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Exhibit 10.11
This Lease is a new tenancy as described in Section 1 of the Landlord and Tenant
(Covenants) 1995
[LOGO]
NABARRO NATHANSON
DATED 18th October 1996
RAVENSEFT PROPERTIES LIMITED
-to-
HOLISTIC SYSTEMS LIMITED
___________________________________
LEASE
of
Premises known as
The First and Second Floor Offices
The Broadwalk
Ealing Broadway Centre
Ealing Broadway London W5
___________________________________
Nabarro Nathanson
50 Stratton Street
London W1X 6NX
Tel: 0171 493 9933
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THIS LEASE made the 10th day of October One thousand nine hundred and ninety six
BETWEEN RAVENSEFT PROPERTIES LIMITED whose registered office is at 5 Strand
London WCZN 5AF (hereinafter called "the Landlord" which expression shall where
the context so admits include the estate owner for the time being entitled to
the reversion immediately expectant on the determination of the term hereby
granted) of the one part and HOLISTIC SYSTEMS LIMITED whose registered office is
at Suite C Second Floor International House 7 High Street London W5 5DB (Company
Registration Number 2062372) (hereinafter called "the Tenant" which expression
shall where the context so admits include the person deriving title under it or
them) of the other part
WITNESSETH as follows:-
Definitions
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1. IN this Lease save where the context otherwise requires the following words
and expressions shall have the meanings assigned to them hereunder:-
"the Adjoining Building"
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The Development (other than the Building)
"the Building"
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The land and any buildings erections or other facilities thereon or on
parts thereof and anything attached to such buildings (eg canopies) of
which the demised premises form part as the same is shown edged yellow on
the Plan
"the Car Park"
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means the area hatched green on the Plan
"the Car Parking Spaces"
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means twenty-four car parking spaces within the Car Park as the Landlord
may from time to time designate
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"the Common Parts"
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The service roads loading bays circulation areas car parks and accesses
thereto fire escapes of or appertaining to the Building and any other areas
thereof not intended for demise by lease to a lessee (other than the mall)
"the demised premises"
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The premises described in Part I of the First Schedule
"the Development"
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The Shopping Centre being the land and any buildings erections or other
facilities thereon or on parts thereof of which the Building forms part as
the same is shown edged blue on the Plan
"this Lease"
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this deed and any licence deed or other document supplemental hereto
"the Lifts"
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means the lifts coloured purple on the Plan
"the nearby premises"
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The Development (but excluding that part thereof comprising the demised
premises) with all land adjoining and neighbouring the Development and any
building now or hereafter erected thereon or on some part thereof and any
part or parts thereof including any premises erected above the demised
premises
"Open Hours"
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means between 8.00 a.m and 6.00 p.m. Monday to Friday inclusive (but not
including any English Public holiday)
"Permitted Part"
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means either:-
(i) that part of the Demised Premises on the first floor of the Building
together with the right to use twelve Car Parking Spaces: or
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(ii) this part of the Demised Premises on the second floor of the Building
together with the right to use twelve Car Parking Spaces
provided that each such part must be capable of separate occupation and
having all necessary means of escape and facilities including (without
limitation) access for servicing and necessary toilet sanitary and staff
facilities and which complies with current statutory requirements including
(without limitation) fire and building regulations
"the Plan"
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The plan or plans annexed hereto
"the termination date"
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The expiration date of the term hereby granted (including where applicable
any continuance or extension thereof in accordance with the provisions of
any legislation now or hereafter to be passed) whether arising from the
sooner determination thereof or by effluxion of time
Demise
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2. THE Landlord hereby demises unto the Tenant ALL THAT the demised premises
TOGETHER with the easements and rights specified in Part II of the First
Schedule subject as therein mentioned EXCEPT AND RESERVING unto the
Landlord and its lessees servants licensees and all other persons who shall
now have or may hereafter be granted the same by the Landlord the rights
and easements specified in Part III of the First Schedule TO HOLD the
demised premises unto the Tenant for a term commencing on the 29th day of
September One thousand nine hundred and ninety six for a term of TEN YEARS
expiring on the 28th day of September Two thousand and six YIELDING AND
PAYING therefor during the first five years of the said term yearly and
proportionately for any fraction of a year the rent of ONE HUNDRED AND
EIGHTY EIGHT THOUSAND TWO HUNDRED AND FIFTY POUNDS ((pound)188,250.00) and
during the remainder
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of the term the rent determined in accordance with the provisions of the
Second Schedule hereto by equal quarterly payments to be made in advance
on the usual quarter days in every year without any deduction (except
income tax on the rent hereby reserved lawfully deductible) The first
payment to be for the period from 18th day of July One thousand nine
hundred and ninety seven to the quarter day next following and to be paid
on that date AND ALSO YIELDING AND PAYING by way of additional rent the
premiums paid by the Landlord for the purpose of insuring the demised
premises in the full reinstatement value thereof (including architects'
and quantity surveyors' fees and other incidental expenses and three years
rent hereby reserved) against loss or damage by the risks of fire
explosion storm or tempest (including lightning) earthquake subsidence
flood burst or overflowing pipes impact and (in peacetime) aircraft and
any articles dropped therefrom riot civil commotion and malicious damage
as are (at the time such insurance is effected) generally available on
normal commercial terms and such other risks against which the Landlord
may from time to time reasonably deem it desirable to insure and which is
or are generally available on normal commercial terms (hereinafter
together referred to as "the insured risks") such last mentioned rent to
be paid without deduction within 14 days of demand AND ALSO YIELDING AND
PAYING by way of additional rent the sums due in accordance with the
provisions of Clause 3(3) hereof AND ALSO YIELDING AND PAYING by way of
additional rent the sums due in accordance with Clause 5(4) hereof (so far
as they relate to the rents firstly secondly and thirdly reserved
hereunder)
3. THE Tenant HEREBY COVENANTS with the Landlord as follows:-
To pay rents
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(1) To pay the rents hereby reserved at the times and in the manner aforesaid
and without deduction save as aforesaid
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To pay outgoings
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(2) To bear pay and discharge (a) all rates taxes duties charges assessments
impositions and outgoings whatsoever whether parliamentary parochial or of
any other description now or hereafter assessed charged or imposed upon or
payable in respect of the demised premises or any part thereof or upon the
owner or occupier thereof and (b) the proportion reasonably and properly
attributable to the demised premises of any such rates taxes duties
charges assessments impositions and outgoings as may be assessed charged
or imposed upon the demised premises jointly with other premises or upon
the owners or occupiers thereof (except (i) such income tax on the rent
hereby reserved as shall be properly payable by the Landlord and (ii) any
tax or charge occasioned by any disposition of or dealing with the
reversion immediately expectant on the term hereby granted)
Service Charge
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(3) (a) To pay to the Landlord at the times and in manner hereinafter
provided in every year of the said term and so in proportion for any
part of a year a fair and proper proportion as may be determined
acting reasonably from time to time by the Landlord's surveyor (whose
decision shall be final and binding on the parties hereto save in the
case of manifest error) (hereinafter referred to as "the Service
Charge") of the expenses (including provision (as set out in the
Third Schedule) for the renewal of the Landlord's plant and
machinery) incurred by the Landlord in connection with or relating to
the works services and facilities (hereinafter together referred to
as "the services") as set forth in the Third Schedule in relation to
the Building
(b) The accounting period shall be the year or other period ending on the
Thirty first day of March in every year or such other date as may
from time to time be fixed by the Landlord and notified to the Tenant
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(c) As soon as practicable after the end of each accounting period the Landlord
will furnish the Tenant with a statement (which save for any manifest error
therein shall be conclusive and binding on the parties hereto) of the
expenditure incurred by the Landlord in respect of the services for the
relevant accounting period and of the Service Charge payable by the Tenant
for such period
(d) Pending the ascertainment of the Service Charge for each accounting period
the Tenant shall pay by equal quarterly payments on the four usual quarter
days in every year of the said term and proportionately for any part of a
year a provisional sum by way of Service Charge such provisional sum to be
such amount as the Landlord shall reasonably require having regard to the
actual Service Charge for preceding accounting periods and for the first
period after the commencement of the said term such provisional sum as the
Landlord shall reasonably require
(e) When the actual Service Charge for each accounting period has been
ascertained any surplus due from or paid by the Tenant by way of Service
Charge shall be added to or subtracted from (as the case may be) the
immediately succeeding payment or payments to be made by the Tenant under
paragraph (d) of this sub-clause except in the case of an amount owing at
the expiry of the said term which shall be paid or repaid as the case may
be as soon as reasonably practicable
(f) The Service Charge payable (excluding VAT) in any accounting period (but
excluding the provision of a security guard for the supervision of the
ground floor reception area together with associated duties and the
matters referred to in 3(3)(h) below) shall not exceed the Service Charge
Cap (or a relevant proportion thereof in the case of the first and last
accounting periods) calculated in accordance with the provisions of the
Fifth Schedule
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(g) Each and every payment as [ILLEGIBLE] respect of the Service Charge if
not satisfied within a period of twenty one days of the demand
therefor shall then be recoverable by action
(h) In the event that the Tenant specifically requires the Landlord to
keep any part of the Building open for the Tenant outside the Open
Hours or to incur any other expenditure on that account by the
provision of services outside the Open Hours the Tenant will reimburse
to the Landlord on demand either:-
(i) the whole of the reasonable cost in respect thereof; or
(ii) if such services are also used by other tenants within the
Building a fair proportion of the reasonable cost of those
services
and for the avoidance of doubt the Tenant will also pay a fair
proportion of the cost of any services provided outside the Open Hours
(at the request of another Tenant within the Building) where these
have not been specifically required by the Tenant but are made use of
by the Tenant. Such payment shall be made within 21 days of demand.
