remote underletting of the
whole or part of the Offices and in any such case shall take
effect outside the security of tenure provisions of the
Landlord and Tenant Act 1954 Part II and
(c) A covenant on the part of the undertenant to pay the rents
and other sums reserved by and observe and perform the
covenants on the lessee's part contained in the underlease
and not suffer or permit at or in
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<PAGE>
relation to the sub-let premises any act or thing which
would constitute a breach of such covenants or conditions
(d) A covenant on the part of the undertenant not to do omit
suffer or permit at or in relation to the sub-let premises
any act or thing which would cause the Tenant to be in
breach of or which if done omitted suffered or permitted by
the Tenant would constitute a breach of the covenants on the
lessee's part or the conditions contained in this Lease
(iii) Prior to entering into any Underlease the parties thereto shall
obtain and produce to the Landlord an order from the Court
authorizing the exclusion of Sections 24 to 28 inclusive of the
Landlord and Tenant Act 1954 in relation to the Underletting and
(iv) Such exclusion provisions shall be duly contained in the
Underlease
4.12.6 Not to underlet part only of the Offices without the prior consent of
the Landlord such consent not to be unreasonably withheld or delayed
Provided that:
(i) Not more than two such underlettings shall be permitted to exist
at any one time
(ii) The Offices shall not at any time be in the occupation of more
than two persons as tenants or sub-tenants of whom the Tenant
(together with all permitted Group Companies) whilst in
occupation shall count as one
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(iii) The rent to be reserved by the Tenant shall be not less than the
open market rental value for the underlet premises without taking
a fine or premium
(iv) Any underlease shall contain:
(a) An absolute prohibition against charging assigning or
sub-underletting of part of the underlet premises parting
with possession or sharing occupation of the underlet
premises or part thereof (save that the undertenant may
share occupation with Group Companies on the same terms as
set out in Clause 4.12.11) or (whilst permitting a
sub-underletting of the whole of the underlet premises)
against any more remote underletting hereof
(b) A covenant on the part of the undertenant to pay the rents
and other sums reserved by and observe and perform the
covenants on the lessee's part contained in the underlease
and not suffer or permit at or in relation to the sub-let
premises any act or thing which would constitute a breach of
such covenants or conditions
(c) A covenant on the part of the undertenant not to do omit
suffer or permit at or in relation to the sub-let premises
any act or thing which would cause the Tenant to be in
breach of or which if done omitted suffered or permitted by
the Tenant would constitute a breach of the covenants on the
lessee's part of the conditions contained in this Lease
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<PAGE>
(v) The term of any underlease shall not extend beyond the 29
September 2017
(vi) Prior to entering into any underlease the parties thereto shall
obtain and produce to the Landlord an order from the court
authorizing the exclusion of Sections 24 to 28 inclusive of the
Landlord and Tenant Act 1954 in relation to the underletting and
(vii) Such exclusion provisions shall be duly contained in the
underlease
4.12.7 Not to underlet part of the Apartment nor without the prior consent
of the Landlord such consent not to be unreasonably withheld or
delayed to underlet the whole of the Apartment PROVIDED THAT any
-------------
such underletting of the whole of the Apartment shall be on terms
that:
(i) The sub-letting shall not confer on the sub-tenant any security
of tenure
(ii) Save in the case of a service occupancy the rent to be reserved
by the Tenant shall not be less than the open market rental
value without taking a fine or premium
(iii) The term of any underlease shall not extend beyond 29th
September 2017
4.12.8 To incorporate or procure the incorporation in every permitted
mediate or immediate underlease of such provisions as are necessary
to ensure that any such underlease is as far as possible consistent
with the provisions of this Lease and save in the case of any
underletting or sub-underletting for a term of 5 years or less that
the rent thereunder is
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<PAGE>
reviewed on the dates provided for review of rent hereunder (save
where different provisions are appropriate to an underletting of part
or to changed legal circumstances or the rent thereunder is expressed
to be an appropriate proportion of the Rent hereunder from time to
time) and that (subject to Clauses 4.12.4, 4.12.5 and 4.12.6 above)
any further dealing with the premises thereby demised shall be subject
to the consent of the Landlord (such consent not to be unreasonably
withheld or delayed where the same is so prescribed in this Lease)
4.12.9 Upon a review of the rent reserved by any such underlease to keep
the Landlord informed at all times of the progress of such review and
to obtain the approval of the Landlord (not to be unreasonably
withheld or delayed) to the amount of any reviewed rent (save where
the same is determined by any expert or arbitrator) and the identity
of any expert or arbitrator (save where appointed by the President as
defined in paragraph 1.5 of the Third Schedule) and to supply to the
Landlord not less than 10 days prior to the last date for the
submission thereof a copy of the form and any proposed submission to
be made to any expert or arbitrator and at the expense of the Tenant
to submit to any expert or arbitrator such representations as the
Landlord shall reasonably require PROVIDED THAT the Landlord shall
-------------
bear the cost of preparing any such representations as it supplies to
the Tenant for submission to the expert or arbitrator
4.12.10 Within twenty-eight days of any assignment underlease assignment of
underlease or charge or any transmission or other devolution of title
relating to the Premises or any part thereof to produce for
registration with the Landlord's solicitor a certified copy of the
document and to pay the Landlord's solicitor's reasonable charges for
the registration of such document such charges not being less than
(Pounds)30 (Thirty Pounds)
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<PAGE>
4.12.11 Notwithstanding Clause 4.12.1 the Tenant may share the occupation
of the whole or any part of the Premises by license or other manner
which does not transfer or create a legal estate with one or more
Group Companies for so long as such companies shall remain Group
Companies provided that the Tenant shall give to the Landlord on
written request a statement of which Group Companies are in
occupation of the Premises from time to time
4.13 Plans documents and information
-------------------------------
If called upon to do so to produce to the Landlord or the Surveyor all
plans documents and other reasonable evidence as the Landlord may
reasonably require in order to satisfy itself that the provisions of this
Lease have been complied with
4.14 Landlord's costs
----------------
To reimburse and indemnify the Landlord in full against all reasonable and
proper costs fees charges disbursements and expenses (including
specifically those payable to counsel solicitors surveyors and bailiffs)
properly and reasonably incurred by the Landlord in relation to or
incidental to:
4.14.1 every application made by the Tenant for a consent or license
required by the provisions of this Lease whether such consent or
license is granted or refused or proffered subject to any
qualification or condition or whether the application is withdrawn
but not in respect of any application where consent or license is
unlawfully refused or granted subject to an unlawful condition
4.14.2 the proper preparation and service of a notice under the Law of
Property Act 1925 Section 146 or incurred by or in reasonable
contemplation of proceedings under Sections 146 or 147 of that Act
notwithstanding that forfeiture is avoided otherwise than by relief
granted by the Court
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<PAGE>
4.14.3 the recovery or attempted recovery of arrears of rent or other sums
properly due from the Tenant and
4.14.4 any reasonable and proper steps taken in contemplation of or in
connection with the preparation and service of a schedule of
dilapidations during or within three months after the expiration of
the Term
4.15 Indemnities
-----------
To be responsible for and to keep the Landlord fully indemnified against
all losses damages actions proceedings costs expenses and liability
properly incurred by the Landlord arising directly or indirectly out of any
act omission or negligence of the Tenant or any persons at the Premises
expressly or impliedly with the Tenant's authority or any breach or
non-observance by the Tenant of the covenants conditions or other
provisions of this Lease or any of the matters to which this demise is
subject
4.16 Encroachment
------------
4.16.1 Not to stop up darken or obstruct any windows or light belonging to
the Premises
4.16.2 To take all reasonable steps at the Landlord's cost to prevent any
new window light opening doorway path passage pipe or other
encroachment or easement being made or acquired in against out of or
upon the Premises and to notify the Landlord as soon as reasonably
practicable after becoming aware of the same if any such
encroachment or easement shall be made or acquired (or attempted to
be made or acquired) and at the request and cost of the Landlord to
adopt such means as shall reasonably be required to prevent such
encroachment or the acquisition of any such easement
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4.17 The Planning Acts
-----------------
4.17.1 Not to commit in relation to the Premises any breach of