To pay Water Rates
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(4) UNLESS the water supply to the Building is metered to pay to the Landlord
within 14 days of written demand all sums paid by the Landlord in respect
of the water rate and sewerage and environmental charges payable in respect
of or properly attributable to the demised premises
Repair
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(5) (a) TO keep the demised premises in good and substantial repair (damage by
the insured risks hereinbefore defined excepted save to the extent
that the relevant policy or policies of insurance effected by the
Landlord shall have been vitiated or payment of the policy moneys
refused in whole or in part by or in consequence of some act neglect
or default on the part of or
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suffered by the Tenant any underlessees or their respective servants
agents or licensees)
(b) To clean the interior of all glass in the doors and windows of the
demised premises at least once in every month and to keep in good
repair and clean all pipes wires gullies and drains (if any)
exclusively serving the demised premises and not to do or permit or
suffer to be done anything whereby any other pipes wires gullies and
drains become obstructed
(c) Without prejudice to the generality of Clause 3(5)(a) above to keep
the lobby area of the demised premises at second floor level shown
coloured green on the Plan cleansed and maintained to a high standard
Defective Premises Act 1972
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(6) TO give notice in writing to the Landlord of any relevant defect in or
affecting the demised premises within the meaning of the Defective Premises
Act 1972 as soon as practicable after the same comes to the notice of the
Tenant or any agent or servant of the Tenant and to indemnify the Landlord
from and against all obligations actions costs claims and demands arising
in respect of the demised premises under the said Act or otherwise
Decoration
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(7) IN every fifth year of the said term (should the said term so long last)
and in any event immediately before the termination of the said term
(however the same may be determined) to paint the interior of the demised
premises with two coats of oil paint or of emulsion paint all the internal
parts of the demised premises previously so treated respectively and to
re-polish all the internal parts previously polished including the floor
surfaces and to paper grain and varnish all the internal parts previously
papered grained and varnished all such work to be carried out to the
reasonable satisfaction of the Landlord Surveyor and all
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materials to be in colours and of a quality approved by the Landlord such
approval not to be unreasonably withheld or delayed
To yield up
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(8) TO yield up to the Landlord the demised premises so repaired painted
papered polished grained varnished and kept as aforesaid at the expiration
of or sooner determination of the said term together with all improvements
made thereto in the meantime which have become the Landlord's fixtures and
fittings and all Landlord's fixtures and fittings in or upon the demised
premises or which during the said term may be affixed or fastened to or
upon the same (damage by the insured risks hereinafter defined excepted
save to the extent that the relevant policy or policies of insurance
effected by the Landlord shall have been vitiated or payment of the policy
moneys refused in whole or in part by or in consequence of some act neglect
or default on the part of or suffered by the Tenant or their servants
agents or licensees)
To permit access for repair
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(9) TO permit the Landlord or its agents or workmen to have access to the
demised premises to exercise the exceptions and reservations contained in
Part III of the First Schedule upon the terms therein mentioned
To permit entry to view and take inventories
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(10) TO permit the Landlord or its agents with or without workmen and others at
all reasonable times upon reasonable prior written notice (save in case of
emergency) to enter upon the demised premises to examine the state and
condition thereof and of the fixtures and fittings therein and to take
inventories or such fixtures and fittings and to give or leave upon the
demised premises for the Tenant notice in writing of all defects and wants
of repair there found for which the Tenant is liable hereunder and calling
upon the Tenant within three months thereafter to make good such defects
and wants of repair and if the Tenant shall fail to comply with
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any such notice or make default in the performance of any of the foregoing
covenants relating to the repair decoration or other works which ought to
be, carried out to the demised premises to permit the Landlord upon prior
written notice (save in emergency) (but without prejudice to the right of
re-entry under the clause hereinafter contained) to enter upon the demised
premises and repair paint or carry out such work
To repay cost of repairs
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(11) TO repay to the Landlord within 14 days of written demand the cost of any
repair painting or other works carried out by the Landlord pursuant to Clause
3(10)
To pay costs regarding Sections 146/147 Proceedings
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(12) TO pay to the Landlord within 14 days of written demand all charges and
expenses (including reasonable and proper legal costs and fees payable to the
Landlord's Surveyor) which may be reasonably and properly incurred by the
Landlord in any proceedings under Sections 146 and 147 of the Law of Property
Act 1925 notwithstanding that forfeiture is avoided otherwise than by relief
granted by the Court
Electricity requirements
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(13) AT all times during the said term to comply with the requirements and
regulations of London Electricity plc or other electricity supply authority with
regard to the electrical wiring installation and equipment in the demised
premises but not without the previous permission in writing of the Landlord
(such permission not to be unreasonably withheld or delayed) to carry out any
electrical work which may affect the electrical system within the Building or
make any alteration to or extension of the electrical installation in the
demised premises or the Building
User
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(14) NOT to use or permit or suffer the use of the demised premises otherwise
than as offices falling within use class B1 of the Town and Country Planning
(Use Classes) Order 1987 and as ancillary thereto for the purposes of the
holding of training courses
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and other organised events directly linked to the Tenant's business PROVIDED
THAT no services should be provided principally to visiting members of the
general public
Comply with Statutory Requirements
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(15) TO observe and comply in all respects with the provisions and requirements
of any and every enactment (which expression in this covenant includes as well
any and every Act of Parliament already or hereafter to be passed as any and
every order regulation and bye-law already or hereafter to be made under or in
pursuance of any such Act) so far as they relate to or affect the demised
premises or any additions or improvements thereto or the user thereof and not by
any act or omission in connection with the demised premises to contravene any
provision or any enactment bye-law or order regulation or direction made under
any enactment and at all times hereafter to indemnify and keep indemnified the
Landlord against all proceedings costs expenses claims and demands in respect of
any contravention by the Tenant
To inform the Landlord of Notices
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(16) As soon as reasonably practicable to give full particulars to the Landlord
of any notice or proposal for a notice or order or proposal for an order given
issued or made to the Tenant by a local or other authority and if so required by
the Landlord to produce such notice to the Landlord and also without delay to
take all reasonable or necessary steps to comply with any such notice or order
Auction Sales
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(17) NOT to hold or permit or suffer to be held any sale by auction on the
demised premises.
Signs and Notices
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(18) NOT to display or permit or suffer to be displayed any indication of trade
or any sign placard or advertisement on the demised premises other than as
previously approved in writing by the Landlord and not without the previous
consent in writing of the Landlord to affix or place or permit or suffer to be
affixed or placed any names or
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notices on the walls or in the windows or on the names [ILLEGIBLE] of the
Building or place or permit or suffer to be affixed or placed any plate or
writing on the office doors except writing in the style and size adopted in the
Building
No Nuisance or Annoyance
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(19) NOT to permit or suffer the cooking or heating of food on the demised
premises (other than reheating pre-cooked food by way of a microwave oven for
consumption on the demised premises by the Tenant's employees or visitors and
provided that the smells from re-heating such do not cause a nuisance or
inconvenience to the other tenants in the Building) or to do or permit or suffer
on the demised premises or any part of the Building any other act or thing which
is illegal or immoral or which is a nuisance or annoyance to the Landlord or any
tenant of the Landlord or the occupiers of the remainder of the Building or of
any adjoining or adjacent property or the neighbourhood
No Vitiation of Insurance
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(20) NOT to do or permit or suffer to be done anything which invalidates any
Policy or Policies of Insurance effected by the Landlord (the material terms of
which have been notified to the Tenant.) in respect of the Building and/or the
rents receivable in respect thereof or increase the premium or premiums payable
in respect thereof
Alterations
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(21) NOT to cut maim or injure any of the walls beams or timbers of the demised
premises nor without the previous consent in writing of the Landlord (such
consent not to be unreasonably withheld or delayed) to make any other
alterations to the demised premises provided that the Tenant may (without the
consent of the Landlord) instal or remove demountable partitioning upon the
following conditions:-
(i) such partitions shall be constructed and installed in a proper
and workmanlike manner and so as not to cut maim or injure any of
the walls or timbers of the demised premises
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(ii) the Tenant shall give to the Landlord and to the Landlord's
insurers notice of the intended installation as aforesaid
before works are commenced and the Tenant shall comply with
all the requirements of such insurers
(iii) the Tenant shall make good without undue delay all damage
caused by the installation of such partitions
(iv) at the termination date the Tenant shall if required by the
Landlord remove any such partitions and restore the
demised premises to their former state and condition
No Obstruction of Entrances or Passageways
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(22) (a) NOT to remove from or bring into the demised premises any furniture
or heavy or bulky goods between the hours of 9 a.m. and 6 p.m. Mondays to
Fridays (inclusive) and not to obstruct or permit or suffer to be obstructed any
passages staircases or lifts provided for general use in the Building or any
means of escape or to do or permit or suffer to be done anything which is a
source of danger to persons using any such passages staircases lifts or means of
escape
(b) Not to use or permit or suffer the use of any trolleys or other
conveyances in the common passageways or entrance halls of the Building except
those fitted with rubber tyres or other similar coverings on the wheels thereof
which do not unduly injure damage or mark the surface of the said passageways or
entrance halls
No Overloading
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(23) NOT to place safes and/or other heavy articles except as and where approved
by the Landlord (such approval not to be unreasonably withheld or delayed) and
in particular not to exceed or permit or suffer to be exceeded the designed
floor loading of the Building
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Alienation
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(24) (a) SAVE as may hereinafter be expressly permitted not to assign underlet
share part with the possession or occupation of any part (as opposed
to the whole) of the demised premises
(b) Not to assign the whole of the demised premises without the prior
written consent of the Landlord such consent not to be unreasonably
withheld or delayed subject to the agreements contained in the next
succeeding sub-clauses (i) (ii) (iii) and (iv):-
(i) A refusal of such consent will be reasonable if on the
ground (whether or not with other grounds) that in the
reasonable opinion of the Landlord the assignee is unlikely
to be able to meet its obligations under this Lease having
regard to all of the relevant circumstances
(ii) Sub-clause (i) above shall operate without prejudice to the
right of the Landlord to refuse such consent on any other
ground or grounds where such refusal would be reasonable
(iii) It will be reasonable for any one or more of the following
conditions to be attached to any such consent:-
(A) a requirement that the assigning Tenant executes as a
deed and delivers to the Landlord prior to the
assignment in question an authorised guarantee
agreement (as defined in and for the purposes of
Section 16 of the Landlord and Tenant (Covenants) Act
1995)
(B) Either:
(a) if the Landlord reasonably so requires a
requirement that a third party guarantor
reasonably acceptable to the Landlord is provided
who executes in favour of the
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Landlord and delivers to the Landlord prior to the
assignment in question a deed of covenant in the
form set out in the Fourth Schedule of this Lease
or:
(b) if the Landlord reasonably so requires a
requirement that the proposed assignee enters
prior to the assignment into such reasonable rent
deposit arrangement as additional security for
performance by the proposed assignee of its
obligations under this Lease
(iv) Sub-clause (iii) above shall operate without prejudice
to the right of the Landlord to impose further
conditions upon a grant of consent where such
imposition would be reasonable
(iv) If any circumstances or conditions specified in sub-
clauses (i) to (iv) above are framed by reference to
any matter falling to be determined by the Landlord (or
any other person) and such determination is not
required to be exercised reasonably then if the Tenant
disputes such determination either party may require
the matter or matters in dispute to be referred to an
independent expert who in the absence of agreement
between the parties shall be appointed on the
application of either party to the President or next
most senior available officer of the Royal Institution
of Chartered Surveyors. Both parties shall have a
period of seven working days from the date when the
independent expert gives written notice of acceptance
of his appointment to make written submissions to the
expert and the expert shall be directed to reach his
decision within seven working days from the expiry of
the period within which written submissions are
permitted to be made. The expert shall be directed to
publish
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his decision in writing. His determination shall be conclusive
as to the matter or matters in dispute and shall be final and
binding on, the parties and his costs shall be met by the
parties in such proportions as he shall determine
(c) Not to underlet the whole of the demised premises or a Permitted Part
except:-
(i) by an Underlease or tenancy agreement (hereinafter referred to as
a "Permitted Underlease") which shall contain first on the part
of the underlessee (inter alia) the stipulated covenants
hereinafter mentioned secondly provision for the review of rent
at the same time as provided by the Second Schedule of this Lease
and in all other respects corresponding with the provisions of
the Second Schedule (where the term of the Permitted Underlessee
includes the Rent Review Date as defined in the Second Schedule)
and thirdly provisions for change of use assignment underletting
and service charge corresponding with the provisions therefor
contained in this Lease
(ii) to a person (hereinafter referred to as "Permitted Underlessee")
who shall have previously to the date of the Permitted Underlease
entered into direct covenants (in this sub-clause called "the
stipulated covenants") with the Landlord to observe and perform
the covenants and conditions contained in this Lease and on the
part of the Tenant to be observed and performed so far as they
relate to the premises to be demised to the Permitted Underlessee
(including without prejudice to the generality thereof a covenant
prohibiting alienation whether in whole or in part save by way of
assignment or sub-underletting of the whole of the premises
demised by the
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Permitted Underlease and then only having obtained the prior
written consent of all estate owners having an interest in the
reversion whether mediate or immediate to the Permitted
Underlease such consent not to be unreasonably withheld or
delayed) but excluding the covenant to pay the rents reserved by
this Lease
(d) Not to underlet a Permitted Part except by a Permitted Underlease
excluded by court order from the provision of Sections 24-28
(inclusive) of the Landlord and Tenant Act 1954 to a Permitted
Underlessee
(e) Not to hold or occupy the demised premises or any part thereof as