planning control (such term to be construed in the way in which
it is used in the Planning Acts)
4.17.2 Not without consent (which shall not be unreasonably withheld
or delayed) to apply for planning permission to carry out any
development in or upon the Premises or enter into an agreement
with the planning authority relating to the Premises and at the
expense of the Tenant to supply the Landlord with a copy of any
application for planning permission together with such plans
and other documents as the Landlord may reasonably require and
to supply as soon as reasonably practicable after receipt of
the same by the Tenant to the Landlord a full copy of any
planning permission granted to the Tenant
4.17.3 To pay and satisfy any charge that may be imposed by the
appropriate authority upon any breach by the Tenant of planning
control or otherwise under the Planning Acts
4.17.4 Unless the Landlord shall otherwise direct to carry out and
complete before the expiry of the Term any works required to be
carried out to or in the Premises as a condition of any
planning permission which may have been granted on the
application of and implemented by the Tenant or any subtenant
or occupier during the Term irrespective of the date by which
such works were required to be carried out
4.18 Statutory obligations
---------------------
4.18.1 At the Tenant's own expense to comply with the requirements of
any Statute from time to time in force or any government
department local
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authority or other public or competent authority or court of
competent jurisdiction regardless of whether such requirements
are imposed on the Landlord the Tenant or the occupier (save
where such requirements are made of the Landlord or another
person specifically and cannot be delegated) and specifically
for that purpose to execute all works and provide and maintain
all arrangements that are required upon or in respect of the
Premises or the use to which the Premises are being put
4.18.2 Not to do in or near the Premises or the Building any act or
thing by reason of which the Landlord or any other person
having a legitimate interest in the Building may under any
Statute incur have imposed upon it or become liable to pay any
penalty damages compensation costs charges or expenses
4.19 Statutory notices etc
---------------------
To give full particulars to the Landlord of any notice direction order
or proposal for the Premises made given or issued to the Tenant by any
local or public authority (other than rate demands) within seven days
of receipt and if so required by the Landlord to produce it to the
Landlord and without delay to take all necessary steps to comply with
the notice direction or order and at the request of the Landlord and
joint cost of the Landlord and the Tenant to make or join with the
Landlord in making such objection or representation against or in
respect of any notice direction order or proposal as the Landlord
shall reasonably deem expedient unless the same shall be contrary to
the interests of the Tenant PROVIDED THAT the Tenant shall not be
-------------
obliged to take any action against any such matter instigated by or on
behalf of the Tenant
4.20 Defective premises
------------------
As soon as reasonably practicable after the Tenant becoming aware of
the same to give notice to the Landlord of any defect in the Premises
or the structure
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<PAGE>
immediately surrounding the Premises which might give rise to an
obligation on the Landlord to do or refrain from doing any act of
thing in order to comply with the provisions of this Lease or the duty
of care imposed on the Landlord pursuant to the Defective Premises Act
1972 or the Occupiers Liability Acts 1957 and 1984 or otherwise and ax
all times to display and maintain all notices which the Landlord may
from time to time reasonably require to be displayed at the Premises
4.21 New Surety
----------
Within twenty-eight days of the death during the Term of any Surety or
of such person becoming bankrupt or having a receiving order made
against him or having a receiver appointed under the Mental Health Act
1983 or being a company passing a resolution to wind up or entering
into liquidation or having a receiver appointed to procure some other
person acceptable to the Landlord to execute a guarantee in respect of
the Tenant's obligations contained in this Lease in the form of the
Surety's covenants mutatis mutandis set out in the Fourth Schedule to
this Lease PROVIDED THAT the provisions of this clause shall not apply
-------------
in respect of any surety under an authorized guarantee agreement
4.22 Loading and unloading
---------------------
Not to convey any goods or materials to or from the Premises except
through the Common Parts in accordance with regulations made under
Clause 4.25 provided for the purpose
4.23 Security and fire alarms
------------------------
4.23.1 Subject to Clause 7.6 to permit the duly authorized employees
and agents of the Landlord and any security company responsible
for intruder or fire alarm and sprinkler systems in the
Building to enter the Premises at reasonable times and upon
reasonable notice for the purpose of servicing and maintaining
the intruder fire alarm and sprinkler systems in the Building
(but not connections by the Tenant thereto in
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accordance with 4.23.3(a) below) provided that the Landlord or
such security company shall cause as little disturbance as
possible and shall make good any damage to the Premises or to
any furniture fittings stock or equipment in the Premises
caused by such entry
4.23.2 Subject to Clause 7.6 to permit the duly authorized employees
and agents of the Landlord and any security company to have
such access to the Premises as may be required in the event of
an intruder or fire alarm call
4.23.3 Not to install or maintain in the Premises any equipment or
apparatus which:
(a) is intended to be an extension of the intruder alarm or
fire alarm systems and to be connected to either such
system other than such apparatus or equipment as is
compatible with the equipment of such systems and that has
been approved by the Landlord (such approval not to be
unreasonably withheld or delayed) or
(b) which may adversely affect the performance of the intruder
or fire alarm systems
4.23.4 Not to make any connection to such systems without the consent
of the Landlord (such consent not to be unreasonably withheld
or delayed)
4.24 Heating cooling and ventilation
-------------------------------
4.24.1 Not to do anything either by act or omission which adversely
interferes with the heating cooling air conditioning or
ventilation of the Common Parts or which imposes material
additional load on or imbalance in the heating cooling air
conditioning or ventilation plant and equipment
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<PAGE>
4.25 Regulations
-----------
To comply with all reasonable regulations consistent with the terms of
this Lease as may be made by the Landlord from time to time for the
proper management of the Building or the comfort and convenience of
its occupiers and notified to the Tenant in writing including
regulations as to the disposal of refuse and parking and as to the
Premises and the times during which any part of the Common Parts shall
be closed for repairing refurbishing servicing cleaning or
redecorating or some other reasonable purpose
5. The Landlord's Covenants
------------------------
The Landlord covenants with the Tenant:
5.1 Quiet Enjoyment
---------------
To permit the Tenant peaceably and quietly to hold and enjoy the
Premises without any interruption or disturbance from or by the
Landlord or any person claiming under or in trust for the Landlord or
by title paramount
5.2 Services
--------
To manage and administer the Building or procure the Building to be
managed and administered in a manner consistent with the principles of
good estate management and specifically to provide such of the
services referred to in Part C of the Second Schedule as shall or may
be appropriate for the time being (including such additional or
alternative services as are referred to in paragraph 14 of Part C of
the Second Schedule) AND to discharge such of the outgoings in respect
---
of the Building as are referred to in Part D of the Second Schedule
AND the Landlord may in its absolute discretion employ surveyors
---
accountants managers staff outside contractors and other persons
reasonably required for the purpose of providing such of the services
and facilities specified in Parts C and D of the Second Schedule as
the Landlord may from time to time reasonably determine PROVIDED THAT
-------------
the Landlord shall not be liable to the Tenant in respect of any
failure or interruption in any of the Services by reason of necessary
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<PAGE>
repair replacement maintenance of any installations or apparatus or
their damage or destruction or by reason of mechanical or other defect
or breakdown or frost or other inclement conditions or the occurrence
of any of the Insured Risks or shortage of fuel materials water or
labour or any other cause beyond the Landlord's reasonable control
5.3 Enforcement of Defects
----------------------
5.3.1 Where the Tenant's reasonable use and enjoyment of the Premises
and Building would otherwise be materially prejudiced or where
the Service Charge payable by the Tenant would otherwise be
materially increased the Landlord shall take all reasonable
steps to enforce or procure the enforcement of or seek
compensation pursuant to the provisions contained in the
Landlord's building contract for the construction of the
Building and/or in the warranties benefiting the Landlord and
which relate to the construction of the Premises or Building for
the remedying of defects which arise in the first twelve years
after the date of completion of the Lease.