nominee or agent or otherwise for the benefit of any other person
(f) Not to part with or share the possession or occupation of the demised
premises except by virtue of an assignment or underletting of a kind
permitted by this Lease save that the Tenant may share occupation of
the demised premises with any member of the group of companies of
which the Tenant form part as defined by Section 42 of the Landlord
and Tenant Act 1954 provided that no relationship of landlord and
tenant is thereby created
(g) Not without the prior consent in writing of the Landlord (such consent
not to be unreasonably withheld or delayed):-
(i) to underlet the whole of the demised premises or a Permitted
Part by a Permitted Underlease to a Permitted Underlessee and
(ii) to authorise the assignment of any Permitted Underlease and
(iii) to charge or mortgage in any way the whole of the demised
premises (save with a clearing bank or other reputable financial
organisation or by way or floating charge in which case no
consent will be required)
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(h) Not at any time either expressly or by implication to waive any
breach of any of the covenants or conditions on the part of any
Permitted Underlessee comprised in any Permitted Underlease the
breach of which is also a breach of the covenants and other
provisions contained in this Lease or in any Variation hereof or
Licence granted hereunder but on any such breach to the extent
permitted by such Permitted Underlease or by law to re-enter on the
premises comprised in such Permitted Underlease or otherwise to
enforce such covenants and conditions
(i) Notwithstanding anything herein contained the Tenant shall not
create or permit the creation of any interest derived out of the
said term however remote or inferior upon the payment of a fine or
premium other than a reverse premium or at a rent less than the full
market rent obtainable at the time of such proposed underletting
(without taking a fine or premium) of the premises demised and shall
not create or permit the creation of any such derivative interest as
aforesaid save by deed containing such absolute prohibitions as
aforesaid on the part of the underlessee and those deriving title
under such underlessee
Registration of Assignments
---------------------------
(25) TO produce two certified copies of every assignment transfer mortgage
charge underlease probate letters of administration order instrument or
other writing effecting or evidencing any transmission or devolution of
any estate or interest (derivative or otherwise) in the demised premises
or any part thereof to the Solicitors of the Landlord for registration
within one month from the date thereof and to pay to the Landlord's
Solicitors a fee of Twenty Five Pounds ((pounds)25.00) for each such
registration
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To permit access for disposal
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(26) AT any time during the last six months of the said term during reasonable
hours in the daytime to permit the Landlord or their agents to show the
demised premises to intending tenants or other persons
Interest on overdue payments
----------------------------
(27) IN the event of the Tenant failing to pay to the Landlord any sums
(including the rent first reserved by this Lease and/or the insurance
rent and/or the Service Charge) payable by the Tenant under the
provisions of this Lease within twenty one days of the due date (or if no
date is specified from the date of written demand) to pay to the Landlord
on written demand interest on such unpaid amounts at the rate of two per
cent per annum above Lloyds Bank Plc Base Lending Rate for the time
being and from time to time in force from the due date (or if no date is
specified from the date of written demand) until the date of payment
To pay Charges
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(28) TO pay the reasonable and proper legal charges and surveyor's fees of the
Landlord including the Landlord's Solicitors reasonable disbursements
resulting from all applications by the Tenant for any consent of the
Landlord required by this Lease including legal charges disbursements and
Surveyor's fees actually incurred including in cases where consent is
refused (unless such consent is unlawfully refused) or the application is
withdrawn
To indemnify
------------
(29) TO indemnify and keep indemnified the Landlord from and against legal
liability in respect of all damage actions proceedings suits claims
demands costs damages liability and expenses in respect of any injury to
or the death of any person or damage to any property movable or immovable
by reason of or arising in any way directly or indirectly out of the
repair state of repair condition existence of any
19
<PAGE>
alteration by the Tenant to or the unauthorised user of the demised
premises by the Tenant and from all proceedings costs claims demands of
whatsoever nature in respect of any such liability or alleged liability
To observe covenants
--------------------
(30) AT all times to observe all and singular the covenants and obligations
(whether express or implied) which have been entered into by the Landlord
or their predecessors in title contained in the licences deeds and
documents (other than financial) referred to in the Property and Charges
Registers of Title Number NGL 522163 but so far only as the same are
subsisting and capable of taking affect and effect the demised premises
4. (1) THE Landlord covenant with the Tenant that (unless prevented by
strikes lockouts or other causes beyond its control) the Landlord
will:-
Provide Heat
------------
(a) provide heat to the demised premises from the 1st October in
each year until the 1st May in each subsequent year but not on
Saturdays Sundays or Public Holidays between the hours of 8.00
a.m. and 6 p.m. on other days such heat being sufficient to
maintain an air temperature in the demised premises of 65
degrees Fahrenheit whilst the temperature in the open air in
the shade outside the Building does not fall below 32 degrees
Fahrenheit and the doors and windows of the demised premises
are kept closed and to provide air conditioning to the demised
premises throughout the entire year (but only during the said
hours on the said days)
To clean
--------
(b) keep clean tidy unobstructed and in good and substantial repair
the passages staircases and the Lifts in the Building leading
to the demised premises and the toilet accommodation (if any)
provided
20
<PAGE>
from time to time for general use in the Building and will
light as necessary the said passages staircases lifts and
toilet accommodation
To provide other services
-------------------------
(c) provide manage and operate such of the other services and incur
such of the charges mentioned in the Third Schedule hereto as
shall from time to time be reasonably necessary or desirable in
accordance with the principles of good estate management
PROVIDED ALWAYS THAT for the performance and observance of its
obligations hereunder the Landlord shall be entitled at its
reasonable discretion to employ such agents servants
contractors or other persons as the Landlord may from time to
time reasonably and properly think fit
(2) THE Landlord further covenants with the Tenant:-
Quiet Enjoyment
---------------
(a) that the Tenant paying the rents hereinbefore reserved and
observing the covenants on the Tenant's part herein contained
shall during the said term quietly enjoy the demised premises
without any interruption by the Landlord or any person lawfully
claiming under it
To insure
---------
(b) To insure or procure the insurance of the Building in the full
reinstatement value thereof including professional fees and
other incidental expenses and three years loss of the rent
first reserved by this Lease against loss or damage by such of
the risks of fire storm lightning explosion flood or (in
peacetime) aircraft and things dropped therefrom burst pipes
and water tanks impact earthquake riot and civil commotion
malicious damage subsidence landslip and heave as are (at the
time that such insurance is effected) generally
21
<PAGE>
available on normal commercial terms subject to any excesses,
exclusions and limitations imposed by the insurers and against
such other risk or risks as the Landlord may reasonably deem
prudent and is or are generally available on normal
commercial terms subject as aforesaid (all which said risks
are herein called "the insured risks") and when reasonably
requested (but not more than twice a year) by the Tenant to
provide a summary of the policy and evidence that the premiums
have been paid to date AND in case of loss or damage to any
part or parts of the demised premises resulting from any of
the insured risks and (save to the extent that payment of the
policy monies shall be refused by reason of the act neglect
default or omission of the Tenant or their servants agents or
licensees) the Landlord will forthwith procure that all monies
due under such policy or policies (except in respect of loss
of rent and fees) as relate to the demised premises shall be
expended in rebuilding and reinstating the demised premises
(subject to the provisions of the Planning Acts or any other
Acts then in force which may prevent or restrict the
rebuilding or reinstatement of the demised premises or any
parts thereof) and will forthwith procure that all monies due
under such policy or policies or other policies (except loss
of rent policies) in relation to the remainder of the Building
shall be expended in its rebuilding and reinstatement (subject
as aforesaid) and in all cases (save to the extent that such
insurance has been vitiated by any act neglect default or
omission of the Tenant or their servants agents or licensees)
the Landlord shall make good any shortfall out of its own
resources
22
<PAGE>