5.3.2 The Landlord need not take the steps to enforce its remedies
referred to in Clause 5.3.1 above:
(a) where the costs of the necessary repairs is or is
reasonably anticipated to be less than (Pounds)5,000; or
(b) if the Landlord has obtained a written opinion of counsel
(of at least ten years call), that any such enforcement
action as described in Clause 5.3.1 has no reasonable
prospect of success
and in the latter case the Tenant shall be entitled to copies of
the written instructions to and the written opinion of Counsel
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<PAGE>
5.3.3 The due proportion of all and any costs incurred by the Landlord
in remedying any such defect and of the reasonable and proper
professional fees properly incurred by the Landlord in pursuit
of any such enforcement action shall be recoverable from the
Tenant via the service charge provisions in the Lease
5.3.4 The Landlord shall diligently pursue any such enforcement action
as referred to above
5.3.5 All monies (including any award of costs) recovered by the
Landlord pursuant to any such enforcement action as referred to
above shall be credited to the service charge account within 14
days of receipt
6. Insurance
---------
6.1 Landlord to Insure
------------------
The Landlord covenants with the Tenant:
6.1.1 to insure the Building in accordance with Clause 6.2 (unless
such insurance shall be vitiated by any act of the Tenant or by
anyone at the Premises expressly or by implication with the
Tenant's authority)
6.1.2 to insure against any liability of the Landlord to third parties
arising out of or in connection with any matter involving or
relating to the Building including specifically public liability
and the Landlord's liability as employer and
6.1.3 to insure against the loss of Rent and Service Charge and any
VAT thereon
6.1.4 not to cease cover in respect of any of the Insured Risks and
specifically terrorism without first notifying the Tenant in
writing
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<PAGE>
6.2 Details of the Insurance
------------------------
Insurance shall be effected with such insurers of good repute and
through such agency as the Landlord may from time to time decide:
6.2.1 In respect of the insurance referred to in Clause 6.1.1 above
for such sum as the Landlord shall from time to time consider to
be the full cost of rebuilding and reinstating the Building
including fees of architects surveyors and other professional
persons fees payable upon any applications for Permissions (as
hereinafter defined) the cost of debris removal demolition site
clearance any works that may be required by any Statute and any
other incidental expenses against damage or destruction by the
Insured Risks to the extent that such insurance may ordinarily
be arranged for properties such as the Building and subject to
such excesses exclusions or limitations as the Insurers may
require
6.2.2 in respect of the insurance referred to in Clause 6.1.2 above in
such amount and in such terms as the Landlord shall reasonably
consider appropriate
6.2.3 for the loss of Rent and Service Charge payable under this Lease
from time to time (having regard to any review of Rent which may
become due under this Lease) for three years or such longer
period as the Landlord acting reasonably may from time to time
deem to be necessary or (where such insurance includes this
Lease and other leases) such proportion reasonably attributed to
this Lease from time to time by the Surveyor acting as an expert
and not as an arbitrator
6.3 Payment of Insurance Rent
-------------------------
The Tenant shall pay the Insurance Rent on the date of this Lease for
the period from and including the Service Charge Commencement Date to
the day before the next policy renewal date and subsequently the
Tenant shall pay the Insurance
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<PAGE>
Rent within fourteen days of demand and (if so demanded not more than
one month before such date) in advance of the policy renewal date
6.4 Suspension of Rent Reinstatement and Termination
------------------------------------------------
6.4.1 If and whenever during the Term:
(a) the Premises or its essential accesses or services or any
necessary part of the Building or any part of them are
damaged or destroyed by any of the Insured Risks so that
the Premises or car parking spaces designated for the use
of the Tenant are unfit for occupation or use or
inaccessible and
(b) save to the extent that payment of the insurance money is
refused in whole or in part by reason of any act or default
of the Tenant or anyone at the Premises expressly or by
implication with the Tenant's authority
the provisions of Clauses 6.4.2 and 6.4.3 shall have effect
6.4.2 When the circumstances contemplated in Clause 6.4.1 arise:
(a) the Rent and Service Charge Rent or a fair proportion of
the Rent and Service Charge Rent according to the nature
and the extent of the damage sustained shall cease to be
payable until (subject to the Landlord giving the Tenant
not less than fourteen days notice of the projected
completion of the same) the date when the Premises or (as
the case may be) its essential accesses or services or any
necessary part of the Building shall have been rebuilt or
reinstated so that the Premises and or the car parking
spaces are capable in the reasonable opinion of the
Landlord's Surveyor of being used for the purpose for which
they are used (the amount
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<PAGE>
of such proportion and the period during which the Rent and
Service Charge Rent shall cease to be payable to be
determined in default of agreement between the parties by
an independent surveyor acting as an expert and not as an
arbitrator) PROVIDED THAT on any occasion that the Rent and
-------------
Service Charge Rent are suspended in accordance with this
clause 6.4 before the Rent Commencement Date (whether as
originally specified or as subsequently postponed by a
previous operation of this proviso) then the Rent
Commencement Date shall be postponed or (as the case may
be) further postponed by a period equal to the period of
that rent suspension
(b) the Landlord shall use all reasonable endeavours to obtain
as soon as reasonably practicable all planning permissions
or other permits and consents that may be required under
the Planning Acts or other statutes (if any) to enable the
Landlord to rebuild and reinstate (in this Clause 6.4
called "Permissions")
(c) the Landlord shall refund to the Tenant the proportion of
the Rents paid by the Tenant in advance for the period from
and including the date of damage by the Insured Risk to but
excluding the next following Quarter Day
6.4.3 Subject to the provisions of Clauses 6.6.1 and 6.6.2 the
Landlord shall as soon as practicable after the Permissions have
been obtained or as soon as practicable where no Permissions are
required apply all money received in respect of such insurance
(except sums in respect of loss of Rent and Service Charge Rent)
in rebuilding or reinstating the Premises and its essential
accesses and services (as the case may be) making up any
deficiency out of the Landlord's own money (and not for the
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<PAGE>
avoidance of doubt charging the whole or any part of any
deficiency to the Tenant by means of the Service Charge
Rent)
6.5 Reinstatement following damage by uninsured Acts of Terrorism
-------------------------------------------------------------
6.5.1 If and whenever during the Term the Premises or its essential
accesses or services or any necessary part of the Building or
any part of them are damaged or destroyed by Acts of Terrorism
if the same shall not be an Insured Risk then the Landlord may
elect within the period of twelve months following the date of
such damage or destruction (the Election Period) by notice in
writing to the Tenant (the Election Notice) to reinstate the
Premises and its essential accesses and services and any
necessary part of the Building (as the case may be) so destroyed
or damaged
6.5.2 If the Landlord shall have served the Election Notice in
accordance with Clause 6.5.1 the Landlord shall use all
reasonable endeavours to obtain as soon as reasonably
practicable all planning permissions or other permits and
consents that may be required under the Planning Acts or other
statutes (if any) to enable the Landlord to rebuild and
reinstate (in this Clause 6.5 called Permissions)
6.5.3 Subject to the provision of clauses 6.6.1 and 6.6.2 the Landlord
shall as soon as reasonably practicable after the Permissions
have been obtained or as soon as practicable where no
Permissions are required rebuild or reinstate the Premises and
its essential accesses and services and any necessary part of
the Building (as the case may be) and shall indemnify the Tenant
from and against all costs and expenses in so doing
6.5.4 If the Landlord elects in writing to the Tenant within the
Election Period not to reinstate the Premises or its essential
accesses or services or any
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<PAGE>
necessary part of the Building so damaged or destroyed or shall
not have served the Election Notice within the Election Period
then the Term will absolutely cease but without prejudice to any
rights or remedies that may have accrued to either party against
the other
6.6.1 The Landlord shall not be liable to rebuild or reinstate the
Premises or the Retained Parts if and for so long as such
rebuilding or reinstatement is prevented by circumstances beyond
the control of the Landlord (which shall not include the
financial circumstances of the Landlord) nor shall the Landlord
be obliged to rebuild a facsimile of the same (although the
Landlord shall rebuild accommodation providing substantially
comparable usable premises to those existing at the date of the
damage or destruction)
6.6.2 If upon the expiry of either the period in respect of which the
Landlord shall be compensated for loss of the Rent and Service
Charge Rent by insurance or (if the Landlord shall not be
entitled to the proceeds of any such insurance) three years
works of rebuilding or reinstatement of the Premises or its
essential accesses or services or any necessary part of the
Building have not been completed so as to render the Premises
and car parking spaces fit for occupation and use either party
may by notice served at any time within six months of the expiry
of such period invoke the provisions of this clause and
thereupon;
(a) the Term will absolutely cease but without prejudice to any
rights or remedies that may have accrued to either party
against the other and
(b) all money received in respect of the insurance effected by
the Landlord pursuant to this clause shall belong to the
Landlord
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<PAGE>
(c) the Landlord shall refund to the Tenant a proportion of the
Rents paid by the Tenant (if any) in respect of any period
after the termination of the Term in accordance with the
provisions of this clause
6.7 Tenant's insurance covenants
----------------------------
The Tenant covenants with the Landlord:
6.7.1 To comply with all the requirements and recommendations of the
insurers
6.7.2 Subject to receipt of a copy of the appropriate policy of
insurance in force from time to time not to do or omit anything
that could cause any policy of insurance on or in relation to
the Premises to become void or voidable wholly or in part nor
(unless the Tenant shall have previously notified the Landlord
and have agreed to pay the increased premium) anything by which
additional insurance premiums may become payable provided that
the Tenant shall redeemed to have agreed to pay any increased
premium payable in respect of any change by the Tenant in the
use of the Premises
6.7.3 To keep the Premises supplied with such fire fighting equipment
sprinklers and alarm systems as the insurers and the fire
authority may require and to maintain such equipment to their
satisfaction and in efficient working order and compatible with
the requirements of the Building and as often as the insurers or
fire authority shall require to cause any sprinkler system and
other fire fighting equipment and systems to be inspected by a
competent person
6.7.4 Not to store or bring onto the Premises any article substance or
liquid of a specially combustible inflammable or explosive
nature other than
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<PAGE>
normal office items and or cleaning materials which shall be
stored and used in accordance with the supplier or
manufacturer's requirements and to comply with the requirements
and recommendations of the fire authority and the requirements
of the Landlord as to fire precautions relating to the Premises
6.7.5 Not to obstruct the access to any fire equipment or means of
escape from the Premises nor to lock any fire door (other than
by means of a lock which may be broken in the event of an
emergency)
6.7.6 To give notice to the Landlord as soon as reasonably practicable
after the happening of any of the Insured Risks or any event
(including any change of use of the Premises) which might affect
any insurance policy on or relating to the Premises or the
Building
6.7.7 If at any time the Tenant shall be entitled to the benefit of
any insurance on the Premises (which is not effected or
maintained in pursuance of any obligation contained in this
Lease) to apply all money received by virtue of such insurance
in making good the loss or damage in respect of which such money
shall have been received
6.7.8 To notify the Landlord of the reinstatement value of fixtures
and fittings (other than tenants or trade fittings) installed in
the Premises by the Tenant as soon as reasonably practicable
after installation and thereafter at least once in every year if
requested by the Landlord but so that the Landlord shall not be
liable for any failure to insure any such items unless notified
in accordance with this Clause 6.7.8
6.8 Landlord's insurance covenants
------------------------------
The Landlord covenants with the Tenant in relation to the policy of
insurance effected by the Landlord pursuant to its obligations
contained in this Lease to
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<PAGE>
produce to the Tenant on demand reasonable evidence of the terms of
the policy and the fact that the last premium has been paid and to
notify the Tenant of any material change in the risks covered by the
policy from time to time
6.9 Commission
----------
Any commission or agency fee paid or made to the Landlord in respect
of any insurances in respect of the Premises and/or the Building
placed by the Landlord and/or its managing agents may be retained by
the Landlord for its own account
7. Provisos
--------
7.1 Re-Entry
--------
If and whenever during the Term:
7.1.1 the Rents (or any of them or any part of it) under this Lease
are outstanding for twenty-one days after becoming due whether
formally demanded or not or
7.1.2 the Insurance Rent or Service Charge Rent (or either of them)
are outstanding for twenty-one days after demand or
7.1.3 there is a breach by the Tenant of any covenant or other term of
this Lease or any document supplemental to this Lease or
7.1.4 an individual Tenant becomes bankrupt or
7.1.5 a company Tenant
(a) enters into liquidation whether compulsory or voluntary
(but not if the liquidation is for amalgamation or
reconstruction of a solvent company) or
-45-
<PAGE>
(b) has a receiver or administrative receiver appointed or
7.1.6 the Tenant enters into an arrangement for the benefit of its
creditors the Landlord may re-enter the Premises (or any part of
them in the name of the whole) at any time and then the Term
will absolutely cease but without prejudice to any rights or
remedies which may have accrued to either party against the
other in respect of any breach of covenant or other term of this
Lease (including the breach in respect of which the re-entry is
made)
7.2 Party walls
-----------
The internal non-load bearing walls which divide the Premises from the
adjoining premises in the Building and from the Retained Parts shall
be deemed to be party walls within the meaning of the Law of Property
Act 1925 Section 38 and shall be maintained at the equally shared
expense of the Tenant and the other respective estate owners
7.3 Covenants relating to adjoining premises
----------------------------------------
Nothing contained in or implied by this Lease shall give the Tenant
the benefit of or the right to enforce or to prevent the release or
modification of any covenant agreement or condition entered into by
any tenant of the Landlord in respect of any property not comprised in
this Lease
7.4 Rights Easements etc
--------------------
7.4.1 The operation of the Law of Property Act 1925 Section 62 shall
be excluded from this Lease and the only rights granted to the
Tenant are those expressly set out in this Lease and such
further ancillary rights that arise under the general law or by
necessary implication and the Tenant shall not by virtue of this
Lease be deemed to have acquired or be entitled to and the
Tenant shall not during the Term acquire or become
-46-
<PAGE>
entitled by any means whatever to any easement right privilege
or title from or over or affecting any other land or premises
now or at any time after the date of this Lease belonging to the
Landlord and not comprised in this Lease
7.4.2 Any rights excepted and reserved by the Landlord and those
authorized by it as set out in Part B of the First Schedule
shall be exercised only to the extent that they do not
materially and adversely affect or interfere with the Premises
the business carried on there or the rights expressly granted to
the Tenant
7.5 Disputes with adjoining occupiers
---------------------------------
If any dispute arises between the Tenant and the tenants or occupiers
of other parts of the Building as to any easement right privilege or
title in connection with the use of the Premises and any other part of
the Building or as to the boundary structures separating the Premises
from any other property it shall be decided by the Surveyor acting as
an expert and not as an arbitrator
7.6 Entry
-----
Any entry upon the Premises by the Landlord or by any person
authorized under this Lease to enter and/or in connection with the
rights referred to in Part B of the First Schedule shall be at
reasonable times and upon reasonable notice and subject to the proviso
that the Landlord shall make good all physical damage caused to the
Premises and any Tenant's fixtures and fittings and effects in the
exercise of any such right but shall not be responsible for any loss
of trade or other consequential loss resulting or alleged to result
from the proper exercise of such right of entry and the Tenant shall
have the right to require that the Landlord or such other authorized
person shall at all times be accompanied by a representative of the
Tenant
-47-
<PAGE>
7.7 Accidents
---------
The Landlord shall not be responsible to the Tenant or to anyone at
the Premises or the Building expressly or by implication with the
Tenant's authority for any accident happening or injury suffered or
for any damage to or loss of any chattel sustained in the Premises
unless as a result of any willful or negligent act or omission of the
Landlord its servants or agents
7.8 Perpetuity period
-----------------
The perpetuity period applicable to this Lease shall be eighty years
from the commencement of the Term
7.9 Exclusion of use warranty
-------------------------
Nothing in this Lease or in any consent granted by the Landlord under
this Lease shall imply or warrant that the Premises may lawfully be
used under the Planning Acts for the purpose authorized in this Lease
(or any purpose subsequently authorized)
7.10 Change in Base Rate
-------------------
Should the base rate referred to in Clause 4.1.3 cease to exist or be
published then for the purpose of construing this Lease any reference
to base rate shall be to such rate of interest as is most closely
comparable with such base rate and to be agreed by the parties or (in
case of dispute) determined by an independent Surveyor acting as an
expert and not as an arbitrator
7.11 After Vacation
--------------
If more than ten working days after the Tenant has vacated the
Premises on the expiry of the Term any property of the Tenant remains
in or on the Premises
7.11.1 the Landlord may as the agent of the Tenant sell such property
and the Tenant will indemnify the Landlord against any
liability incurred by it to any third party whose property
shall have been sold by the Landlord in
-48-
<PAGE>
the mistaken belief held in good faith (which shall be presumed
unless the contrary be proved) that such property belonged to
the Tenant
7.11.2 the Landlord shall be entitled to deduct out of the proceeds of
such sale all amounts of Rent Insurance Rent and Service Charge
Rent due from the Tenant under the terms of this Lease
including sums payable under paragraph 3 of the Fourth Schedule
all the amount of dilapidations and professional fees in
connection therewith the costs of storage and sale reasonably
incurred
7.12 Service of Notices
------------------
The provisions of the Law of Property Act 1925 Section 196 as amended
by the Recorded Delivery Service Act 1962 shall apply to the giving