5. PROVIDED ALWAYS and it is hereby agreed that:-
Proviso for Re-entry
--------------------
(1) (a) IF any of the contingencies specified in sub-clause (b) occur
it will be lawful for the Landlord at any time afterwards to
re-enter the demised premises or any part thereof in the name
of the whole and on the date of such re-entry this Lease will
determine and for the purposes of sub-clause (b) reference to
"the 1986 Act" means the Insolvency Act 1986
(b) The contingencies referred to in sub-Clause (a) of this Clause
(1) are as follows:-
(i) any rent reserved remaining unpaid for twenty-one days
after becoming due and payable and in the case of the
rent first reserved this means whether formally demanded
or not
(ii) the Tenant failing to comply with any material obligation
which it has undertaken or any condition to which it is
bound under this Lease
(iii) the Tenant (if a company) entering into liquidation
(whether compulsory or voluntary) or passing a
resolution for winding-up while solvent except where the
liquidation or winding-up resolution is for the purpose
of reconstruction or amalgamation
(iv) the Tenant (if a company) being unable to pay it debts
within the meaning of Sections 122 and 123 of the 1986
Act or summoning a meeting of its creditors or any of
them under Part I of the 1986 Act
(v) a receiver or an administrative receiver for the Tenant
being appointed
23
<PAGE>
(vi) the Tenant (II an individual) having a bankruptcy order
made against him or entering into a composition with his
creditors and where the Tenant is more than one
individual then the Landlord's right under sub-clause
(a) above will arise if the contingency occurs in respect
of any of those individuals
(vii) an interim order being made against the Tenant under Part
VIII of the 1986 Act
(c) Neither the existence of the Landlord's right under sub-clause
(a) above nor the consequences of exercise of that right are to
affect any other right or remedy available to the Landlord
under this Lease or otherwise or the rights or remedy available
to the Tenant
Interruption of Services
------------------------
(2) THE Landlord shall be al liberty to make such alterations as it may
reasonably deem fit to the internal arrangement of the Building
(except the demised premises) and to the means of access to the
demised premises and to the Lifts and to the heating and air
conditioning plant and apparatus of the Building and if it thinks
fit to install a lift or heating or air conditioning plant or
apparatus of a different type and to suspend the service of a
lift or heating or air conditioning while repairs or servicing or
the work of alteration or installation is being carried out provided
that the Landlord shall carry out such alterations or installations
as quickly as reasonably practicable and shall keep any
interruptions to a minimum and where possible the Landlord shall
give the Tenant as much prior warning of any such interruptions as
possible and shall where reasonably possible and economic to do so
to provide an alternative temporary service
24
<PAGE>
[ILLEGIBLE]
(3) IF the demised premises or any part thereof or all rights of
access enjoyed by the demised premises granted by this Lease
shall at any time be destroyed or damaged by the insured risks or
any of them so as to render the demised premises unfit for
occupation or use then and in such case (save to the extent that
the relevant policy or policies of insurance effected by the
Landlord shall have been vitiated or payment of the policy moneys
refused in whole or in part in consequence of some act neglect or
default on the part of or suffered by the Tenant or its servants
agents or licensees) the rent first reserved or a fair and just
proportion thereof according to the nature and extent of the
damage sustained shall be suspended and cease to be payable
until the demised premises shall again be rendered fit for
occupation and use or until the expiration of three years from
the date of the happening of such destruction or damage as
aforesaid (whichever period shall be the shorter) and in the case
of dispute as to the proportion or period of such abatement the
same shall be referred to arbitration pursuant to the Arbitration
Acts 1950 and 1979 or any statutory modification or re-enactment
thereof for the time being in force and the arbitrator shall be
agreed between the parties or failing agreement the arbitrator
shall be appointed on the application of either the Landlord or
the Tenant by the President for the time being of the Royal
Institution or Chartered Surveyors
Value Added Tax
---------------
(4) (a) Output Tax
----------
WHERE this Lease requires the Tenant to pay repay reimburse
or provide any amount or other consideration in respect of a
Value Added Tax Supply to the Tenant by the Landlord such
amount or
25
<PAGE>
other consideration will be deemed to be exclusive of any
Value Added Tax chargeable on that Value Added Tax Supply
(whether by virtue of a Value Added Tax election made or
otherwise) and the Tenant covenants to pay to the Landlord a
sum equal to that Value Added Tax
(b) Input Tax
---------
Where this Lease requires the Tenant to pay repay reimburse
or provide any amount or other consideration in respect of a
Value Added Tax Supply to the Landlord the Tenant covenants
to pay to the Landlord a sum equal to a fair proportion of
the Value Added Tax charged to the Landlord on that Value
Added Tax supply (such proportion to be conclusively
determined by the Landlord's Surveyor) less a like
proportion of any part of that Value Added Tax for which the
Landlord is entitled to credit under Sections 24 25 and 26
of the Value Added Tax Act 1994 (or any statutory re-
enactment or modification thereof) or which the Landlord is
otherwise able to recover
Interpretation
--------------
(5) If any Party to this Lease comprises more than one person
obligations on the part of that Party in this Lease are
undertaken by all such persons jointly and also by each of them
individually
Jurisdiction
------------
(6) (a) Except where otherwise provided if any dispute shall arise
between the parties hereto with regard to the construction
or effect of this Lease or any clause or thing herein
contained or the rights duties or liabilities of the parties
under or by virtue of or arising out of or in consequence of
this Lease or anything herein contained or any of
26
<PAGE>
such rights duties and liabilities otherwise in connection
with the demised premises or any proceedings instituted or
prosecuted or maintained it shall be determined by the
English Courts according to the Laws of England
(b) The High Court of Justice in England shall have jurisdiction
to entertain any actions or proceedings whatsoever in
respect of this Lease or any of the provisions hereof or any
matter or thing arising hereunder or by virtue or in
consequence hereof
Tenant's Option to Determine
----------------------------
(7) (a) If the Tenant shall desire to determine the said term on the
29th September 2001 ("the Break Date") (time being of the
essence for such date) and shall give to the Landlord not
less than six months, written notice to that effect (time
being of the essence for such notice) ("the Break Notice")
on the Break Date the said term shall thereupon cease and
determine but without prejudice to the liability of either
party for any antecedent breaches
(b) on service of the Break Notice the Tenant will pay to the
Landlord the additional rent of NINETY FOUR THOUSAND ONE
HUNDRED AND TWENTY FIVE POUNDS ((pounds) 94,125) plus Value
Added Tax (if any)
(c) In the event that the Tenant fails to comply with the
provisions of this Clause 5(7) with the result that the
Lease is not determined on the Break Date (pursuant to the
provisions of this Clause 5(7)) then within 14 days of the
date that would but for the Tenant's failure have been the
Break Date the Landlord will return to the Tenant the monies
paid pursuant to Clause 5(7)(b)
27
<PAGE>
6. The parties to this Lease certify that there is no Agreement for Lease to
which this Lease gives effect
I N W I T N E S S whereof the parties hereto have executed this Lease as a deed
the day and year first before written
THE FIRST SCHEDULE hereinbefore referred to
--------------------------------------------
PART 1
------
Description of Demised Premises
-------------------------------
The parts of the first and second floors of the building known as The Broadwalk
Ealing Broadway Centre Ealing Broadway London W5 shown (for the purpose of
identification only) edged red on the Plan which shall include where they exist
and where the context so admits for the purpose of obligation as well as grant:-
1. all additions alterations and improvements to the demised premises made at
any time:
2. all Landlord's fixtures and fittings and plant equipment and machinery
within and exclusively serving the demised premises:
3. the window panes (but excluding the whole of the window frames equipment
and fitments forming the windows to the exterior of the demised premises)
and the doors door frames equipment and fitments of the demised premises
(including those doors giving access to the demised premises from the
common parts of the Building)
4. the internal plaster and other surfaces of load bearing walls and columns
with the demised premises and of walls dividing the demised premises from
other parts of the Building or any adjoining property;
5. the whole of all non-load bearing walls within the demised premises;
6. the flooring raised floors and floor screeds down to the joists or other
structural parts supporting the flooring of the demised premises;
28
<PAGE>
7. the plaster or outer surfaces of the ceilings and the whole of any false
ceilings within the demised premises and the voids between the ceiling and
any false ceilings; and
8. all conduits within and exclusively serving the demised premises.