and service of all notices and documents under or in connection with
this Lease except that any notice or document shall also be
sufficiently served if sent by telex telephonic facsimile transmission
or any other means of electronic transmission to the party to be
served (including the Surety if any) and service by such means shall
be deemed to be effected on the day of transmission if transmitted
before 4.00 pm on a working day but otherwise on the next following
working day
IT IS HEREBY CERTIFIED that there is no Agreement for Lease to which this
----------------------
Lease gives effect
IN WITNESS whereof the parties have executed this document as a deed the
----------
day and year first above written
-49-
<PAGE>
FIRST SCHEDULE
PART A
-------
Rights granted
--------------
1. Common Parts
------------
The right for the Tenant its invitees and customers on a 24 hour per day
365 day per year basis (in common with the Landlord and all other persons
having a like right) to use the Common Parts and the Car Park or such part
or parts thereof and facilities therein as may be designated or reasonably
necessary for the use of the Premises and the exercise of the right
referred to in paragraph 4 of this Part A of the First Schedule in each
case for all proper purposes in connection with the use and enjoyment of
the Premises subject to such reasonable rules and regulations relating to
the use thereof as the Landlord may prescribe from time to time (but which
shall not conflict with such right)
2. Pipes and Plant
---------------
The right for the Tenant (in common with the Landlord and all other persons
having a like right) to the free passage and running (subject to temporary
interruption for repair alteration or replacement or due to the occurrence
of any of the Insured Risks) of water sewage gas electricity air telephone
and other services or supplies to and from the Premises in and through the
Pipes and Plant that now serve the Premises presently laid or laid during
the Term in or under or over other parts of the Building
3. Support
-------
The right of support protection and shelter for the benefit of the Premises
as is now or may during the Term be enjoyed from all other parts of the
Building
4. Car Park
--------
The right to park private motor vehicles in the two car park spaces in the
Car Park allocated from time to time by the Landlord to the Tenant
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<PAGE>
5. Signage
-------
The right to display at the entrance to the Building and in the Common
Parts at the entrance to the Premises in a position approved by the
Landlord signs showing the name and business of any or every permitted
occupier of the Premises or any part thereof such signs to be in a style to
be approved by the Landlord (such approval not to be unreasonably withheld
or delayed)
PART B
------
Rights reserved
---------------
1. Use of Pipes and Plant
----------------------
The right to the free and uninterrupted passage and running of water sewage
gas electricity air telephone and other services or supplies from and to
other parts of the Building in and through the Pipes and Plant which now
are or may during the Term be in on under or over the Premises
2. Construction of Pipes and Plant
-------------------------------
The right to construct install and maintain in on under or over the
Premises at any time during the Term whether in their existing positions or
not any Pipes and Plant for the benefit of any other part of the Building
PROVIDED THAT the Landlord shall not construct or install any such Pipes or
-------------
Plant if it is not reasonably possible to construct or install the same in
the Common Parts or the Retained Parts
3. Access
------
3.1 The right to enter such parts of the Premises as may be necessary and
for such periods only as may be reasonably necessary (but subject to
Clause 7.6):
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<PAGE>
3.1.1 to carry out work or do anything whatever comprised within the
Landlords obligations in this Lease and to exercise properly and
reasonably any of the rights granted to the Landlord by this
Lease
3.1.2 to view the state and condition of and repair and maintain the
Building where such viewing or work would not otherwise be
reasonably practicable
3.1.3 to inspect cleanse connect to repair remove replace with others
alter or execute any necessary or reasonably desirable works to
or in connection with the Pipes Plant easements or services
referred to in this Schedule
3.1.4 to investigate any intruder or fire alarm call at the Premises
or which the Landlord reasonably believes relate to the Premises
and generally in the interests of the security of the Building
PROVIDED THAT the Landlord shall make good all damage caused by such
-------------
entry
3.2 The right with the Surveyor and any person acting as the third party
determining the Rent in default of agreement between the parties under
the provisions for rent review contained in this Lease at hours
convenient to the Tenant (acting reasonably) and to enter and to
inspect and measure the Premises for all purposes connected with such
rent review or any renewal of this Lease under the Landlord and Tenant
Act 1954
4. Scaffolding
-----------
The right to erect scaffolding ladders and other Plant for any purpose
connected with or related to the Building when the same is reasonably
required notwithstanding that such scaffolding ladders and other Plant may
temporarily restrict the access to or use and enjoyment of the Premises
PROVIDED THAT the Premises shall remain accessible and
-------------
-52-
<PAGE>
usable at all times in a reasonable manner by the Tenant and the Landlord
shall procure that any scaffolding is retained for as short a period as
possible
5. Support etc
-----------
The rights of light air support protection shelter and all other easements
and rights now or after the date of this Lease belonging to or enjoyed by
other parts of the Building
6. Light
-----
Full right and liberty at any time after the date of this Lease to alter
demolish build rebuild extend in height or otherwise any existing
structures or to erect new structures within adjoining or forming part of
the Building (such expression here excluding the Premises and services and
access to the Premises) in such manner as the Landlord shall think fit
provided that the same does not materially obstruct affect or interfere
with the amenity of or access to the Premises or the passage of light and
air to the Premises
7. Use of walls and Pipes and Plant
--------------------------------
Subject to the proviso to paragraph 2 of this Schedule full right and
liberty to take into use all walls and (other than those exclusively
serving the Premises) Pipes and Plant within the Premises and to build upon
connect with or otherwise use the same
8. Signs
-----
Full right and liberty for the Landlord or other persons authorized by or
on behalf of the Landlord to affix at any time during the Term to the
outside flank or rear main walls of the Premises or to blank elevations of
any other part of the Building any such items as the Landlord may
reasonably consider to be requisite or desirable building block names fire
or other emergency escape information panels including specifically
advertising or promotional panels kiosks or other articles or structures of
a like nature public lighting brackets (with lamps attached) seats street
names vending machines and waste paper receptacles PROVIDED THAT the same
-------------
shall not materially obstruct affect or interfere with the amenity of or
access to the Premises or the passage of light and air to the Premises
-53-
<PAGE>
9. Variation of use of Common Parts and Service Areas
--------------------------------------------------
Full right and liberty to control (which in this paragraph shall mean to
control regulate vary or terminate) the use of all Common Parts and
specifically:
9.1 To control pedestrian or vehicular traffic thereon or on any part
thereof and to erect such signs for the purpose as may be appropriate
9.2 To control the use of or access to the whole or any part of the Common
Parts provided that the Landlord shall where appropriate and
practicable make available reasonable alternative use or access and
shall in any event ensure that the Tenant's access to the Premises is
not at any time completely prevented
9.3 To control car parking by way of installing barriers or otherwise
(subject to the Tenant being provided with any necessary means to be
able to pass and repass any such barriers or other control at all
times)
10. Party Walls
-----------
Full right and liberty to build on or into any party wall of the Premises
subject to making good any damage caused thereby
PART C
------
Particulars of matters to which the Premises are subject
--------------------------------------------------------
The Entries in the Property Registers of the above Titles and in entry Numbers 1
to 4 inclusive of the Charges Register of Title Number LN 26420 and in Entry
Numbers 1 to 3 inclusive of the Charges Register of Title Number LN 27480
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<PAGE>
SECOND SCHEDULE
---------------
Service Charge
--------------
PART A
------
Definitions
-----------
1. "Services" means the services facilities and amenities specified in Part C
of this Schedule
2. "Additional Items" means the matters specified in Part D of this Schedule
3. "Annual Expenditure" means:
3.1 All costs expenses and outgoings whatever together with VAT thereon
reasonably and properly incurred by the Landlord (and not recoverable
as input tax) during a Financial Year or part thereof in or incidental
to the provision of all or any of the Services and
3.2 All sums reasonably and properly incurred by the Landlord during a
Financial Year in relation to the Additional Items and any VAT payable
on such items which is not recoverable as input tax but:
3.3 Excluding:
3.3.1 any expenditure in respect of any part of the Building for which
the Tenant or any other tenant or occupier shall be wholly
responsible or would be if the same were let on terms similar to
those contained in this Lease where such part is a Lettable Unit
and
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<PAGE>
3.3.2 any expenditure which shall (or would if such insurance were
properly in place) be met under any policy of insurance
covenanted to be maintained by the Landlord pursuant to its
obligations in this Lease or arising as a result of Acts of
Terrorism and
3.3.3 the initial capital cost of the construction of the Building and
the provision of Plant and machinery prior to the date of this
Lease and
3.3.4 any costs or fees incurred in relation to the grant of this