BUT EXCLUDING (i) the structural parts the load-bearing framework joists and
external walls of the Building (ii) all Landlord's fixtures and fittings and
plant equipment and machinery and the conduits within but not exclusively
serving the demised premises (iii) the roof of the Building and (iv) the canopy
PART II
-------
Easements and Rights Granted
----------------------------
1. The right:-
(a) to use for the purpose of access to and egress from the demised
premises with or without articulated vehicles not exceeding 13 metres
in length 2.5 metres in width 4.5 metres in height and rigid vehicles
not exceeding 11 metres in length 2.5 metres in width and 4.5 metres
in height the service roads shown by green lines on the Plan
(b) to use for the purpose of loading and unloading goods such one of the
bays as is convenient for the access to the Lifts such right to be
exercisable only during the course of such loading and unloading and
during such period only the right to park vehicles in the said bay
and also the right on foot only to trolley goods from and to the said
bay to and from the Lifts
(c) to use with motor vehicles not exceeding in height 2 metres and in
weight (laden) 2.5 metric tonnes the car park ramps of the Adjoining
Building leading to and from Windsor Road and to and from the Grove
and the circulation areas of the Development shown by red lines on
the Plan for the purpose of obtaining access to and egress from the
Car Park together with
29
<PAGE>
a right to use the area within the car park for obtaining access to and
egress from the Car Parking Spaces
Reserving to the Landlord and the owners from time to time of the Adjoining
Building full and free right and liberty at its or their expense to alter
divert or stop up the said service roads car park ramps circulation areas
or bays subject however to suitable alternative equally convenient
provisions being made by the Landlord or the owner of the Adjoining
Building (as the case may be) and the right to restrict the hours of entry
to the areas over which rights are hereby granted (in which case the Tenant
shall be provided with a key or such other facility for obtaining entry
outside such restricted hours as may be appropriate)
SUBJECT ALWAYS to compliance with and observance by the Tenant its servants
agents underlessees licensees invitees and visitors of the following
conditions:-
(i) Not to use or cause or permit or suffer to be used the areas over
which rights are hereby granted except for the purposes aforesaid
(ii) Not to damage or permit or suffer to be damaged the said areas nor
to deposit goods or litter or store refuse thereon nor obstruct or
impede the use by others of the said areas
(iii) Not to park or permit vehicles to be parked on the said areas over
which rights are granted (save as herein expressly granted)
(iv) Not to commit or cause any disturbance or nuisance in or upon the
said areas over which rights are hereby granted
(v) To observe and perform all reasonable regulations and stipulations
made by the Landlord or the owners of the Adjoining Building
concerning the use of the said areas
(vi) In the event of the Tenant its servants agents underlessees licensees
invitees and visitors being permitted to use the said areas outside
any restricted hours to take all reasonable security precautions and
to resecure the areas
30
<PAGE>
as soon as practicable and to ensure that any facilities or service
utilised during the period of such entry are switched off and/or made
safe and to indemnify the Landlord and the owners of the Adjoining
Building against all damage and claims arising out of such use
2. Right of way on foot only over the area coloured yellow on the Plan for the
purpose of servicing the demised premises
3. Right of way on foot only over the areas coloured brown on the Plan so far
as is necessary for access to and egress from the demised premises
4. Right to use the Lifts for the purposes of access to and egress from the
demised premises
5. The right to subjacent support for the demised premises from the remainder
of the Building
6. The free and uninterrupted passage and running of water steam air soil gas
electricity telephone and other services or supplies from and to the
demised premises through the existing gutters pipes wires cables sewers
drains mains channels conduits ducts and flues in upon over or under the
Development as at present enjoyed by the demised premises SUBJECT to the
right of the Landlord or the owners of the Adjoining Building to alter
amend reconstruct or vary the course of such gutters pipes wires cables
sewers drains mains channels conduits ducts and flues causing as little
inconvenience as possible and making good all damage to the demised
premises
7. The right in case of emergency (and drill) only to use or pass along such
means of escape across fire escapes (if any) provided in or enjoyed by the
Building and without prejudice to the generality of the foregoing a right
of way in the case of emergency (and drill) over the staircase shown
coloured brown and hatched black on the Plan
31
<PAGE>
the exclusive right to park not more than one private motor vehicle in each of
the Car Parking Spaces
9. The right to display on the notice board provided by the Landlord for that
purpose in the ground floor entrance hall the name of the Tenant and the
name of any other permitted occupier of the demised premises such name(s)
to be in the usual "house" form adopted by the Landlord on such notice
board
PART III
--------
Exceptions and Reservations to the Landlord
-------------------------------------------
Support
-------
1. The right to subjacent and lateral support for the nearby premises from the
demised premises
Running of services
-------------------
2. The free and uninterrupted passage and running of water steam air soil gas
electricity telephone and other services or supplies from and to any part
of the nearby premises through the gutters pipes wires cables sewers drains
mains channels conduits ducts and flues which are now or may hereafter
during the term be in upon over or under or which may run through the
demised premises
Entry in respect of services etc
--------------------------------
3. The full right and liberty at all times during the term to enter upon the
demised premises by prior notice in order to construct lay cleanse maintain
inspect alter connect make connections to replace relay or repair any such
gutters pipes wires cables sewers drains mains channels conduits ducts or
flues and to erect construct or lay in upon over or under the demised
premises any sewers drains mains pipes wires cables conduits ducts flues or
other structure fixtures or other works whatsoever which are required for
the drainage of or for the supply of water gas electricity telephone
heating steam and all or any other services from and to any part of the
nearby premises causing as 1ittle inconvenience or disturbance as
32
<PAGE>
possible and making good all damage caused to the demised premises in the
exercise of the said right
Entry to build etc
------------------
(4) (a) Full right and liberty to enter by prior notice upon the demised
premises at any times during the term in order to build on or into any
boundary or party walls on the demised premises or to build thereover
making good all damage caused to the demised premises in the exercise
of the said right
(b) The full and free right and liberty at any time hereafter or from time
to time to execute works repairs and maintenance and make erections
upon or to erect rebuild alter add to extend or redevelop the nearby
premises notwithstanding that the access of light and air for the time
being appertaining to or enjoyed with the demised premises or any part
thereof may thereby be interfered with
Entry to View
-------------
5. Full right and liberty at all reasonable times during the term by prior
notice to enter upon the demised premises to view the state and condition
of and to repair alter paint redecorate and maintain or execute any other
works upon the nearby premises or any part or parts thereof or for any
reasonable purpose or purposes in connection with the nearby premises and
the demised premises or management of the nearby premises and the demised
premises causing as little inconvenience or disturbance as possible and
making good all damage to the demised premises in the exercise of the said
right
Escape
------
6. The right of emergency escape over such parts of the demised premises as
are intended for such purpose
33
<PAGE>
The second schedule herein before referred to
1. In this Schedule:-
(a) The rent review date shall be the 29th day of September in the year 2001
and the expression "the rent review date" shall be construed accordingly
(b) The open market rent shall be the yearly rent for which the demised
premises might reasonably expect to be let on the open market with vacant
possession on the rent review date by a willing lessor to a willing lessee
without taking a fine or premium for a term of ten years commencing on the