Lease or any other lease of any part of the Building (including
without limitation any inducements provided to procure the
letting of any Lettable Unit or any costs incurred in connection
with preparing or altering space for an occupier of any part of
the Building) and
3.3.5 the costs incurred in relation to the marketing renewal
replacement maintenance repair or decoration of any Lettable
Unit other than the Premises and
3.3.6 costs incurred in relation to any proceedings to recover the
Rents or sums equivalent to the Rents payable by any lessee or
occupier of any part of the Building
3.3.7 any costs and expenses relating to any renewals improvements to
or upgrading of the Building or any part of it unless necessary
for the purposes of or in the course of repair or maintenance of
a high class West End office building
3.3.8 any expenditure in respect of which the Landlord is able to
recover the cost thereof from any party or to secure repair or
maintenance works
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<PAGE>
from any party including (without limitation) by way of warranty
claims or claims under guarantees
3.4 Including (when any expenditure is incurred in relation to the
Building and other premises or expenditure is shared with other
premises) save (in each case) where such other premises comprise a
Lettable Unit the proportion of such expenditure paid by the Landlord
or which is reasonably attributable to the Building to be determined
from time to time by the Surveyor (acting as an expert and not as an
arbitrator) and
4. "Calculation Date" means 30th June in every year of the Term or such other
date as the Landlord may from time to time nominate and "Calculation Dates"
shall be construed accordingly
5. "Financial Year" means the period:
5.1 From the commencement of the Term to and including the first
Calculation Date and subsequently
5.2 Between two consecutive Calculation Dates (from and including the day
following the first Calculation Date up to and including the second
Calculation Date)
5.3 From the last Calculation Date to and including the expiration of the
Term
-57-
<PAGE>
PART B
------
Performance of the Services and payment of the Service Charge
-------------------------------------------------------------
1. Calculation of the Service Charge Rent
--------------------------------------
The Landlord shall procure that the Accountant shall as soon as is
reasonable after each Calculation Date prepare and certify an itemized
account showing the Annual Expenditure for the Financial Year ending on and
including that Calculation Date (save in respect of the last Financial Year
of the Term when it shall end on and including the date of expiration of
the Term) and containing a fair summary of the expenditure referred to in
it and the Landlord shall produce to the Tenant a copy of such certified
account as soon as reasonably practicable after the same has been certified
and the Tenant shall be entitled by appointment to inspect the amounts
relating to the Annual Expenditure and supporting vouchers and receipts at
such location as the Landlord reasonably directs
2. Payment of Service Charge Rent
------------------------------
2.1 The Tenant shall pay on demand for the period from and including the
Service Charge Commencement Date to but excluding the Quarter Day
after demand and thereafter on the next and each subsequent Quarter
Day a provisional sum calculated upon an itemized and reasonable
estimate by the Landlord's Surveyor acting as an expert and not as an
arbitrator of what the Annual Expenditure is likely to be for the
twelve months expiring on and including the next Calculation Date and
payable in four equal installments
2.2 If the Service Charge Rent for any Financial Year:
2.2.1 exceeds the provisional sum for that Financial Year and subject
to receipt by the Tenant of the certified account pursuant to
paragraph 1 of
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<PAGE>
this Part B of the Second Schedule the excess shall be due to
the Landlord within fourteen days of demand or
2.2.2 is less than such provisional sum the overpayment shall be
credited to the Tenant against the next quarterly payment of the
Service Charge Rent or at the end of the term only shall be
repaid to the Tenant within seven days of the ascertainment of
the amount of the Service Charge Rent
3. Variations
----------
3.1 The Landlord may withhold suspend add to extend discontinue vary or
make any alteration in the rendering of the Services or any of them
from time to time if the Landlord reasonably deems it desirable to do
so in the interests of good estate management
3.2 If at any time during the Term the total property enjoying or capable
of enjoying the benefit of any of the Services or the Additional Items
is increased or decreased on a permanent basis or the benefit of any
of the Services or the Additional Items is extended on a like basis to
any adjoining or neighbouring property or if some other event occurs a
result of which is that the proportion of the Annual Expenditure
attributed to the Premises is no longer appropriate or if the Landlord
acting reasonably determines that the Annual Expenditure should be
divided into categories and separate proportions introduced in respect
of each such category of expenditure or allocated in a different
manner to different parts of the Building (for example the showroom
residential apartments, offices and car park separately) the
proportion of the Annual Expenditure attributed to the Premises shall
be varied and/or additional proportions introduced with effect from
the Calculation Date following such event by agreement between the
parties or in
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<PAGE>
default of agreement within three months of the first proposal for
variation made by the Landlord in such a manner as shall be determined
to be fair and reasonable in the light of the event in question by an
independent surveyor (acting as an expert and not as an arbitrator)
except that nothing contained in this Lease shall imply an obligation
on the part of the Landlord to provide the Services or the Additional
Items to any adjoining or neighbouring property nor prevent the
Landlord from recovering in full from the tenants of the Building the
entire Annual Expenditure (save any amount which the Landlord must
contribute in respect of vacant Lettable Units)
4. Service Charge: Exceptional Expenditure
---------------------------------------
In the event that the Landlord shall be required during any Financial Year
to incur substantial or exceptional expenditure in respect of the Services
and/or the Additional Items which was not taken into account in its
calculation of the provisional sum for the Financial Year in question the
Landlord shall be entitled to recover from the Tenant on not less than
fourteen days prior written notice an additional provisional sum or Service
Charge Rent and/or increase the provisional sums payable for the rest of
the Financial Year in a sum representing the proportion of such additional
expenditure as corresponds with the proportion of the Annual Expenditure
attributable to the Premises divided equally between the remaining Quarter
Days in the Financial Year although the Landlord shall wherever possible
give not less than one month's notice of any likely demand under this
clause
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<PAGE>
PART C
------
The Services
------------
1. Maintaining etc Retained Parts
------------------------------
Maintaining repairing amending cleaning altering rebuilding renewing and
reinstating (in each of the last three cases only where beyond economic
repair) and where appropriate treating washing down painting decorating and
polishing to such standard as the Landlord may from time to time in its
reasonable discretion determine the Retained Parts
2. Maintaining etc Plant
---------------------
Inspecting testing servicing maintaining repairing amending cleaning
decorating operating insulating emptying and draining overhauling replacing
(where beyond economic repair) and insuring (save in so far as insured
under the other provisions of this Lease) all Pipes and Plant within the
Retained Parts or serving the Building
3. Lighting etc Retained Parts
---------------------------
Lighting and furnishing the Retained Parts to such standard as the Landlord
may from time to time in its reasonable discretion determine including the
provision of floodlighting inside and outside the Building
4. Heating etc
-----------
Providing such mechanical ventilation heating air conditioning and (if
deemed desirable by the Landlord) cooling for and the provision of hot and
cold water to such parts of the Retained Parts and for such hours and times
of year as the Landlord shall in its reasonable discretion determine
5. Common Parts open
-----------------
Keeping the Common Parts open 24 hours per day 365 days per year
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<PAGE>
6. Ornamental features etc
-----------------------
Maintaining (at the Landlord's reasonable discretion) any existing
architectural or ornamental features seasonal decorations or murals water
sprays fountains and providing and maintaining any plants shrubs trees or
flowers in the Retained Parts
7. Staff
-----
Providing such staff (on reasonable market terms) as the Landlord shall in
its reasonable opinion think fit and proper to employ
8. Furniture etc
-------------
Providing and maintaining furniture and furnishings and maintaining
existing features in the Retained Parts
9. Fixtures fittings etc
---------------------
Supplying providing purchasing hiring maintaining renewing and (replacing
in each of the last two cases where beyond economic repair) repairing
servicing overhauling and keeping in good and serviceable order and
condition all fixtures and fittings bins receptacles tools appliances
materials equipment and other things which the Landlord may reasonably deem
desirable or necessary for the maintenance appearance upkeep or cleanliness
of the Building
10. Windows
-------
Cleaning as frequently as the Landlord shall in its reasonable discretion
(but in any event not less than once every three months) consider adequate
the exterior and interior of all windows and window frames in the Retained
Parts and the exterior of all external windows of the Building
11. Refuse
------
Storing and disposing of refuse from the Building and the provision repair
maintenance and renewal of compactors paladins and other plant and
equipment for the collection treatment packaging or disposal of the same
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<PAGE>
12. Parking
-------
Controlling traffic in the Car Park including maintaining operating