rent review date upon the supposition that the lessee shall have been given
prior to and that shall have expired prior to the rent review date a
sufficient rent free period for the purposes of the carrying out of the
lessee's fitting out works and on assumptions if not facts that (i) the
Landlord and the Tenant have complied with their obligations pursuant to
this Lease (save in the case of the Landlord's obligation where there is a
material and continuing breach of a lessor's obligation and if in the
actual knowledge of the Tenant of which the Landlord has been notified in
writing by the Tenant and which the Landlord has not remedied within a
reasonable period of time of that notice) and (ii) the demised premises are
fitted out (which for these purposes shall mean ready to accept the
tenant's fixtures and fittings) and available for immediate occupation and
use by the willing lessee and otherwise upon the terms and conditions (save
as to the amount of rent payable but including provisions for rent review
every five years and otherwise on terms similar to those contained in this
Second Schedule) contained in this Lease there being disregarded:-
(i) any effect on rent of the fact that the Tenant has been in occupation
of the demised premises
(ii) any goodwill attached to the demised premises by reason of the
carrying on thereat of the business of the Tenant and
34
<PAGE>
(iii) any effect on rent of any improvement carried out by the Tenant
otherwise than in pursuance of an obligation to the Landlord
2. The rent payable under this Lease with effect from each rent review date
shall be whichever is the higher of:-
(a) the rent reserved hereunder immediately before the rent review date
and
(b) the open market rent as at the rent review date
3. The procedure by which the open market rent at the rent review date
shall be determined shall be by agreement between the Landlord and the
Tenant or failing agreement shall be determined in accordance with
Paragraph 4 of this Schedule Both the Landlord and the Tenant shall be
entitled to require the other to commence and carry out negotiations with a
view to agreeing the open market rent at any time during the term of this
Lease but not earlier than six months before the rent review date
4. (a) If by a date one month prior to the rent review date the Landlord and
the Tenant have not agreed the open market rent then at any time
thereafter the Landlord may in writing elect that the open market
rent shall be determined by an arbitrator or by a valuer (acting as
an expert and not as an arbitrator) who shall in either case be a
surveyor experienced in the letting and valuation of premises of a
similar nature to the demised premises (hereinafter called "the
Surveyor"). In the event of the parties being unable to agree the
open market rent the same shall be determined by the Surveyor in the
capacity elected by the Landlord PROVIDED ALWAYS that if by the rent
review date the Landlord shall not have notified the Tenant in
writing whether the Surveyor is to act as an arbitrator or valuer the
Tenant may in writing call upon the Landlord to make such an election
within 28 days. If the Landlord shall not make such an election
and/or shall make such an election but shall not advise the Tenant in
35
<PAGE>
the event of the parties being unable to agree the open market
rent) shall act as an arbitrator
(b) At any time after the earlier of the date upon which the Landlord
notifies the Tenant of its aforementioned election or the expiration
of the said period of 28 days the Surveyor may be agreed upon in
writing by the Landlord and the Tenant and in default of such
agreement shall be appointed upon the application of either party by
the President for the time being of the Royal Institution of
Chartered Surveyors or the person designated by such Institution for
such purpose and any reference hereafter to the said President shall
be deemed to include a reference to such person
(c) In the case of reference to an arbitrator the arbitration shall be
conducted in accordance with the Arbitration Acts 1950 and 1979 or
any statutory modification or re-enactment thereof for the time being
in force with the further provision that if the arbitrator appointed
pursuant to this Paragraph 4 shall die or decline to act the
President for the time being of the Royal Institution of Chartered
Surveyors may on the application of either the Landlord or the Tenant
in writing discharge the arbitrator and appoint another in his place
and this procedure may be repeated as many times as may be necessary
(and this Lease shall for this purpose be deemed to be a submission
to arbitration under the provisions of the said Act)
(d) In the case of reference to a valuer:-
(1) his decision shall be final and binding on all persons who are or
have been parties hereto
(2) the fees and expenses of the valuer including the cost of his
nomination shall be borne equally by the Landlord and the Tenant
who shall otherwise bear their own costs and
36
<PAGE>
if the valuer appointed pursuant to this Paragraph 4 shall die
delay or become unwilling unfit or incapable of acting or if for
any other reason the President for the time being of the Royal
Institution of Chartered Surveyors shall in his absolute
discretion think fit he may on the application of either of the
Landlord or the Tenant by writing discharge the valuer and
appoint another in his place and this procedure may be repeated
as many times as may be necessary
5. If on the rent review date the open market rent shall not have been
ascertained as aforesaid the yearly rent reserved hereunder immediately
before the rent review date shall continue to be payable until such rent
has been agreed or until it has been awarded or determined (as the case may
be) by the Surveyor so that immediately on demand after such agreement
determination or award the excess difference (if any) over the amount
actually so reserved and the amount which would have been payable had the
agreement been reached or the determination or award been made before the
rent review date together with interest thereon calculated on a daily basis
on each instalment from the date on which such instalment would have become
payable in such circumstances as aforesaid to the date of payment at Lloyds
Bank PLC base lending rate for the time being in force shall be paid by the
Tenant to the Landlord
6. Forthwith after the ascertainment of the rent upon review a memorandum or
deed recording the same shall be entered into in such form as the Landlord
shall require and each party shall bear its own costs and disbursements in
connection therewith
37
<PAGE>
The third schedule herein before referred to
Services
--------
(i) Maintaining running repairing (and where beyond economic repair renewing
rebuilding replacing) cleansing draining emptying lighting (including
the renewal and replacement of bulbs tubes and light fittings) and
repainting as often as may be reasonably necessary all common parts of
the Building all main walls party walls and the foundations roof
exterior and structure of the Building and all pipes wires ducts drains
sewers conduits and any other easements services or things (if any) the
use of which is common to the Building and the nearby premises which are
used in common by the occupiers of the Building
(ii) Erecting maintaining repairing renewing and replacing signboards notices
or other attachments upon the exterior or in the common parts or the
Building
(iii) Any costs which may be made by the Local Authority on the Building as a
whole (e.g. special collection of refuse)
(iv) Rates and any other similar charges (if any) charged on the common parts
of the Building
(vi) Water sewerage and environmental charges levied upon the Building
including any further charges that the relevant authorities may from
time to time impose but not where such supply or charges just relate to
a lettable part or parts of the Building
(vi) Refuse collection if charged to or undertaken by the Landlord
(vii) Employing (if the Landlord shall consider necessary) supervisory staff
security staff porters etc. employed for the use of the Building
including remuneration statutory contributions and any reasonably
associated costs and overheads
38
<PAGE>
(viii) the provision of heating (including ??? for the Landlord's central
heating system) air conditioning and hot water to the Building
(ix) Inspecting maintaining repairing operating and running all lifts
boilers gas oil electrical central heating and air conditioning
installations plant machinery apparatus oil water or other tanks water
treatment and/or water softening equipment the barrier system
regulating access to the Car Park equipment for the control or
monitoring of lighting in the common parts and any other equipment
(hereinafter referred to as "the machinery") used in providing services
or in common use in the Building
(x) An amount (to be revised annually by the Landlord at its discretion)
towards the estimated cost of replacing and renewing the machinery at
the appropriate times Together with any balancing amount needed if in
the year the expenditure is made the accumulated amounts are less than
the actual expenditure
(xi) Periodical repaintings and cleansings of the exterior of the Building
exterior or the windows and window frames (where necessary for the
purposes of the Landlord's repairing obligations under this Lease)
(xii) Maintenance contracts for the machinery such contracts being at a
proper cost
(xiii) The provision repair maintenance renewal or replacement of all
appropriate security arrangements systems and equipment in respect of
the whole of the Building
(xiv) Provision repair maintenance renewal or replacement and service
agreements for fire protection fire fighting fire warning and fire
escape arrangements and equipment in respect of the Building including
the cost of compliance with or appeal against any relevant legislation
regulation condition or requirement
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(xvi) Painting repainting cleaning and redecorating and landscaping the
common parts
(xvii) The control of rodents birds pests insects or animals frequenting
or resorting to the Building
(xviii) The execution of all works and the provision and maintenance of all
installations equipment plant machinery and arrangements which by or
under any Act of Parliament now or hereafter passed or by any
Government Department Local Authority or Public Authority or duly
authorised officer or Court of competent jurisdiction acting under or
in pursuance of any enactment are or may be directed to be executed
provided or maintained at the Building
(xix) Supply of toilet paper soap towels hygiene service mats hand drying
and other hygiene equipment and other requisites to the common toilets
tools consumables refuse collection or processing equipment and other
appliances or apparatus uniforms and overalls for housekeepers
caretakers supervisory staff lift attendants boilermen and other staff
(xx) All sums incurred by or chargeable to the Landlord in connection with
repairing maintaining reconstructing cleansing ventilating lighting
draining insuring and managing (including rates and other charges
imposed by statute) the service roads car park ramps and circulation
areas of the Adjoining Building together with all sums incurred in
enforcing the obligations owed to the Landlord by the freeholder and
headlessees of the Adjoining Building in connection with the repair
maintenance and other matters relating to parts of the Adjoining
Building
(xxi) Management charges meaning either (a) the fees and expenses
charged by the Landlord's agents or (b) if the work is carried out by
the Landlord's
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??? staff then an allowance having regard to the extent of the work
involved in or about the management of the Building generally
including any audit fee in connection herewith
(xxii) The reasonable cost of such (if any) further services as may
be provided at any time during the term by the Landlord acting in
accordance with the principles of good estate management for
maintaining and securing the facilities and amenities of the Building
generally
THE FOURTH SCHEDULE hereinbefore referred to
---------------------------------------------
Surety covenant
---------------
THE Surety at the request of the Tenant and in consideration of the demise
hereinbefore contained HEREBY COVENANTS with the Landlord as follows:-
(1) That the Tenant shall and will at all times up to the termination date pay
the respective rents reserved by this Lease and observe and perform all the
Tenant's covenants and stipulations contained in this Lease and that if the
Tenant shall make default in payment of the said rents or in performing and
observing any of the said covenants and stipulations then and in every such
case the Surety will pay the rents and perform and observe any such
covenants and stipulations to the intent that the Surety shall on demand
make good to the Landlord all losses costs damages and expenses occasioned
to the Landlord by reason of any such default whenever and however
occurring PROVIDED that notwithstanding any forbearance of the Landlord in
endeavouring to obtain payment of the said rents when they become payable
or in enforcing performance or observance of the said covenants and
stipulations or to any compromise or arrangement made by the Landlord with
the Tenant the Surety shall not thereby be discharged from liability under
the foregoing covenant
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(2) that if the Tenant shall enter into liquidation (or being an individual or
being more than one individual any one of them shall become bankrupt) and
the Liquidator or the Trustee in bankruptcy (as the case may be) shall
disclaim this Lease or if the same shall become liable to and the Landlord
shall secure the forfeiture thereof and if the Landlord shall within three
months after such disclaimer or forfeiture (as the case may be) by notice
in writing require the Surety to accept a Lease of the demised premises for
a term commensurate with the residue which if there had been no disclaimer
or forfeiture (as the case may be) would have remained of the term granted
by this Lease at the same rents and under the like covenants and
stipulations as are by this Lease respectively reserved and contained (the
said new Lease and the rights and liabilities thereunder to take effect as
from the date of the said disclaimer or forfeiture as the case may be) then
and in such case the Surety at his cost shall accept such Lease accordingly
and execute a Counterpart thereof
(3) Save where the Surety is an individual the Tenant (insofar as the events
hereinafter mentioned in this sub-clause shall be within its knowledge) and
the Surety HEREBY JOINTLY AND SEVERALLY COVENANT with the Landlord that if
the Surety shall enter into liquidation whether compulsory or voluntary
(whether or not for the purpose of reconstruction or amalgamation)
forthwith to give notice in writing thereof to the Landlord
THE FIFTH SCHEDULE hereinbefore referred to
------------------
(1) In this paragraph the following terms bear the following meanings:-
(a) "The Index" means the Retail Price Index published by H M
Stationery Office or any official publication substituted for it
(b) "The Initial Cap" means the sum of (pounds)62,748 per annum
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(2) The Service Charge Cap for the accounting period ending during the
first year of the said term ("the first accounting period") shall be
the Initial Cap
(3) The Service Charge Cap for the accounting period ("the second
accounting period") following the first accounting period shall be the
total of:-
(a) a sum equal to the Initial Cap and
(b) an additional sum which bears the same proportion to the Initial
Cap as any increase in the figure for the Index last published
prior to the beginning or the second accounting period bears to
the figure for the Index last published prior to the date of this
Lease
(4) The Service Charge Cap for each subsequent accounting period shall be
the total of:-
(a) the amount for the accounting period immediately preceding that
in which this calculation fails to be made (whether such be
pursuant to the immediately foregoing paragraph 3 or this
paragraph 4) which amount is hereinafter called "the Base Figure"
(b) an additional sum which bears the same proportion to the Base
Figure as any increase in the figure for the Index last published
prior to the beginning of the accounting period in question bears
to the figure for the Index last published prior to the beginning
of the previous accounting period in question
(5) (a) In the event of any change after the date of this Lease in the
reference base used to compile the Index the figure taken to be
shown in the Index after the change shall be the figure which
would have been shown in the Index if the reference base current
at the date of this Lease had been retained
(b) In the event of it becoming impossible by reason of any change
after the date of this Lease in the methods used to compile the
Index or
43
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For any other reason whatsoever to calculate the relevant additional
sum by reference to the Index or if any dispute or question
whatsoever arises between the parties to this Lease or with respect
to the construction or effect of this Schedule the dispute or
question shall be determined under the Arbitration Acts 1950 and 1979
(or any statutory modification or re-enactment of them for the time
being in force) by a single arbitrator who shall have full power to
determine on such date as he shall deem apposite what would have been
the increase in the Index had it continued on the basis and given the
information assumed to be available for the operation of this
paragraph
( THE COMMON SEAL of RAVENSEFT
[SEAL] ( PROPERTIES LIMITED was hereunto
( affixed in the presence of:
Director /s/
Secretary /s/
44