repairing and replacing (where beyond economic repair) automatic barriers
and control equipment
13. Lavatories and Facilities
-------------------------
Heating lighting cleaning decorating maintaining repairing and renewing
(where beyond economic repair) from time to time all lavatories provided
within the Building any first aid facilities and any sanitary or other
equipment therein for the time being and the provision of all appropriate
towels toiletries and other facilities and the maintenance of an adequate
supply of hot and cold water thereto (save in connection with any such
items contained within a Lettable Unit)
14. Other Services
--------------
Any other or alternative services relating to the Building or any part of
the Building provided by the Landlord from time to time and not expressly
mentioned and which the Landlord reasonably considers ought properly to be
provided for the benefit of the Building which shall be:
(i) capable of being enjoyed by the occupier of the Premises
(ii) reasonably calculated to be for the benefit of the tenants of the
Building
(iii) in keeping with the principles of good estate management
-63-
<PAGE>
PART D
------
The Additional Items
--------------------
1. Fees
----
1.1 The reasonable and proper fees and disbursements (and any VAT payable
on them not recoverable by the Landlord as input tax) of:
1.1.1 The Surveyor and/or the Accountant and any auditor and any other
individual firm or company employed or retained by the Landlord
for (or in connection with) the surveying accounting and
auditing functions referred to in this Lease
1.1.2 To the extent that the same has not formed part of fees charged
under 1.1.1 above the managing agents (whether or not the
Surveyor) for or in connection with the management of the
Building and the performance of the Services and any other
duties in and about the Building or any part of it relating to
(without prejudice to the generality of the above) the general
management administration security maintenance protection and
cleanliness of the Building PROVIDED THAT such fees shall not
-------------
exceed 15% of the total cost of the Annual Expenditure
1.1.3 Any individual firm or company valuing the Building for the
purposes of all insurances effected pursuant to this Lease
PROVIDED THAT the same shall not be so valued more than once in
-------------
any twelve month period
1.1.4 Any individual firm or company providing caretaking or security
arrangements and services to the Building (other than the
Lettable Units)
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<PAGE>
1.1.5 Any other individual firm or company employed or retained by the
Landlord to perform (or in connection with) any of the Services
or any of the functions or duties referred to in this paragraph
1.2 The fees of the Landlord or a company or organization in the control
of the Landlord for any of the Services or the other functions and
duties referred to in paragraph 1.1.2 above which shall be undertaken
by the Landlord or such company or organization in the control of the
Landlord and not by a third party PROVIDED THAT such fees shall not
-------------
exceed 10% of the Annual Expenditure (excluding such charges)
2. Staff etc
---------
To the extent that the same has not formed part of the fees charged under
1.1 the reasonable and proper cost of employing (whether by the Landlord a
Group Company the managing agents or any other individual firm or company)
such staff (including specifically a Building Manager and caretakers
cleaners commissionaires engineers managers receptionists security guards
supervisory staff and other appropriately qualified staff and workmen) as
the Landlord may in its absolute discretion deem necessary for the
performance of the Services and the other functions and duties referred to
in paragraph 1.1. above and all other incidental expenditure in relation to
such employment including but without prejudice to the generality of the
above
2.1 Insurance national insurance pension and welfare contributions and
redundancy payments where appropriate
2.2 The provision of uniforms and working clothes
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2.3 The provision of tools appliances cleaning and other materials
fixtures fittings and other equipment a store for housing the same
within the Building and the provision of telephones for the proper
performance of their duties and
2.4 A notional rent (not exceeding the current market rent such rent to be
determined by the Surveyor acting reasonably and as an expert and not
as an arbitrator) for any office accommodation staff room or other
premises in the basement of the Building and forming part of the
Retained Parts provided for such staff
3. Rates and Outgoings
-------------------
Paying or discharging all existing and future rates taxes assessments
charges duties impositions and outgoings whatsoever (whether parliamentary
local or otherwise or whether or not of a capital or non-recurring nature
but excluding any payable by the Landlord resulting from receipt of rent or
any dealing or ownership of any reversionary interest) which now are or may
at any time hereafter during the Term be charged levied assessed or imposed
upon or payable in respect of the Building as distinct from a particular
Lettable Unit or Units or the Retained Parts save and insofar as the same
shall (or would have had the same been subject to a lease or license) have
been imposed upon the Tenant or any other tenant or licensee of a part of
the Building
4. Contracts for services
----------------------
To the extent that the same has not formed part of the fees charged under
paragraphs 1.1 or 2 the reasonable and proper cost of entering into any
contracts for the carrying out of all or any of the Services and other
functions and duties which the Landlord may in its reasonable discretion
deem desirable or necessary including specifically contracts for cleaning
security and maintenance of lift plant pipes machinery and the reasonable
cost of monitoring the performance by any staff or other persons employed
in connection with the provisions of any one or more of the services
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5. Electricity, gas etc
--------------------
The cost of the supply of electricity gas oil or other fuel or power for
the provision of the Services and for all purposes in connection with the
Retained Parts
6. Road etc charges
----------------
The expense of making repairing maintaining rebuilding and cleansing any
ways roads pavements or structures Pipes or anything which may belong to or
be used for the Building or any part of it exclusively
7. Regulations
-----------
The reasonable and proper cost charges and expenses of preparing and
supplying to the tenants copies of any regulations made by the Landlord
relating to the Building or the use of it
8. Statutory etc requirements
--------------------------
The reasonable and proper cost of taking all steps reasonably deemed
desirable or expedient by the Landlord in the interests of good estate
management for complying with making representations against or otherwise
contesting the incidence of the provisions of any statute bylaw or notice
concerning town planning public health highways streets drainage or other
matters relating to or alleged to relate to the Building or any part of it
for which any tenant is not directly and exclusively liable
9. Signs
-----
The provision maintenance repair decoration cleaning and renewal of all
signboards and/or notice boards which shall from time to time be placed
upon the Retained Parts
10. Nuisance
--------
The reasonable and proper cost to the Landlord of abating a nuisance in
respect of the Building or any part of it insofar as the same is not the
liability of any individual tenant
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11. Interest
--------
Any reasonable and proper interest and fees in respect of money borrowed to
finance the provision of the Services or the Additional Items
12. Complaints
----------
The costs incurred in dealing with all queries or complaints correspondence
or otherwise relating to the Building and/or its use and/or occupation but
not including any such relating to the promotion or marketing of the
Building or relating to any of the Lettable Units
13. General
-------
Expenditure on the reasonable and proper cost of any other item which the
Landlord in its reasonable discretion thinks proper for the more efficient
management and use of the Building and the comfort and convenience of the
tenants of the Building
14. Anticipated expenditure
-----------------------
Such reasonable provision (if any) for reasonably anticipated expenditure
in respect of any of the Services as the Landlord shall in its reasonable
discretion consider appropriate PROVIDED THAT:
-------------
14.1 provision shall only be made for specifically identified items of
major expenditure
14.2 all monies reserved in respect of any such item shall be held in an
interest bearing account with interest accruing for the benefit of the
fund
14.3 all monies reserved in respect of any such item shall be utilized in
paying for the same in priority to any other monies
14.4 the Landlord shall use reasonable endeavours to minimize the tax (if
any) payable in respect of such reserves
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THIRD SCHEDULE
--------------
Rent Review
-----------
1. Definitions
-----------
1.1 The terms defined in this paragraph shall for all purposes of this
Schedule have the meanings specified
1.2 "Market Rent" means the rent at which the Offices might be expected to
be let on the open market at the relevant Review Date after the expiry
of a rent free period of such length as would be negotiated in the
open market between a willing lessor and a willing lessee to enable
the willing lessee to fit out the Offices for immediate occupation and
use making the Assumptions but disregarding the Disregarded Matters
1.3 "Assumptions" means the following assumptions as at the relevant
Review Date:
1.3.1 that the lease is just of the Offices and does not include the
Apartment
1.3.2 that no work has been earned out on or to the Offices by the
Tenant its sub-tenants or their predecessors in title during the
Term which has diminished the rental value of the Offices
1.3.3 that if the Offices or any accesses or services thereto have
been destroyed or damaged they have been fully restored so as to
render the Offices fit for occupation and use
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1.3.4 that the covenants contained in this Lease on the part of the
Tenant have been fully performed and observed
1.3.5 that the Offices are available to let by a willing landlord to a
willing tenant by one lease without a premium being paid by
either party and with vacant possession and that such willing
tenants exist
1.3.6 that the lease referred to in paragraph 1.3.5 contains the same
terms (excepting any specific to the Apartment) as this Lease
except:
(a) for the amount of the Rent and any rent free period allowed
to the Tenant for fitting out the Offices for its occupation
and use at the commencement of the Term but including the
provisions for rent review on the Review Dates and at
similar intervals after the last Review Date and
(b) that the term of the lease is equal in length to the Term
remaining unexpired at the relevant Review Date or a period
of five years (whichever is the greater) and that such term
begins on the relevant Review Date and that the rent shall
commence to be payable from that date
1.3.7 that the Offices are ready for and fitted out and equipped for
immediate occupation and use for the Permitted Use and that all
the services required for such occupation and use are connected
to the Offices
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1.4 "Disregarded Matters" means:
1.4.1 any effect on rent of the fact that the Tenant its sub-tenants
and other permitted occupiers or their respective predecessors
in title have been in occupation of the Offices
1.4.2 any goodwill attached to the Offices by reason of the carrying
on at the Offices of the business of the Tenants its sub-tenants
and other permitted occupiers or their predecessors in title in
their respective businesses
1.4.3 any increase in rental value of the Offices attributable to the
existence at the relevant Review Date of any alteration addition
or improvement to the Offices carried out with consent where
required (otherwise than in pursuance of an obligation to the
Landlord or its predecessors in title save where such obligation
arises pursuant to or in connection with clause 4.18) by the
Tenant its sub-tenants or their respective predecessors in title
or by any lawful occupier during the Term or during any period
of occupation prior to the Term arising out of an agreement for
lease
1.5 "President" means the President for the time being of the Royal
Institution of Chartered Surveyors or his duly appointed deputy
1.6 "Appointed Surveyor" means the surveyor agreed upon between the
parties or appointed by the President pursuant to paragraph 3 below
1.7 "agree" or "agreed" means agree or agreed in writing between the
parties
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2. From each Review Date the Rent shall be such as may at any time be agreed
as the Rent payable from that Review Date or (in default of such agreement)
whichever is the greater of:
(a) the Market Rent plus a factor of two-thirds of the Market Rent
expressed as a rate per square meter applied to the area in square
metros of the Apartment or
(b) the Rent contractually payable immediately before the Review Date
3. If by a date three months before a Review Date the Rent payable from that
Review Date has not been agreed the Landlord and the Tenant may agree upon
a person to act as the Appointed Surveyor who shall determine the Market
Rent but in default of such agreement then the Landlord or the Tenant may
at any time whether before or after the Review Date make application to the
President to appoint a surveyor to determine the Market Rent and such
application shall request that the surveyor to be appointed shall if
practicable be a specialist in the letting of and in rent review
negotiations for premises of the same type as the Offices
4. (1) Unless the Landlord and the Tenant otherwise agree the Appointed
Surveyor shall act as an expert and not as an arbitrator and unless
the Appointed Surveyor shall otherwise direct the Landlord and the
Tenant shall each be responsible for one-half of his fees and if
either shall pay the whole thereof he shall be entitled to recover
one-half thereof from the other
(2) In deciding upon the manner in which the costs of the determination
shall be borne the Appointed Surveyor may have regard to the contents
of any notices served or offers made by either party to the other and
the nature and content of any representations made to him or on behalf
of either party
(3) The Appointed Surveyor shall afford each party the opportunity to make
such written and/or verbal representations to him as such party may
wish subject to
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such reasonable time and other limits as the Appointed Surveyor may
prescribe and he shall have regard to such representations but not be
bound thereby
(4) If the Appointed Surveyor refuses to act or is incapable of acting or
dies the Landlord or the Tenant may apply to the President for the
further appointment of a surveyor
5. If by a Review Date the Rent payable from that Review Date has not been
ascertained pursuant to this Schedule the Tenant shall continue to pay the
Rent at the rate previously payable and on the Quarter Day next (or earlier
if the Tenant so desires) after such ascertainment the Tenant shall pay to
the Landlord the difference for the period ending on that Quarter Day (or
earlier date of payment) between the Rent paid and the Rent so ascertained
and the several parts of such difference shall bear interest thereon at the
base lending rate of Barclays Bank plc (or such other bank as is specified
in Clause 4.1.3) from the date when each such part would have been payable
if the Rent had been ascertained on or before the relevant Review Date
until the Quarter Day next after such ascertainment or such earlier date of
payment
6. If at any Review Date there is by virtue of any Statute a restriction upon
the Landlord's right to review the Rent or if at any time there is by
virtue of any Statute a restriction upon the right of the Landlord to
recover the Rent otherwise payable then upon the ending removal or
modification of such restriction and subject to there having been no review
at the previous Review Date the Landlord may thereafter give to the Tenant
not less than one month's written notice requiring an additional rent
review with effect from the date of such ending removal or modification
which date shall for the purposes of this Schedule be a Review Date
7. A Memorandum of the Rent ascertained from time to time in accordance with
this Schedule shall be prepared by the Landlord in two parts one part to be
signed by an individual Tenant or signed on behalf of a Company Tenant and
annexed to the
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Counterpart and the other part to be signed on behalf of the Landlord and
annexed to the Lease
8. Time shall not be of the essence in relation toy paragraph of this Schedule
THE FOURTH SCHEDULE
-------------------
Guarantor Covenants
-------------------
1. That as between the Guarantor and the Landlord the liability of the
Guarantor will be as principal debtor and covenantor
2. That the Tenant will at all times during the Term (and as well after as
before any disclaimer of this Lease) duly and punctually pay the rents as
herein provided and will observe and perform all the tenant's covenants and
conditions contained in this Lease
3. That if at any time during the Term the Tenant defaults in paying any of
the rents or in observing or performing any of the covenants and conditions
contained in this Lease the Guarantor will pay such rents and observe and
perform the covenants or conditions in respect of which the Tenant is in
default and pay and make good to the Landlord on demand all losses damages
costs and expenses sustained by the Landlord through the default of the
Tenant notwithstanding:
3.1 any time or indulgence granted by the Landlord to the Tenant or any
neglect or forbearance of the Landlord in enforcing the payment of
rents or the observance of performance of the Tenant's covenants or
any refusal by the Landlord to accept rents tendered by or on behalf
of the Tenant at a time when the Landlord was entitled (or would after
the service of a notice under Section 146 of the Law of Property Act
1925 have been entitled) to re-enter the Premises
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3.2 that the terms of this Lease may have been varied by agreement between
the parties save where such variation falls within Section 18 of the
Landlord and Tenant (Covenants) Act 1995 (or would if the Guarantor is
or was a former tenant of the Premises)
3.3 that the Tenant may have surrendered part of the Premises in which
event the liability of the Guarantor hereunder shall continue in
respect of the part of the Premises not so surrendered after making
any necessary apportionments under the Law of Property Act 1925
Section 140
3.4 that the Tenant may have ceased to exist
3.5 any other act or thing whereby but for this provision the Guarantor
would have been released other than a release given in writing by the
Landlord
4. If at any time during the Term the Tenant (being an individual) becomes
bankrupt or (being a company) goes into liquidation and the trustee in
bankruptcy or liquidator disclaims this Lease then this Schedule will
remain in full force and effect notwithstanding such event and the
Guarantor will if the Landlord shall by notice in writing within three
months after such disclaimer so requires take from the Landlord a lease of
the Premises for a term commensurate with the residue of the Term which
would have remained had there been no disclaimer at the same Rent then
being payable and subject to the same covenants and conditions as are
reserved by and contained in this Lease the said lease to take effect from
the date of the said disclaimer and in such case the Guarantor shall pay
the reasonable and proper costs of the preparation of such new Lease and
execute and deliver to the Landlord a counterpart of it
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5. The parties agree that this guarantee shall only subsist for such period
and extend to such liabilities restrictions and other requirements as are
permitted by the Landlord and Tenant (Covenants) Act 1995
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ON ORIGINAL
-----------
( EXECUTED by the Landlord but not
--------
( delivered until the date above by the
( affixing of THE COMMON SEAL of
---------------
( FRIENDS' PROVIDENT LIFE OFFICE
------------------------------
( in the presence of:
Authorized Signatory
Authorized Signatory
ON COUNTERPART
--------------
( EXECUTED by the Tenant but not
--------
( delivered until the date above
( by the affixing of THE COMMON
----------
( SEAL of IBIS (505) LIMITED
---- ------------------
( in the presence of:
Director
Director/Secretary
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